<PAGE>   1
                                                                    EXHIBIT 4.1a








                          PREMIUM STANDARD FARMS, INC.,

                                     Issuer

                            PSF GROUP HOLDINGS, INC.,

                           THE LUNDY PACKING COMPANY,

                 PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC.,

                                       and

                           LUNDY INTERNATIONAL, INC.,

                                   Guarantors

                                       and

                            WILMINGTON TRUST COMPANY,

                                     Trustee

                              ___________________

                                    Indenture

                            Dated as of June 7, 2001

                              ___________________

                          9-1/4% Senior Notes due 2011
<PAGE>   2
                              CROSS-REFERENCE TABLE



<TABLE>
<CAPTION>
  TIA Sections         Indenture Sections
  ------------         ------------------
<S>                    <C>
Section 310(a)(1)             7.10
           (a)(2)             7.10
           (b)                7.03; 7.08
Section 311(a)                7.03
           (b)                7.03
Section 312(a)                2.04
           (b)                11.02
           (c)                11.02
Section 313(a)                7.06
           (b)(2)             7.07
           (c)                7.05; 7.06; 11.02
           (d)                7.06
Section 314(a)                7.05; 11.02
           (a)(4)             4.17; 11.02
           (c)(1)             11.03
           (c)(2)             11.03
           (e)                4.17; 11.04
Section 315(a)                7.02
           (b)                7.05; 11.02
           (c)                7.02
           (d)                7.02
           (e)                6.11
Section 316(a)(1)(A)          6.05
           (a)(1)(B)          6.04
           (b)                6.07
           (c)                9.03
Section 317(a)(1)             6.08
           (a)(2)             6.09
           (b)                2.05
Section 318(a)                11.01
           (c)                11.01
</TABLE>

Note: The Cross-Reference Table shall not for any purpose be deemed to be a part
      of this Indenture.
<PAGE>   3
                              TABLE OF CONTENTS(1)

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----

                                               ARTICLE ONE
                               DEFINITIONS AND INCORPORATION BY REFERENCE
<S>                                                                                                 <C>
SECTION 1.01.   Definitions............................................................................1

SECTION 1.02.   Incorporation by Reference of Trust Indenture Act.....................................22

SECTION 1.03.   Rules of Construction.................................................................22

                                               ARTICLE TWO
                                                THE NOTES

SECTION 2.01.   Form and Dating.......................................................................23

SECTION 2.02.   Restrictive Legends...................................................................24

SECTION 2.03.   Execution, Authentication and Denominations...........................................26

SECTION 2.04.   Registrar and Paying Agent............................................................26

SECTION 2.05.   Paying Agent to Hold Money in Trust...................................................27

SECTION 2.06.   Transfer and Exchange.................................................................27

SECTION 2.07.   Book-Entry Provisions for Global Notes................................................28

SECTION 2.08.   Special Transfer Provisions...........................................................30

SECTION 2.09.   Replacement Notes.....................................................................33

SECTION 2.10.   Outstanding Notes.....................................................................33

SECTION 2.11.   Temporary Notes.......................................................................34

SECTION 2.12.   Cancellation..........................................................................34

SECTION 2.13.   CUSIP Numbers.........................................................................34

SECTION 2.14.   Defaulted Interest....................................................................34
</TABLE>



----------------------------
Note: The Table of Contents shall not for any purposes be deemed to be a part of
      this Indenture.


                                        i
<PAGE>   4
<TABLE>
<S>                                                                                                  <C>
SECTION 2.15.   Issuance of Additional Notes..........................................................35

                                              ARTICLE THREE
                                               REDEMPTION

SECTION 3.01.   Right of Redemption...................................................................35

SECTION 3.02.   Notices to Trustee....................................................................35

SECTION 3.03.   Selection of Notes to Be Redeemed.....................................................36

SECTION 3.04.   Notice of Redemption..................................................................36

SECTION 3.05.   Effect of Notice of Redemption........................................................37

SECTION 3.06.   Deposit of Redemption Price...........................................................37

SECTION 3.07.   Payment of Notes Called for Redemption................................................37

SECTION 3.08.   Notes Redeemed in Part................................................................37

                                              ARTICLE FOUR
                                                COVENANTS

SECTION 4.01.   Payment of Notes......................................................................38

SECTION 4.02.   Maintenance of Office or Agency.......................................................38

SECTION 4.03.   Limitation on Indebtedness............................................................38

SECTION 4.04.   Limitation on Restricted Payments.....................................................41

SECTION 4.05.   Limitation on Dividend and Other Payment Restrictions Affecting Restricted
                Subsidiaries..........................................................................45

SECTION 4.06.   Limitation on the Issuance and Sale of Capital Stock of Restricted Subsidiaries.......46

SECTION 4.07.   Limitation on Issuances of Guarantees by Restricted Subsidiaries......................47

SECTION 4.08.   Limitation on Transactions with Stockholders and Affiliates...........................48

SECTION 4.09.   Limitation on Liens...................................................................49

SECTION 4.10.   Limitation on Sale-Leaseback Transactions.............................................50

SECTION 4.11.   Limitation on Asset Sales.............................................................50

SECTION 4.12.   Repurchase of Notes upon a Change of Control..........................................52
</TABLE>


                                       ii
<PAGE>   5
<TABLE>
<S>                                                                                                 <C>
SECTION 4.13.   Existence.............................................................................52

SECTION 4.14.   Payment of Taxes and Other Claims.....................................................52

SECTION 4.15.   Maintenance of Properties and Insurance...............................................52

SECTION 4.16.   Notice of Defaults....................................................................53

SECTION 4.17.   Compliance Certificates...............................................................53

SECTION 4.18.   Commission Reports and Reports to Holders.............................................53

SECTION 4.19.   Waiver of Stay, Extension or Usury Laws...............................................54

SECTION 4.20.   Issuance of Subsidiary Guarantees by Restricted Subsidiaries..........................54

                                              ARTICLE FIVE
                                          SUCCESSOR CORPORATION

SECTION 5.01.   When Company or Guarantors May Merge, Etc.............................................54

SECTION 5.02.   Successor Substituted.................................................................56

                                               ARTICLE SIX
                                          DEFAULT AND REMEDIES

SECTION 6.01.   Events of Default.....................................................................56

SECTION 6.02.   Acceleration..........................................................................58

SECTION 6.03.   Other Remedies........................................................................59

SECTION 6.04.   Waiver of Past Defaults...............................................................59

SECTION 6.05.   Control by Majority...................................................................59

SECTION 6.06.   Limitation on Suits...................................................................59

SECTION 6.07.   Rights of Holders to Receive Payment..................................................60

SECTION 6.08.   Collection Suit by Trustee............................................................60

SECTION 6.09.   Trustee May File Proofs of Claim......................................................60

SECTION 6.10.   Priorities............................................................................61

SECTION 6.11.   Undertaking for Costs.................................................................61

SECTION 6.12.   Restoration of Rights and Remedies....................................................61
</TABLE>


                                      iii
<PAGE>   6
<TABLE>
<S>                                                                                                  <C>
SECTION 6.13.   Rights and Remedies Cumulative........................................................61

SECTION 6.14.   Delay or Omission Not Waiver..........................................................61

                                              ARTICLE SEVEN
                                                 TRUSTEE

SECTION 7.01.   General...............................................................................62

SECTION 7.02.   Certain Rights of Trustee.............................................................62

SECTION 7.03.   Individual Rights of Trustee..........................................................63

SECTION 7.04.   Trustee's Disclaimer..................................................................63

SECTION 7.05.   Notice of Default.....................................................................63

SECTION 7.06.   Reports by Trustee to Holders.........................................................64

SECTION 7.07.   Compensation and Indemnity............................................................64

SECTION 7.08.   Replacement of Trustee................................................................65

SECTION 7.09.   Successor Trustee by Merger, Etc......................................................66

SECTION 7.10.   Eligibility...........................................................................66

SECTION 7.11.   Money Held in Trust...................................................................66

                                              ARTICLE EIGHT
                                         DISCHARGE OF INDENTURE

SECTION 8.01.   Termination of Company's Obligations..................................................66

SECTION 8.02.   Defeasance and Discharge of Indenture.................................................67

SECTION 8.03.   Defeasance of Certain Obligations.....................................................69

SECTION 8.04.   Application of Trust Money............................................................70

SECTION 8.05.   Repayment to Company..................................................................71

SECTION 8.06.   Reinstatement.........................................................................71

                                              ARTICLE NINE
                                   AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.   Without Consent of Holders............................................................71
</TABLE>


                                       iv
<PAGE>   7
<TABLE>
<S>                                                                                                  <C>
SECTION 9.02.   With Consent of Holders...............................................................72

SECTION 9.03.   Revocation and Effect of Consent......................................................73

SECTION 9.04.   Notation on or Exchange of Notes......................................................73

SECTION 9.05.   Trustee to Sign Amendments, Etc.......................................................73

SECTION 9.06.   Conformity with Trust Indenture Act...................................................74

                                               ARTICLE TEN
                                           GUARANTEE OF NOTES

SECTION 10.01.  Note Guarantee........................................................................74

SECTION 10.02.  Obligations Unconditional.............................................................76

SECTION 10.03.  Release of Note Guarantees............................................................76

SECTION 10.04.  Notice to Trustee.....................................................................76

SECTION 10.05.  This Article Not to Prevent Events of Default.........................................77

                                             ARTICLE ELEVEN
                                              MISCELLANEOUS

SECTION 11.01.  Trust Indenture Act of 1939...........................................................77

SECTION 11.02.  Notices...............................................................................77

SECTION 11.03.  Certificate and Opinion as to Conditions Precedent....................................78

SECTION 11.04.  Statements Required in Certificate or Opinion.........................................78

SECTION 11.05.  Rules by Trustee, Paying Agent or Registrar...........................................79

SECTION 11.06.  Payment Date Other Than a Business Day................................................79

SECTION 11.07.  Governing Law.........................................................................79

SECTION 11.08.  No Adverse Interpretation of Other Agreements.........................................79

SECTION 11.09.  No Recourse Against Others............................................................79

SECTION 11.10.  Successors............................................................................80

SECTION 11.11.  Duplicate Originals...................................................................80

SECTION 11.12.  Separability..........................................................................80
</TABLE>


                                       v
<PAGE>   8
<TABLE>
<S>                                                                                                  <C>
SECTION 11.13.  Table of Contents, Headings, Etc......................................................80



EXHIBIT A   Form of Note..............................................................................A-1
EXHIBIT B   Form of Certificate.......................................................................B-1
EXHIBIT C   Form of Certificate to Be Delivered in Connection with Transfers
            Pursuant to Non-QIB Accredited Investors..................................................C-1
EXHIBIT D   Form of Certificate to Be Delivered in Connection with
            Transfers Pursuant to Regulation S........................................................D-1
</TABLE>


                                       vi
<PAGE>   9
                  INDENTURE, dated as of June 7, 2001 between PREMIUM STANDARD
FARMS, INC., a Delaware corporation (the "Company"), PSF Group Holdings, Inc., a
Delaware corporation, The Lundy Packing Company, a North Carolina corporation,
Premium Standard Farms of North Carolina, Inc., a Delaware corporation, and
Lundy International Inc., a North Carolina corporation (collectively, the
"Guarantors"), as guarantors, and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, trustee (the "Trustee").

                                    RECITALS

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance initially of up to $175,000,000
aggregate principal amount of the Company's 9-1/4% Senior Notes due 2011 (the
"Notes") issuable as provided in this Indenture. All things necessary to make
this Indenture a valid agreement of the Company and each Guarantor, in
accordance with its terms, have been done, and the Company and each Guarantor
have done all things necessary to make the Notes, when executed by the Company
and authenticated and delivered by the Trustee hereunder and duly issued by the
Company, valid obligations of the Company as hereinafter provided.

                  This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be a part of and to govern indentures qualified under the Trust Indenture Act of
1939, as amended.

                      AND THIS INDENTURE FURTHER WITNESSETH

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

                                  ARTICLE ONE
                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01. Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person
existing at the time such Person becomes a Restricted Subsidiary or Indebtedness
of a Restricted Subsidiary assumed in connection with an Asset Acquisition by
such Restricted Subsidiary; provided such Indebtedness was not Incurred in
connection with or in contemplation of such Person becoming a Restricted
Subsidiary or such Asset Acquisition.

                  "Adjusted Consolidated Net Income" means, for any period, the
aggregate net income (or loss) of the Company and its Restricted Subsidiaries
for such period determined in conformity with GAAP; provided that the following
items shall be excluded in computing Adjusted Consolidated Net Income (without
duplication):

                  (i) the net income (or loss) of any Person that is not a
         Restricted Subsidiary, except to the extent of the amount of dividends
         or other distributions actually paid to the Company or any of its
         Restricted Subsidiaries;
<PAGE>   10
                  (ii) the net income (or loss) of any Person accrued prior to
         the date it becomes a Restricted Subsidiary or is merged into or
         consolidated with the Company or any of its Restricted Subsidiaries or
         all or substantially all of the property and assets of such Person are
         acquired by the Company or any of its Restricted Subsidiaries;

                  (iii) the net income of any Restricted Subsidiary to the
         extent that the declaration or payment of dividends or similar
         distributions by such Restricted Subsidiary of such net income is not
         at the time permitted by the operation of the terms of its charter or
         any agreement, instrument, judgment, decree, order, statute, rule or
         governmental regulation applicable to such Restricted Subsidiary;

                  (iv) any gains or losses (on an after-tax basis) attributable
         to sales of assets outside the ordinary course of business of the
         Company and its Restricted Subsidiaries;

                  (v) solely for purposes of calculating the amount of
         Restricted Payments that may be made pursuant to clause (C) of the
         first paragraph of Section 4.04, any amount paid or accrued as
         dividends on Preferred Stock of the Company owned by Persons other than
         the Company and any of its Restricted Subsidiaries; and

                  (vi) all extraordinary gains and, solely for purposes of
         calculating the Interest Coverage Ratio, extraordinary losses.

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

                  "Affiliate" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

                  "Agent" means any Registrar, Co-Registrar, Paying Agent or
authenticating agent.

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

                  "Asset Acquisition" means (i) an investment by the Company or
any of its Restricted Subsidiaries in any other Person pursuant to which such
Person shall become a


                                       2
<PAGE>   11
Restricted Subsidiary or shall be merged into or consolidated with the Company
or any of its Restricted Subsidiaries; provided that such Person's primary
business is, in the judgment of the Board of Directors of the Company, related,
ancillary or complementary to the businesses of the Company and its Restricted
Subsidiaries on the date of such investment or (ii) an acquisition by the
Company or any of its Restricted Subsidiaries of the property and assets of any
Person other than the Company or any of its Restricted Subsidiaries that
constitute substantially all of a division or line of business of such Person;
provided that the property and assets acquired are, in the judgment of the Board
of Directors of the Company, related, ancillary or complementary to the
businesses of the Company and its Restricted Subsidiaries on the date of such
acquisition.

                  "Asset Disposition" means the sale or other disposition by the
Company or any of its Restricted Subsidiaries (other than to the Company or
another Restricted Subsidiary) of (i) all or substantially all of the Capital
Stock of any Restricted Subsidiary or (ii) all or substantially all of the
assets that constitute a division or line of business of the Company or any of
its Restricted Subsidiaries.

                  "Asset Sale" means any sale, transfer or other disposition
(including by way of merger, consolidation or sale-leaseback transaction) in one
transaction or a series of related transactions by the Company or any of its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries of (i) all or any of the Capital Stock of any Restricted
Subsidiary, (ii) all or substantially all of the property and assets of an
operating unit or business of the Company or any of its Restricted Subsidiaries
or (iii) any other property and assets (other than the Capital Stock or other
Investment in an Unrestricted Subsidiary) of the Company or any of its
Restricted Subsidiaries outside the ordinary course of business of the Company
or such Restricted Subsidiary and, in each case, that is not governed by Article
Five of this Indenture; provided that "Asset Sale" shall not include (a) sales
or other dispositions of inventory, receivables and other current assets, (b)
sales, transfers or other dispositions of assets constituting a Permitted
Investment or Restricted Payment permitted to be made under Section 4.04, (c)
sales, transfers or other dispositions of assets with a fair market value not in
excess of $1.0 million in any transaction or series of related transactions, or
(d) any sale, transfer, assignment or other disposition of any property or
equipment that has become damaged, worn out, obsolete or otherwise unsuitable
for use in connection with the business of the Company or its Restricted
Subsidiaries.

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

                  "Board of Directors" means, with respect to any Person, the
Board of Directors such Person or any duly authorized committee of such Board of
Directors.

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


                                       3
<PAGE>   12
                  "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in The City of New York or Wilmington,
Delaware are authorized by law to close.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) in equity of such Person, whether outstanding on
the Closing Date or issued thereafter, including, without limitation, all Common
Stock and Preferred Stock.

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

                  "Capitalized Lease Obligations" means the discounted present
value of the rental obligations under a Capitalized Lease.

                  "Change of Control" means such time as (i) a "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act),
other than the Existing Stockholders and their Affiliates, becomes the ultimate
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more
than 50% of the total voting power of the Voting Stock of the Company on a fully
diluted basis; (ii) a "person" or "group" (within the meaning of Sections 13(d)
and 14(d)(2) of the Exchange Act), other than the Existing Stockholders and
their Affiliates, becomes the ultimate "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of more than 50% of the total voting power of the
Voting Stock of PSF Group Holdings on a fully diluted basis; or (iii)
individuals who on the Closing Date constitute the Board of Directors of the
Company or PSF Group Holdings (together with any new directors whose election by
the Board of Directors of the Company or PSF Group Holdings, as the case may be,
or whose nomination by the Board of Directors of the Company or PSF Group
Holdings, as the case may be, for election by the Company's or PSF Group
Holdings' stockholders, as the case may be, was approved by a vote of at least a
majority of the members of the Board of Directors of the Company or PSF Group
Holdings, as the case may be, then in office who either were members of the
Board of Directors of the Company or PSF Group Holdings, as the case may be, on
the Closing Date or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the members of the
Board of Directors of the Company or PSF Group Holdings, as the case may be,
then in office.

                  "Closing Date" means the date on which the Notes are
originally issued under this Indenture.

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

                  "Commodity Agreement" means any forward contract, commodity
swap agreement, commodity option agreement or other similar agreement or
arrangement.


                                       4
<PAGE>   13
                  "Common Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's equity, other than Preferred
Stock of such Person, whether outstanding on the Closing Date or issued
thereafter, including, without limitation, all series and classes of such common
stock.

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

                  "Company Order" means a written request or order signed in the
name of the Company (i) by its Chairman, a Vice Chairman, its President or a
Vice President and (ii) by its Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary and delivered to the Trustee; provided, however, that
such written request or order may be signed by any two of the officers or
directors listed in clause (i) above in lieu of being signed by one of such
officers or directors listed in such clause (i) and one of the officers listed
in clause (ii) above.

                  "Consolidated EBITDA" means, for any period, Adjusted
Consolidated Net Income for such period plus, to the extent such amount was
deducted in calculating such Adjusted Consolidated Net Income: (i) Consolidated
Interest Expense, (ii) income taxes, (iii) depreciation expense, (iv)
amortization expense, (v) non-recurring fees and expenses incurred in connection
with the consummation of any acquisition in an aggregate amount not to exceed 5%
of the total consideration of such acquisition and (vi) all other non-cash items
reducing Adjusted Consolidated Net Income (other than items that will require
cash payments and for which an accrual or reserve is, or is required by GAAP to
be, made), less all non-cash items increasing Adjusted Consolidated Net Income,
all as determined on a consolidated basis for the Company and its Restricted
Subsidiaries in conformity with GAAP; provided that, if any Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA
shall be reduced (to the extent not otherwise reduced in accordance with GAAP)
by an amount equal to (a) the amount of the Adjusted Consolidated Net Income
attributable to such Restricted Subsidiary multiplied by (b) the percentage
ownership interest in the income of such Restricted Subsidiary not owned on the
last day of such period by the Company or any of its Restricted Subsidiaries.

                  "Consolidated Interest Expense" means, for any period, the
aggregate amount of interest in respect of Indebtedness (including, without
limitation, amortization of original issue discount on any Indebtedness and the
interest portion of any deferred payment obligation, calculated in accordance
with the effective interest method of accounting; all commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing; the net costs associated with Interest Rate Agreements
(provided that if Interest Rate Agreements result in net benefits rather than
costs, such benefits shall be credited in determining Consolidated Interest
Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in
Consolidated Net Income); and Indebtedness that is Guaranteed or secured by the
Company or any of its Restricted Subsidiaries) and all but the principal
component of rentals in respect of Capitalized Lease Obligations paid, accrued
or scheduled to be paid or to be accrued by the Company and its Restricted
Subsidiaries during such period; excluding, however, (i) any amount of such
interest of any Restricted Subsidiary if the net income of such Restricted


                                       5
<PAGE>   14
Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income
pursuant to clause (iii) of the definition thereof (but only in the same
proportion as the net income of such Restricted Subsidiary is excluded from the
calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the
definition thereof) and (ii) any premiums, fees and expenses (and any
amortization thereof) payable in connection with the offering of the Notes, all
as determined on a consolidated basis (without taking into account Unrestricted
Subsidiaries) in conformity with GAAP.

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

                  "ContiGroup" means ContiGroup Companies, Inc., a Delaware
corporation.

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

                  "Credit Agreement" means the Credit Agreement between the
Company, the lenders party thereto and U.S. Bancorp Ag Credit, Inc. (formerly
FBS Ag Credit, Inc.), as Agent, dated August 27, 1997, together with all
agreements, instruments and documents executed or delivered pursuant thereto and
in connection therewith, in each case as amended, supplemented, extended,
renewed, replaced (by one or more credit facilities or debt instruments
supplemental thereto) or otherwise modified from time to time including, without
limitation, any agreement increasing the amount of, extending the maturity of,
refinancing (in whole or in part) or otherwise restructuring (including, but not
limited to, by the inclusion of additional or different lenders thereunder,
additional borrowers or guarantors thereof or by the addition of collateral or
other credit enhancement to support the obligations thereunder) all or any
portion of the Indebtedness under such agreement or any successor agreement or
agreements (regardless of when incurred).

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement.

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


                                       6
<PAGE>   15
                  "Depositary" means The Depository Trust Company, its nominees,
and their respective successors.

                  "Disqualified Stock" means any class or series of Capital
Stock of any Person that by its terms or otherwise is (i) required to be
redeemed prior to the Stated Maturity of the Notes, (ii) redeemable at the
option of the holder of such class or series of Capital Stock at any time prior
to the Stated Maturity of the Notes or (iii) convertible into or exchangeable
for Capital Stock referred to in clause (i) or (ii) above or Indebtedness having
a scheduled maturity prior to the Stated Maturity of the Notes; provided that
any Capital Stock that would not constitute Disqualified Stock but for
provisions thereof giving holders thereof the right to require such Person to
repurchase or redeem such Capital Stock upon the occurrence of an "asset sale"
or "change of control" occurring prior to the Stated Maturity of the Notes shall
not constitute Disqualified Stock if the "asset sale" or "change of control"
provisions applicable to such Capital Stock are no more favorable to the holders
of such Capital Stock than the provisions contained in Section 4.11 and Section
4.12 and such Capital Stock specifically provides that such Person will not
repurchase or redeem any such stock pursuant to such provision prior to the
Company's repurchase of such Notes as are required to be repurchased pursuant to
Section 4.11 and Section 4.12.

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

                  "Excess Proceeds" has the meaning provided in Section 4.11.

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

                  "Exchange Notes" means any securities of the Company
containing terms identical to the Notes (except that such Exchange Notes shall
be registered under the Securities Act) that are issued and exchanged for the
Notes pursuant to the Registration Rights Agreement and this Indenture.

                  "Existing Stockholders" means (i) PSF Group Holdings; (ii)
ContiGroup; (iii) Mary Ann Fribourg; (iv) each of the five children of Michel
Fribourg; and (v) any lineal descendants of any of the five children of Michel
Fribourg; provided that any such descendant shall only be deemed to be an
"Existing Stockholder" to the extent such descendant acquired beneficial
ownership of stock of the Company or PSF Group Holdings directly or indirectly
from Mary Ann Fribourg or any of the five children of Michel Fribourg.

                  "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.

                  "Foreign Subsidiary" means any Restricted Subsidiary of the
Company that is an entity which is a controlled foreign corporation under
Section 957 of the Internal Revenue Code.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Closing Date, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of


                                       7
<PAGE>   16
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession. All ratios and
computations contained or referred to in this Indenture shall be computed in
conformity with GAAP applied on a consistent basis, except that calculations
made for purposes of determining compliance with the terms of the covenants and
with other provisions of this Indenture shall be made without giving effect to
(i) the amortization of any expenses incurred in connection with the offering of
the Notes and (ii) except as otherwise provided, the amortization of any amounts
required or permitted by Accounting Principles Board Opinion Nos. 16 and 17.

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

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

                  "Guaranteed Indebtedness" has the meaning provided in Section
4.07.

                  "Guarantor" means each of PSF Group Holdings and each
Subsidiary Guarantor until (a) a successor replaces it pursuant to Article Five
of this Indenture and thereafter means the successor or (b) it is released from
its Guarantee pursuant to the terms of this Indenture.

                  "Holder" or "Noteholder" means the registered holder of any
Note.

                  "Incur" means, with respect to any Indebtedness, to incur
create, issue, assume, Guarantee or otherwise become liable for or with respect
to, or become responsible for, the payment of, contingently or otherwise, such
Indebtedness; provided that (i) any Indebtedness of a Person existing at the
time such Person becomes a Restricted Subsidiary will be deemed to be incurred
by such Restricted Subsidiary at the time that it becomes a Restricted
Subsidiary and (ii) neither the accrual of interest nor the accretion of
original issue discount shall be considered an Incurrence of Indebtedness.

                  "Indebtedness" means, with respect to any Person at any date
of determination (without duplication):

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

                  (ii) all obligations of such Person evidenced by bonds,
         debentures, notes or other similar instruments (other than, in the case
         of the Company and the Subsidiary


                                       8
<PAGE>   17
         Guarantors, any non-negotiable bonds, debentures or notes or similar
         instruments of the Company or any Subsidiary Guarantor issued to its
         insurance carriers in lieu of maintenance of policy reserves in
         connection with workers' compensation and liability insurance programs
         of the Company or any Subsidiary Guarantor);

                  (iii) all obligations of such Person in respect of letters of
         credit or other similar instruments (including reimbursement
         obligations with respect thereto, but excluding obligations with
         respect to letters of credit (including trade letters of credit)
         securing obligations (other than obligations described in (i) or (ii)
         above or (v), (vi) or (vii) below) entered into in the ordinary course
         of business of such Person to the extent such letters of credit are not
         drawn upon or, if drawn upon, to the extent such drawing is reimbursed
         no later than the third Business Day following receipt by such Person
         of a demand for reimbursement);

                  (iv) all obligations of such Person to pay the deferred and
         unpaid purchase price of property or services, which purchase price is
         due more than six months after the date of placing such property in
         service or taking delivery and title thereto or the completion of such
         services, except Trade Payables;

                  (v) all Capitalized Lease Obligations;

                  (vi) all Indebtedness of other Persons secured by a Lien on
         any asset of such Person, whether or not such Indebtedness is assumed
         by such Person; provided that the amount of such Indebtedness shall be
         the lesser of (a) the fair market value of such asset at such date of
         determination and (b) the amount of such Indebtedness;

                  (vii) all Indebtedness of other Persons Guaranteed by such
         Person to the extent such Indebtedness is Guaranteed by such Person;
         and

                  (viii) to the extent not otherwise included in this
         definition, obligations under Commodity Agreements, Currency Agreements
         and Interest Rate Agreements (other than Commodity Agreements, Currency
         Agreements and Interest Rate Agreements designed solely to protect the
         Company or its Restricted Subsidiaries against fluctuations in
         commodity prices, foreign currency exchange rates or interest rates and
         that do not increase the Indebtedness of the obligor outstanding at any
         time other than as a result of fluctuations in commodity prices,
         foreign currency exchange rates or interest rates or by reason of fees,
         indemnities and compensation payable thereunder).

                  The amount of Indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation,
assuming such contingency had occurred on such date, provided

                  (A) that the amount outstanding at any time of any
         Indebtedness issued with original issue discount is the face amount of
         such Indebtedness less the remaining unamortized portion of the
         original issue discount of such Indebtedness at such time as determined
         in conformity with GAAP,


                                       9
<PAGE>   18
                  (B) that money borrowed and set aside at the time of the
         Incurrence of any Indebtedness in order to pre-fund the payment of the
         interest on such Indebtedness shall not be deemed to be "Indebtedness"
         so long as such money is held to secure the payment of such interest;
         provided that the release of such money to make such interest payments
         shall not constitute an Incurrence of Indebtedness and

                  (C) that Indebtedness shall not include:

                           (x) any liability for federal, state, local or other
                  taxes,

                           (y) performance, surety or appeal bonds provided in
                  the ordinary course of business or

                           (z) agreements providing for indemnification,
                  adjustment of purchase price or similar obligations, or
                  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 any
                  case Incurred in connection with the disposition of any
                  business, assets or Restricted Subsidiary (other than
                  Guarantees of Indebtedness Incurred by any Person acquiring
                  all or any portion of such business, assets or Restricted
                  Subsidiary for the purpose of financing such acquisition), so
                  long as the principal amount does not to exceed the gross
                  proceeds actually received by the Company or any Restricted
                  Subsidiary in connection with such disposition.

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

                  "Initial Subsidiary Guarantors" means The Lundy Packing
Company, Premium Standard Farms of North Carolina, Inc., and Lundy
International, Inc.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "Interest Coverage Ratio" means, on any Transaction Date, the
ratio of (i) the aggregate amount of Consolidated EBITDA for the then most
recent four fiscal quarters prior to such Transaction Date for which reports
have been filed with the Commission or provided to the Trustee (the "Four
Quarter Period") to (ii) the aggregate Consolidated Interest Expense during such
Four Quarter Period. In making the foregoing calculation, (A) pro forma effect
shall be given to any Indebtedness Incurred or repaid during the period (the
"Reference Period") commencing on the first day of the Four Quarter Period and
ending on the Transaction Date (other than Indebtedness Incurred or repaid under
a revolving credit or similar arrangement to the extent of the commitment
thereunder (or under any predecessor revolving credit or similar arrangement) in
effect on the last day of such Four Quarter Period unless any portion of such
Indebtedness is projected, in the reasonable judgment of the senior management
of the Company, to remain outstanding for a period in excess of 12 months from
the date of the Incurrence thereof), in each case as if such Indebtedness had
been Incurred or repaid on the first day of such Reference Period; (B)
Consolidated Interest Expense attributable to interest on any Indebtedness


                                       10
<PAGE>   19
(whether existing or being Incurred) computed on a pro forma basis and bearing a
floating interest rate shall be computed as if the rate in effect on the
Transaction Date (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months or, if shorter, at least equal to the remaining term of such
Indebtedness) had been the applicable rate for the entire period; (C) pro forma
effect shall be given to Asset Dispositions and Asset Acquisitions (including
giving pro forma effect to the application of proceeds of any Asset Disposition)
that occur during such Reference Period as if they had occurred and such
proceeds had been applied on the first day of such Reference Period; and (D) pro
forma effect shall be given to asset dispositions and asset acquisitions
(including giving pro forma effect to the application of proceeds of any asset
disposition) that have been made by any Person that has become a Restricted
Subsidiary or has been merged with or into the Company or any Restricted
Subsidiary during such Reference Period and that would have constituted Asset
Dispositions or Asset Acquisitions had such transactions occurred when such
Person was a Restricted Subsidiary as if such asset dispositions or asset
acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the
first day of such Reference Period; provided that, to the extent that clause (C)
or (D) of this sentence requires that pro forma effect be given to an Asset
Acquisition or Asset Disposition, such pro forma calculation shall be based upon
the four full fiscal quarters immediately preceding the Transaction Date of the
Person, or division or line of business of the Person, that is acquired or
disposed for which financial information is available.

                  "Interest Payment Date" means each semiannual interest payment
date on June 15 and December 15 of each year, commencing December 15, 2001.

                  "Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement, option or future contract or other
similar agreement or arrangement.

                  "Investment" in any Person means any direct or indirect
advance, loan or other extension of credit (including, without limitation, by
way of Guarantee or similar arrangement; but excluding advances to customers or
suppliers in the ordinary course of business that are, in conformity with GAAP,
recorded as accounts receivable, prepaid expenses or deposits on the balance
sheet of the Company or its Restricted Subsidiaries and endorsements for
collection or deposit arising in the ordinary course of business) 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 of Capital Stock, bonds, notes, debentures or other
similar instruments issued by, such Person and shall include (i) the designation
of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii) the retention
of the Capital Stock (or any other Investment) by the Company or any of its
Restricted Subsidiaries, of (or in) any Person that has ceased to be a
Restricted Subsidiary, including without limitation, by reason of any
transaction permitted by clause (iii) or (iv) of Section 4.06. For purposes of
the definition of "Unrestricted Subsidiary" and Section 4.04, (a) the amount of
or a reduction in an Investment shall be equal to the fair market value thereof
at the time such Investment is made or reduced and (b) in the event the Company
or a Restricted Subsidiary makes an Investment by transferring assets to any
Person and as part of such transaction receives Net Cash Proceeds, the amount of
such Investment shall be the fair market value of the assets less the amount of
Net


                                       11
<PAGE>   20
Cash Proceeds so received, provided the Net Cash Proceeds are applied in
accordance with clause (i)(A) or (ii)(B) of Section 4.11.

                  "L&S Farms" means L&S Farms, a North Carolina general
partnership.

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

                  "Moody's" means Moody's Investors Service, Inc. and its
successors.

                  "Net Cash Proceeds" means:

                  (a) with respect to any Asset Sale, the proceeds of such Asset
         Sale in the form of cash or cash equivalents, including payments in
         respect of deferred payment obligations (to the extent corresponding to
         the principal, but not interest, component thereof) when received in
         the form of cash or cash equivalents and proceeds from the conversion
         of other property received when converted to cash or cash equivalents,
         net of (i) brokerage commissions and other fees and expenses (including
         fees and expenses of counsel and investment bankers) related to such
         Asset Sale; (ii) provisions for all taxes (whether or not such taxes
         will actually be paid or are payable) as a result of such Asset Sale
         without regard to the consolidated results of operations of the Company
         and its Restricted Subsidiaries, taken as a whole; (iii) payments made
         to repay Indebtedness or any other obligation outstanding at the time
         of such Asset Sale that either (x) is secured by a Lien on the property
         or assets sold or (y) is required to be paid as a result of such sale;
         (iv) all distributions and other payments required to be made to
         minority interest holders in any Restricted Subsidiary as a result of
         such Asset Sale, provided that such distributions and payments are made
         to such holders on a pro rata basis based on such holder's interest in
         such Restricted Subsidiary; and (v) appropriate amounts to be provided
         by the Company or any Restricted Subsidiary as a reserve against any
         liabilities associated with such Asset Sale, including, without
         limitation, pension and other post-employment benefit liabilities,
         liabilities related to environmental matters and liabilities under any
         indemnification obligations associated with such Asset Sale, all as
         determined in conformity with GAAP; and

                  (b) with respect to a capital contribution or any issuance or
         sale of Capital Stock, the proceeds of such issuance or sale in the
         form of cash or cash equivalents, including payments in respect of
         deferred payment obligations (to the extent corresponding to the
         principal, but not interest, component thereof) when received in the
         form of cash or cash equivalents and proceeds from the conversion of
         other property received when converted to cash or cash equivalents, net
         of attorneys' fees, accountants' fees, underwriters' or placement
         agents' fees, discounts or commissions and brokerage, consultant and
         other fees incurred in connection with such issuance or sale and net of
         taxes paid or payable as a result thereof.

                  "Non-U.S. Person" means a person who is not a "U.S. person"
(as defined in Regulation S).


                                       12
<PAGE>   21
                  "Note Guarantee" means any Guarantee of the obligations of the
Company under this Indenture and the Notes by any Guarantor.

                  "Notes" means any of the securities, as defined in the first
paragraph of the recitals hereof, that are authenticated and delivered under
this Indenture. For all purposes of this Indenture, the term "Notes" shall
include the Notes initially issued on the Closing Date, any Exchange Notes to be
issued and exchanged for any Notes pursuant to the Registration Rights Agreement
and this Indenture and any other Notes issued after the Closing Date under this
Indenture. For purposes of this Indenture, all Notes shall vote together as one
series of Notes under this Indenture.

                  "Offer to Purchase" means an offer to purchase Notes by the
Company from the Holders commenced by mailing a notice to the Trustee and each
Holder stating:

                  (1) the covenant pursuant to which the offer is being made and
         that all Notes validly tendered will be accepted for payment on a pro
         rata basis;

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

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

                  (4) that, unless the Company defaults in the payment of the
         purchase price, any Note accepted for payment pursuant to the Offer to
         Purchase shall cease to accrue interest on and after the Payment Date;

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

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

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

                  On the Payment Date, the Company shall (a) accept for payment
on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to
Purchase; (b) deposit with the Paying Agent money sufficient to pay the purchase
price of all Notes or portions thereof so


                                       13
<PAGE>   22
accepted; and (c) deliver, or cause to be delivered, to the Trustee all Notes or
portions thereof so accepted together with an Officers' Certificate specifying
the Notes or portions thereof accepted for payment 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, and the Trustee shall promptly authenticate
and mail to such Holders a new Note equal in principal amount to any unpurchased
portion of the Note surrendered; provided that each Note purchased and each new
Note issued shall be in a principal amount of $1,000 or integral multiples of
$1,000. The Company shall publicly announce the results of an Offer to Purchase
as soon as practicable after the Payment Date. The Trustee shall act as the
Paying Agent for an Offer to Purchase. The Company shall comply with Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable, in the event that the
Company is required to repurchase Notes pursuant to an Offer to Purchase.

                  "Officer" means, with respect to the Company, (i) the Chairman
of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the
President, any Vice President or the Chief Financial Officer, and (ii) the
Treasurer or any Assistant Treasurer, or the Secretary or any Assistant
Secretary.

                  "Officers' Certificate" means a certificate signed by one
Officer listed in clause (i) of the definition thereof and one Officer listed in
clause (ii) of the definition thereof or two officers listed in clause (i) of
the definition thereof. Each Officers' Certificate (other than certificates
provided pursuant to TIA Section 314(a)(4)) shall include the statements
provided for in TIA Section 314(e).

                  "Offshore Global Note" 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 signed by legal
counsel reasonably acceptable to the Trustee, who may be an employee of or
counsel to the Company, that meets the requirements of Section 11.04. Each such
Opinion of Counsel shall include the statements provided for in TIA Section
314(e).

                  "Paying Agent" has the meaning provided in Section 2.04,
except that, for the purposes of Article Eight, the Paying Agent shall not be
the Company or a Subsidiary of the Company or an Affiliate of any of them. The
term "Paying Agent" includes its successors and assigns and any additional
Paying Agent.

                  "Payment Date" has the meaning provided in the definition of
Offer to Purchase. "Permanent Offshore Global Notes" has the meaning provided in
Section 2.01.

                  "Permitted Investment" means:


                  (i) an Investment in the Company or a Subsidiary Guarantor or
         a person which will, upon the making of such Investment, become a
         Subsidiary Guarantor or be merged or consolidated with or into or
         transfer or convey all or substantially all its assets to, the Company
         or a Subsidiary Guarantor; provided that such person's primary business


                                       14
<PAGE>   23
         is related, ancillary or complementary to the businesses of the Company
         and its Restricted Subsidiaries on the date of such Investment;

                  (ii) Temporary Cash Investments;

                  (iii) payroll, travel and similar advances to cover matters
         that are expected at the time of such advances ultimately to be treated
         as expenses in accordance with GAAP;

                  (iv) stock, obligations or securities received in settlement
         of debts created in the ordinary course of business and owing to the
         Company or any Restricted Subsidiary pursuant to a work-out or similar
         arrangement or proceeding or in satisfaction of judgments or pursuant
         to any plan of reorganization or similar arrangement upon the
         bankruptcy or insolvency of a debtor;

                  (v) an Investment in an Unrestricted Subsidiary consisting
         solely of an Investment in another Unrestricted Subsidiary;

                  (vi) Commodity Agreements, Interest Rate Agreements and
         Currency Agreements designed solely to protect the Company or its
         Restricted Subsidiaries against fluctuations in commodity prices,
         interest rates or foreign currency exchange rates;

                  (vii) loans and advances to employees and officers of the
         Company and its Restricted Subsidiaries in an amount not to exceed $2.0
         million outstanding at any time;

                  (viii) Investments existing on the Closing Date; and

                  (ix) Investments having an aggregate fair market value
         (measured on the date each such Investment was made and without giving
         effect to subsequent changes in value), in an aggregate amount not to
         exceed 5% of Adjusted Consolidated Net Tangible Assets (determined as
         of the date of the last fiscal quarter for which a consolidated balance
         sheet of the Company and its Subsidiaries has been filed with the
         Commission or provided to the Trustee) at any time outstanding plus the
         net reduction in Investments made pursuant to this clause (ix)
         resulting from distributions on or repayments of such Investments or
         from the Net Cash Proceeds from the sale or other disposition of any
         such Investment (except in each case to the extent of any gain on such
         sale or disposition that would be included in the calculation of
         Adjusted Consolidated Net Income for purposes of clause (C)(1) of
         Section 4.04) or from such Person becoming a Restricted Subsidiary
         (valued in each case as provided in the definition of "Investments") or
         the release of any Guarantee; provided that the net reduction in any
         Investment shall not exceed the amount of such Investment.

                  "Permitted Liens" means:

                  (i) Liens for taxes, assessments, governmental charges or
         claims that are not yet delinquent or are being contested in good faith
         by appropriate legal proceedings promptly instituted and diligently
         conducted and for which a reserve or other appropriate provision, if
         any, as shall be required in conformity with GAAP shall have been made;


                                       15
<PAGE>   24
                  (ii) statutory and common law Liens of landlords and carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen, agisters or
         other similar Liens arising in the ordinary course of business
         (including construction of facilities) and with respect to amounts not
         yet delinquent or being contested in good faith by appropriate legal
         proceedings promptly instituted and diligently conducted and for which
         a reserve or other appropriate provision, if any, as shall be required
         in conformity with GAAP shall have been made;

                  (iii) Liens incurred or deposits made in the ordinary course
         of business in connection with workers' compensation, unemployment
         insurance and other types of social security and other similar
         legislation;

                  (iv) Liens incurred or deposits made to secure the performance
         of tenders, bids, leases, statutory or regulatory obligations, bankers'
         acceptances, surety and appeal bonds, government contracts, performance
         and return-of-money bonds, warranty obligations and other obligations
         of a similar nature incurred in the ordinary course of business
         (including to facilitate the purchase, shipment or storage of inventory
         or goods but exclusive of obligations for the payment of borrowed
         money);

                  (v) easements, rights-of-way, municipal and zoning ordinances
         and similar charges, encumbrances, title defects or other
         irregularities that do not materially interfere with the ordinary
         course of business of the Company or any of its Restricted
         Subsidiaries;

                  (vi) leases or subleases granted to others that do not
         materially interfere with the ordinary course of business of the
         Company and its Restricted Subsidiaries, taken as a whole;

                  (vii) Liens encumbering property or assets under construction
         arising from progress or partial payments by a customer of the Company
         or its Restricted Subsidiaries relating to such property or assets;

                  (viii) any interest or title of a lessor in the property
         subject to any Capitalized Lease or operating lease;

                  (ix) Liens arising from filing Uniform Commercial Code
         financing statements regarding leases or consignments;

                  (x) Liens on property of, or on shares of Capital Stock or
         Indebtedness of, any Person existing at the time such Person becomes,
         or becomes a part of, any Restricted Subsidiary; provided that such
         Liens do not extend to or cover any property or assets of the Company
         or any Restricted Subsidiary other than the property or assets
         acquired;

                  (xi) Liens in favor of the Company or any Restricted
         Subsidiary;

                  (xii) Liens arising from the rendering of a final judgment or
         order against the Company or any Restricted Subsidiary that does not
         give rise to an Event of Default;


                                       16
<PAGE>   25
                  (xiii) Liens securing reimbursement obligations with respect
         to letters of credit that encumber documents and other property
         relating to such letters of credit and the products and proceeds
         thereof;

                  (xiv) Liens in favor of customs and revenue authorities
         arising as a matter of law to secure payment of customs duties in
         connection with the importation of goods;

                  (xv) Liens encumbering customary initial deposits and margin
         deposits, and other Liens that are within the general parameters
         customary in the industry and incurred in the ordinary course of
         business, in each case, securing Indebtedness under Commodity
         Agreements, Interest Rate Agreements and Currency Agreements designed
         solely to protect the Company or any of its Restricted Subsidiaries
         from fluctuations in interest rates, currencies or the price of
         commodities;

                  (xvi) Liens arising out of conditional sale, title retention,
         consignment or similar arrangements for the sale of goods entered into
         by the Company or any of its Restricted Subsidiaries in the ordinary
         course of business;

                  (xvii) Liens on shares of Capital Stock of any Unrestricted
         Subsidiary to secure Indebtedness of such Unrestricted Subsidiary;

                  (xviii) Liens on or sales of receivables and the proceeds
         thereof;

                  (xix) Liens securing obligations to a trustee pursuant to the
         compensation and indemnity provisions of any indenture and Liens
         securing compensation and indemnity obligations to a trustee or agent
         with respect to any security interest granted in connection with any
         Indebtedness permitted under the terms of this Indenture; and

                  (xx) Liens on property or assets used to defease Indebtedness
         that was not incurred in violation of this Indenture.

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

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

                  "Preferred Stock" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) of such Person's preferred or preference equity,
whether outstanding on the Closing Date or issued thereafter, including, without
limitation, all series and classes of such preferred or preference stock.

                  "principal" of a debt security, including the Notes, means the
principal amount due on the Stated Maturity as shown on such debt security.

                  "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth in Section 2.02.


                                       17
<PAGE>   26
                  "PSF Group Holdings" means PSF Group Holdings, Inc., a
Delaware corporation and its successors.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

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

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

                  "Registrar" has the meaning provided in Section 2.04.

                  "Registration Rights Agreement" means the registration rights
agreement among the Company, the Guarantors, Morgan Stanley & Co. Incorporated
and J.P. Morgan Securities Inc. dated June 4, 2001.

                  "Registration Statement" means the Registration Statement as
defined and described in the Registration Rights Agreement.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the June 1 or December 1 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

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

                  "Replacement Assets" means, on any date, property or assets
(other than current assets) of a nature or type or that are used in a business
(or an Investment in a company having property or assets of a nature or type, or
engaged in a business) similar or related to the nature or type of the property
and assets of, or the business of, the Company and its Restricted Subsidiaries
existing on such date.

                  "Responsible Officer," when used with respect to the Trustee,
means any officer of the Trustee in its Corporate Trust Office with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

                  "Restricted Payments" has the meaning provided in Section
4.04.

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

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

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, and its successors.


                                       18
<PAGE>   27
                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Security Register" has the meaning provided in Section 2.04.

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

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

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

                  "Subsidiary" means, with respect to any Person, any
corporation, association or other business entity of which more than 50% of the
voting power of the outstanding Voting Stock is owned, directly or indirectly,
by such Person and one or more other Subsidiaries of such Person.

                  "Subsidiary Guarantee" means any Guarantee by a Restricted
Subsidiary of the Company of the obligations of the Company under this
Indenture.

                  "Subsidiary Guarantor" means any Initial Subsidiary Guarantor
and any other Restricted Subsidiary which Guarantees the Company's obligations
under this Indenture.

                  "Temporary Cash Investment" means any of the following:

                  (i) direct obligations of the United States of America or any
         agency thereof or obligations fully and unconditionally guaranteed by
         the United States of America or any agency thereof;

                  (ii) time deposit accounts, certificates of deposit and money
         market deposits maturing within one year of the date of acquisition
         thereof or demand deposits issued by a bank or trust company which is
         organized under the laws of the United States of America, any state
         thereof or any foreign country recognized by the United States of
         America, and which bank or trust company has capital, surplus and
         undivided profits aggregating in excess of $100 million (or the foreign
         currency equivalent thereof) and has outstanding debt which is rated
         "A" (or such similar equivalent rating) or higher by at least one
         nationally recognized statistical rating organization (as defined in
         Rule 436 under the Securities Act) or any money market fund sponsored
         by a registered broker dealer or mutual fund distributor;


                                       19
<PAGE>   28
                  (iii) repurchase obligations with a term of not more than 30
         days for underlying securities of the types described in clause (i)
         above entered into with a bank or trust company meeting the
         qualifications described in clause (ii) above;

                  (iv) commercial paper, maturing not more than one year after
         the date of acquisition, issued by a corporation (other than an
         Affiliate of the Company) organized and in existence under the laws of
         the United States of America, any state thereof or any foreign country
         recognized by the United States of America with a rating at the time as
         of which any investment therein is made of "P-1" (or higher) according
         to Moody's or "A-1" (or higher) according to S&P;

                  (v) securities with maturities of one year or less from the
         date of acquisition issued or fully and unconditionally guaranteed by
         any state, commonwealth or territory of the United States of America,
         or by any political subdivision or taxing authority thereof, and rated
         at least "A" by S&P or Moody's;

                  (vi) any mutual fund that has at least 95% of its assets
         continuously invested in investments of the types described in clauses
         (i) through (v) above; and

                  (vii) in the case of Foreign Subsidiaries, in short term
         investments comparable to the foregoing.

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

                  "TIA" or "Trust Indenture Act" means the Trust Indenture Act
of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as in effect on the date
this Indenture was executed, except as provided in Section 9.06.

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

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

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

                  "United States Bankruptcy Code" means the Bankruptcy Reform
Act of 1978, as amended and as codified in Title 11 of the United States Code,
as amended from time to time hereafter, or any successor federal bankruptcy law.

                  "Unrestricted Subsidiary" means (i) L&S Farms, (ii) any other
Subsidiary of the Company that at the time of determination shall be designated
an Unrestricted Subsidiary by the Board of Directors in the manner provided
below, and (iii) any Subsidiary of an Unrestricted


                                       20
<PAGE>   29
Subsidiary. The Board of Directors may designate any Restricted Subsidiary
(including any newly acquired or newly formed Subsidiary of the Company) to be
an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any Lien on any property of, the Company or any Restricted
Subsidiary; provided that (a) any Guarantee by the Company or any Restricted
Subsidiary of any Indebtedness of the Subsidiary being so designated shall be
deemed an "Incurrence" of such Indebtedness and an "Investment" by the Company
or such Restricted Subsidiary (or both, if applicable) at the time of such
designation; (b) either (A) the Subsidiary to be so designated has total assets
of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such
designation would be permitted under Section 4.04; and (c) if applicable, the
Incurrence of Indebtedness and the Investment referred to in clause (a) of this
proviso would be permitted under Section 4.03 and Section 4.04. The Board of
Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that (I) no Default or Event of Default shall have occurred
and be continuing at the time of or after giving effect to such designation and
(II) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding
immediately after such designation would, if Incurred at such time, have been
permitted to be Incurred (and shall be deemed to have been Incurred) for all
purposes of this Indenture. Any such designation by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

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

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

                  "U.S. Physical Notes" means the Notes issued in the form of
permanent certificated Notes in registered form in substantially the form set
forth in Exhibit A to Institutional Accredited Investors which are not QIBs
(excluding Non-U.S. Persons).

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

                  "Wholly Owned" means, with respect to any Subsidiary of any
Person, the ownership of all of the outstanding Capital Stock of such Subsidiary
(other than any director's


                                       21
<PAGE>   30
qualifying shares or Investments by foreign nationals mandated by applicable
law) by such Person or one or more Wholly Owned Subsidiaries of such Person.

                  SECTION 1.02. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "indenture securities" means the 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; and

                  "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 a rule of the
Commission and not otherwise defined herein have the meanings assigned to them
therein.

SECTION 1.03.     Rules of Construction.  Unless the context otherwise requires:

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

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

                  (iii) "or" is not exclusive;

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

                  (v) provisions apply to successive events and transactions;

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

                  (vii) all ratios and computations based on GAAP contained in
         this Indenture shall be computed in accordance with the definition of
         GAAP set forth in Section 1.01; and

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

                                       22
<PAGE>   31
                                  ARTICLE TWO
                                    THE NOTES

                  SECTION 2.01. Form and Dating. The Notes and the Trustee's
certificate of authentication shall be substantially in the form annexed hereto
as Exhibit A with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture. The Notes may
have notations, legends or endorsements required by law, stock exchange
agreements to which the Company or the Guarantors are subject or usage. The
Company shall approve the form of the Notes and any notation, legend or
endorsement on the Notes. Each Note shall be dated the date of its
authentication.

                  The terms and provisions contained in the form of the Notes
annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a
part of this Indenture. To the extent applicable, the Company, each Guarantor
and the Trustee, 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 Depositary, deposited with
the Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the
Depositary or its nominee, in accordance with the instructions given by the
Holder thereof, 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 temporary
Global Notes in registered form substantially in the form set forth in Exhibit A
(the "Temporary Offshore Global Notes"), registered in the name of the nominee
of the Depositary, deposited with the Trustee, as custodian for the Depositary,
duly executed by the Company and authenticated by the Trustee as hereinafter
provided. At any time on or after July 17, 2001, upon receipt by the Trustee and
the Company of a certificate substantially in the form of Exhibit B hereto, one
or more permanent global Notes in registered form substantially in the form set
forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the
Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by
the Company and authenticated by the Trustee as hereinafter provided shall be
deposited with the Trustee, as custodian for the Depositary or its nominee, and
the Registrar shall reflect on its books and records the date and a decrease in
the principal amount of the Temporary Offshore Global Notes in an amount equal
to the principal amount of the beneficial interest in the Temporary Offshore
Global Notes transferred.

                  Notes transferred to Institutional Accredited Investors
pursuant to Section 2.08(a) of this Indenture shall be issued in the form of
permanent certificated Notes in registered form in substantially the form set
forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section
2.07 in exchange for interests in the Offshore Global Notes shall be in the form
of permanent certificated Notes in registered form substantially in the form set
forth in Exhibit A (the "Offshore Physical Notes").


                                       23
<PAGE>   32
                  The Offshore Physical Notes and 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."

                  The definitive Notes shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Notes may be listed, all as determined by the Officers executing such Notes, as
evidenced by their execution of such Notes.

                  SECTION 2.02. 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
on the face thereof, (ii) the Offshore Physical Notes, until at least the 41st
day after the Closing Date and receipt by the Company and the Trustee of a
certificate substantially in the form of Exhibit B hereto, and the Temporary
Offshore Global Notes shall bear the legend set forth below on the face thereof
and (iii) the Company shall have obtained a CUSIP or CINS number (if then
generally in use) with respect to the unlegended Offshore Physical Note or
Offshore Global Note, as the case may be.

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE 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 AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS
         DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
         SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED INVESTOR") OR (C) 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 UNDER RULE 144(k)
         UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF TRANSFER OF THIS
         NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO PREMIUM
         STANDARD FARMS, INC. OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED
         INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
         ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
         INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A
         SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
         RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
         WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), AND, IF SUCH TRANSFER
         IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000,
         AN OPINION OF COUNSEL ACCEPTABLE TO PREMIUM STANDARD FARMS, INC. THAT
         SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE
         UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
         UNDER THE SECURITIES


                                       24
<PAGE>   33
         ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
         144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) 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 NOTE, THE HOLDER MUST TRANSFER AND SUBMIT THIS
         CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN
         INSTITUTIONAL ACCREDITED INVESTOR OR NON-U.S. PERSON, THE HOLDER MUST,
         PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND PREMIUM STANDARD
         FARMS, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS
         EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
         BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
         SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 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.

                  Each Global Note, whether or not an Exchange Note, shall also
bear the following legend on the face thereof:

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

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
         BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE
         SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
         SET FORTH IN SECTION 2.08 OF THE INDENTURE.


                                       25
<PAGE>   34
                  SECTION 2.03. Execution, Authentication and Denominations.
Subject to Article Four and applicable law, the aggregate principal amount of
Notes which may be authenticated and delivered under this Indenture is
unlimited. The Notes shall be executed by two Officers of the Company. The
signature of these Officers on the Notes may be by facsimile or manual signature
in the name and on behalf of the Company.

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

                  A Note shall not be valid until the Trustee or 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.

                  At any time and from time to time after the execution of this
Indenture, the Trustee or an authenticating agent shall upon receipt of a
Company Order authenticate for original issue Notes in the aggregate principal
amount specified in such Company Order; provided that the Trustee shall be
entitled to receive an Officers' Certificate and an Opinion of Counsel of the
Company in connection with such authentication of Notes. Such Company Order
shall specify the amount of Notes to be authenticated and the date on which the
original issue of Notes is to be authenticated and, in case of an issuance of
Notes pursuant to Section 2.15, shall certify that such issuance is in
compliance with Article Four.

                  The Trustee may appoint an authenticating agent to
authenticate Notes. 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 or the Guarantors
or an Affiliate of the Company or the Guarantors.

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

                  SECTION 2.04. Registrar and Paying Agent. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the "Registrar"), an office or agency where Notes may
be presented for payment (the "Paying Agent") and an office or agency where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served, which shall be in the Borough of Manhattan, The City of
New York. The Company shall cause the Registrar to keep a register of the Notes
and of their transfer and exchange (the "Security Register"). The Security
Register shall be in written form or any other form capable of being converted
into written form within a reasonable time. The Company may have one or more
co-Registrars and one or more additional Paying Agents.

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


                                       26
<PAGE>   35
Agent and/or agent for service of notices and demands. 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. The Company, any Subsidiary of the Company, or any
Affiliate of any of them may act as Paying Agent, Registrar or co-Registrar,
and/or agent for service of notice and demands.

                  The Company hereby initially appoints the Trustee as
Registrar, Paying Agent and authenticating agent. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee as of each Regular Record Date and at such other times as the
Trustee may reasonably request the names and addresses of Holders as they appear
in the Security Register, including the aggregate principal amount of Notes held
by each Holder.

                  SECTION 2.05. Paying Agent to Hold Money in Trust. Not later
than 11:00 a.m. (New York City time) on each due date of the principal, premium,
if any, and interest on any Notes, the Company shall deposit with the Paying
Agent money in immediately available funds sufficient to pay such principal,
premium, if any, and interest so becoming due. The Company shall require each
Paying Agent other than the Trustee to agree in writing that such Paying Agent
shall hold in trust for the benefit of the Holders or the Trustee all money held
by the Paying Agent for the payment of principal of, premium, if any, and
interest on the Notes (whether such money has been paid to it by the Company or
any other obligor on the Notes), and such Paying Agent shall promptly 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
pay all money held by it to the Trustee and account for any funds disbursed, and
the Trustee may at any time during the continuance of any payment default, upon
written request to a Paying Agent, require such Paying Agent to pay all money
held by it to the Trustee and to account for any funds disbursed. Upon doing so,
the Paying Agent shall have no further liability for the money so paid over to
the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of
any of them acts as Paying Agent, it will, on or before each due date of any
principal of, premium, if any, or interest on the Notes, segregate and hold in a
separate trust fund for the benefit of the Holders a sum of money sufficient to
pay such principal, premium, if any, or interest so becoming due until such sum
of money shall be paid to such Holders or otherwise disposed of as provided in
this Indenture, and will promptly notify the Trustee of its action or failure to
act.

                  SECTION 2.06. Transfer and Exchange. The Notes are issuable
only in registered form. A Holder may transfer a Note only by written
application to the Registrar stating the name of the proposed transferee and
otherwise complying with the terms of this Indenture. No such transfer shall be
effected until, and such transferee shall succeed to the rights of a Holder only
upon, final acceptance and registration of the transfer by the Registrar in the
Security Register. Prior to the registration of any transfer by a Holder as
provided herein, the Company, the Trustee, and any agent of the Company shall
treat the person in whose name the Note is registered as the owner thereof for
all purposes whether or not the Note shall be overdue,


                                       27
<PAGE>   36
and neither the Company, the Trustee, nor any such agent shall be affected by
notice to the contrary. Furthermore, any Holder of a Global Note shall, by
acceptance of such Global Note, 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 Note shall be required to be reflected in a book entry. When
Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer or to exchange them for an equal principal amount of Notes
of other authorized denominations (including an exchange of Notes for Exchange
Notes), the Registrar shall register the transfer or make the exchange as
requested if its requirements for such transactions are met (including that such
Notes are duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Trustee and Registrar duly executed by the Holder
thereof or by an attorney who is authorized in writing to act on behalf of the
Holder); provided that no exchanges of Notes for Exchange Notes shall occur
until a Registration Statement shall have been declared effective by the
Commission and that any Notes that are exchanged for Exchange Notes shall be
cancelled by the Trustee. To permit registrations of transfers and exchanges,
the Company shall execute and the Trustee shall authenticate Notes at the
Registrar's request. No service charge shall be made for any registration of
transfer or exchange or redemption of the Notes, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or
other similar governmental charge payable upon exchanges pursuant to Section
2.11, 3.08 or 9.04).

                  The Registrar shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Notes selected for redemption under Section 3.03 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Note so selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

                  SECTION 2.07. Book-Entry Provisions for Global Notes. The U.S.
Global Notes and Offshore Global Notes initially shall (i) be registered in the
name of the Depositary for such Global Notes or the nominee of such Depositary,
(ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear
legends as set forth in Section 2.02.

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

                  (b) Transfers of a Global Note shall be limited to transfers
         of such Global Note in whole, but not in part, to the Depositary, its
         successors or their respective nominees. Interests of beneficial owners
         in Global Notes may be transferred in


                                       28
<PAGE>   37
         accordance with the rules and procedures of the Depositary and the
         provisions of Section 2.08. 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 Global Notes, as the case may be, if (i) the Depositary
         notifies the Company that it is unwilling or unable to continue as
         Depositary for the U.S. Global Notes or the Offshore Global 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 Depositary or (iii) in accordance with the rules and
         procedures of the Depositary and the provisions of Section 2.08.

                  (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 of a portion of the
         beneficial interests in a Global Note to beneficial owners pursuant to
         paragraph (b) of this Section 2.07, the Registrar shall 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) of this Section 2.07, the U.S. Global Notes or
         Offshore Global Notes, as the case may be, shall be deemed to be
         surrendered to the Trustee for cancellation, and the Company shall
         execute, and the Trustee shall authenticate and deliver, to each
         beneficial owner identified by the Depositary in exchange for its
         beneficial interest in the 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)
         of this Section 2.07 shall, except as otherwise provided by paragraph
         (f) of Section 2.08, bear the legend regarding transfer restrictions
         applicable to the U.S. Physical Note set forth in Section 2.02.

                  (g) Any Offshore Physical Note delivered in exchange for an
         interest in the Offshore Global Notes pursuant to paragraph (b), (d) or
         (e) of this Section 2.07 shall, except as otherwise provided by
         paragraph (f) of Section 2.08, bear the legend regarding transfer
         restrictions applicable to the Offshore Physical Note set forth in
         Section 2.02.

                  (h) The registered holder of a Global Note may grant proxies
         and otherwise authorize any person, including Agent Members and persons
         that may hold interests


                                       29
<PAGE>   38
         through Agent Members, to take any action which a Holder is entitled to
         take under this Indenture or the Notes.

                  SECTION 2.08. 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 Non-QIB Institutional Accredited Investors.
         The following provisions shall apply with respect to the registration
         of any proposed transfer of a Note to any Institutional Accredited
         Investor which is not a QIB (excluding Non-U.S. Persons):

                           (i) The Registrar shall register the transfer of any
                  Note, whether or not such Note bears the Private Placement
                  Legend, if (x) the requested transfer is after the time period
                  referred to in Rule 144(k) under the Securities Act or (y) the
                  proposed transferee has delivered to the Registrar (A) a
                  certificate substantially in the form of Exhibit C hereto and
                  (B) if the aggregate principal amount of the Notes being
                  transferred is less than $100,000, an opinion of counsel
                  acceptable to the Company that such transfer is in compliance
                  with the Securities Act.

                           (ii) 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 (i) above and (y) instructions given in
                  accordance with the Depositary'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 the Company shall execute, and the Trustee
                  shall authenticate and deliver, one or more U.S. Physical
                  Notes of like tenor and amount.

                  (b) Transfers to QIBs. The following provisions shall apply
         with respect to the registration of any proposed transfer of a Note to
         a QIB (excluding 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


                                       30
<PAGE>   39
                  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
                  Depositary.

                           (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 Depositary'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 Trustee shall cancel the U.S.
                  Physical Notes so transferred.

                  (c) Transfers of Interests in the Temporary Offshore Global
         Notes. The following provisions shall apply with respect to
         registration of any proposed transfer of an interest in a Temporary
         Offshore Global Notes:

                           (i) The Registrar shall register the transfer of any
                  Note (x) if the proposed transferee is a Non-U.S. Person and
                  the proposed transferor has delivered to the Registrar a
                  certificate substantially in the form of Exhibit D hereto or
                  (y) if the proposed transferee is a QIB and the proposed
                  transferor 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.

                           (ii) If the proposed transferee is an Agent Member,
                  upon receipt by the Registrar of the documents referred to in
                  clause (i)(y) above and instructions given in accordance with
                  the Depositary'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 U.S. Global Notes in
                  an amount equal to the principal amount of the Temporary
                  Offshore Global Notes to be transferred, and the Trustee shall
                  decrease the amount of the Temporary Offshore Global Notes.

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


                                       31
<PAGE>   40
         Physical Notes. The Registrar shall register the transfer of any such
         Note without requiring any additional certification.

                  (e) 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:

                           (i) Prior to July 17, 2001, the Registrar shall
                  register any proposed transfer of a Note to a Non-U.S. Person
                  upon receipt of a certificate substantially in the form of
                  Exhibit D hereto from the proposed transferor.

                           (ii) On and after July 17, 2001, 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.

                           (iii) (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 Depositary'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
                  Depositary'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.

                  (f) 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 2.02, (ii) the circumstances contemplated by paragraph
         (a)(i)(x) of this Section 2.08 exist or (iii) there is delivered to the
         Registrar an Opinion of Counsel reasonably satisfactory to the Company
         and the Trustee 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.

                  (g) 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 not
         register a transfer of any Note unless such transfer complies with the
         restrictions on transfer of such Note set forth in this Indenture. In
         connection with any transfer of Notes, each


                                       32
<PAGE>   41
         Holder agrees by its acceptance of the Notes to furnish the Registrar
         or the Company such certifications, legal opinions or other information
         as either of them may reasonably require to confirm that such transfer
         is being made pursuant to an exemption from, or a transaction not
         subject to, the registration requirements of the Securities Act;
         provided that the Registrar shall not be required to determine (but may
         rely on a determination made by the Company with respect to) the
         sufficiency of any such certifications, legal opinions or other
         information.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.07 or this Section
2.08. The Company, at its sole cost and expense, shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable written notice to the
Registrar.

                  SECTION 2.09. Replacement Notes. If a mutilated Note is
surrendered to the Trustee or if the Holder claims that the Note has been lost,
destroyed or wrongfully taken, then, in the absence of written notice to the
Company or the Trustee that such Note has been acquired by a protected
purchaser, the Company shall issue and the Trustee shall authenticate a
replacement Note of like tenor and principal amount and bearing a number not
contemporaneously outstanding; provided that the requirements of this Section
2.09 are met. If required by the Trustee or the Company, an indemnity bond must
be furnished that is sufficient in the judgment of both the Trustee and the
Company to protect the Company, the Trustee or any Agent from any loss that any
of them may suffer if a Note is replaced. The Company may charge such Holder for
its expenses and the expenses of the Trustee in replacing a Note. In case any
such mutilated, lost, destroyed or wrongfully taken Note has become or is about
to become due and payable, the Company in its discretion may pay such Note
instead of issuing a new Note in replacement thereof.

                  Every replacement Note is an additional obligation of the
Company and each Guarantor and shall be entitled to the benefits of this
Indenture.

                  SECTION 2.10. Outstanding Notes. Notes outstanding at any time
are all Notes that have been authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation and those described in
this Section 2.10 as not outstanding.

                  If a Note is replaced pursuant to Section 2.09, it ceases to
be outstanding unless and until the Trustee and the Company receive proof
satisfactory to them that the replaced Note is held by a protected purchaser.

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

                  A Note does not cease to be outstanding because the Company or
one of its Affiliates holds such Note, provided, however, that in determining
whether the Holders of the requisite principal amount of the outstanding Notes
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder, Notes owned by the Company or


                                       33
<PAGE>   42
any other obligor upon the Notes or any Affiliate of the Company or of such
other obligor shall be disregarded and deemed not to be outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes which the Trustee has actual knowledge to be so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not the Company or any other obligor upon the Notes or any Affiliate
of the Company or of such other obligor.

                  SECTION 2.11. Temporary Notes. Until definitive Notes are
ready for delivery, the Company may prepare and execute and the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of definitive Notes but may have insertions, substitutions, omissions and other
variations determined to be appropriate by the Officers executing the temporary
Notes, as evidenced by their execution of such temporary Notes. If temporary
Notes are issued, the Company will cause definitive Notes to be prepared without
unreasonable delay. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the temporary
Notes at the office or agency of the Company designated for such purpose
pursuant to Section 4.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a like principal
amount of definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall be entitled to the same benefits under this Indenture as
definitive Notes.

                  SECTION 2.12. Cancellation. The Company, at any time, may
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee for cancellation any Notes previously
authenticated hereunder which the Company has not issued and sold. The Registrar
and the Paying Agent shall forward to the Trustee any Notes surrendered to them
for registration of transfer, exchange or payment. The Trustee shall cancel all
Notes surrendered for registration of transfer, exchange, payment or
cancellation and shall destroy them in accordance with its normal procedure.

                  SECTION 2.13. CUSIP Numbers. The Company in issuing the Notes
may use "CUSIP," "CINS" or "ISIN" numbers (if then generally in use), and the
Company and the Trustee shall use CUSIP, CINS or ISIN numbers, as the case may
be, in notices of redemption or exchange as a convenience to Holders; provided
that any such notice shall state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption or exchange and that reliance may be placed only on the
other identification numbers printed on the Notes. The Company shall promptly
notify the Trustee of any change in "CUSIP," "CINS" or "ISIN" numbers for the
Notes.

                  SECTION 2.14. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, it shall pay, or shall deposit with the Paying
Agent money in immediately available funds sufficient to pay, the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date. A
special record date, as used in this Section 2.14 with respect to the payment of
any defaulted interest, shall mean the 15th day next preceding the date fixed by
the


                                       34
<PAGE>   43
Company for the payment of defaulted interest, whether or not such day is a
Business Day. At least 15 days before the subsequent special record date, the
Company shall mail to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount of defaulted
interest to be paid.

                  SECTION 2.15. Issuance of Additional Notes. The Company may,
subject to Article Four of this Indenture and applicable law, issue additional
Notes under this Indenture. The Notes issued on the Closing Date and any
additional Notes subsequently issued shall be treated as a single class for all
purposes under this Indenture.

                                 ARTICLE THREE
                                   REDEMPTION

                  SECTION 3.01. Right of Redemption. (a) The Notes are
redeemable, at the Company's option, in whole or in part, at any time or from
time to time, on or after June 15, 2006 and prior to maturity, upon not less
than 30 nor more than 60 days' prior notice mailed by first-class mail to each
Holder's last address, as it appears in the Security Register, at the following
Redemption Prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest Payment Date), if redeemed during the
12-month period commencing June 15 of the years set forth below:

<TABLE>
<CAPTION>
                                                        Redemption
         Year                                             Price
         -------------------------------------------------------------
<S>                                                     <C>
         2006........................................... 104.625%
         2007........................................... 103.083%
         2008........................................... 101.542%
         2009 and thereafter............................ 100.000%
</TABLE>

                  (b) In addition, at any time prior to June 15, 2004, the
Company may redeem up to 35% of the aggregate principal amount of the Notes with
the Net Cash Proceeds of one or more sales of Capital Stock of the Company
(other than Disqualified Stock) or a capital contribution to the Company's
common equity, at any time as a whole or from time to time in part, at a
Redemption Price (expressed as a percentage of principal amount) of 109.250%,
plus accrued and unpaid interest to the Redemption Date (subject to the rights
of Holders of record on the relevant Regular Record Date that is prior to the
Redemption Date to receive interest due on an Interest Payment Date); provided
that (i) at least 65% of the aggregate principal amount of Notes originally
issued on the Closing Date remains outstanding after each such redemption and
(ii) notice of such redemption is mailed within 60 days after such sale of
Capital Stock.

                  SECTION 3.02. Notices to Trustee. If the Company elects to
redeem Notes pursuant to Section 3.01, it shall notify the Trustee in writing of
the Redemption Date and the principal amount of Notes to be redeemed and the
clause of this Indenture pursuant to which redemption shall occur.


                                       35
<PAGE>   44
                  The Company shall give each notice provided for in this
Section 3.02 in an Officers' Certificate at least 45 days before the Redemption
Date (unless a shorter period shall be satisfactory to the Trustee).

                  SECTION 3.03. Selection of Notes to Be Redeemed. If less than
all of the Notes are to be redeemed at any time, the Trustee shall select the
Notes to be redeemed in compliance with the requirements, as certified to it by
the Company, of the principal national securities exchange, if any, on which the
Notes are listed or, if the Notes are not listed on a national securities
exchange or automated quotation system, by lot or by such other method as the
Trustee in its sole discretion shall deem fair and appropriate; provided that no
Note of $1,000 in principal amount or less shall be redeemed in part.

                  The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption. Notes in denominations of
$1,000 in principal amount may only be redeemed in whole. The Trustee may select
for redemption portions (equal to $1,000 in principal amount or any integral
multiple thereof) of Notes that have denominations larger than $1,000 in
principal amount. Provisions of this Indenture that apply to Notes called for
redemption also apply to portions of Notes called for redemption. The Trustee
shall notify the Company and the Registrar promptly in writing of the Notes or
portions of Notes to be called for redemption.

                  SECTION 3.04. Notice of Redemption. With respect to any
redemption of Notes pursuant to Section 3.01, at least 30 days but not more than
60 days before a Redemption Date, the Company shall mail a notice of redemption
by first-class mail to each Holder whose Notes are to be redeemed.

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

                           (i) the Redemption Date;

                           (ii) the Redemption Price;

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

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

                           (v) 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 is to receive payment of the
                  Redemption Price plus accrued interest to the Redemption Date
                  upon surrender of the Notes to the Paying Agent;

                           (vi) that, if any Note is being redeemed in part, the
                  portion of the principal amount (equal to $1,000 in principal
                  amount or any integral multiple thereof) of such Note to be
                  redeemed and that, on and after the Redemption Date, upon
                  surrender of such Note, a new Note or Notes in principal
                  amount equal to the unredeemed portion thereof will be
                  reissued; and

                                       36
<PAGE>   45
                           (vii) that, if any Note contains a CUSIP, CINS or
                  ISIN number as provided in Section 2.13, no representation is
                  being made as to the correctness of the CUSIP, CINS or ISIN
                  number either as printed on the Notes or as contained in the
                  notice of redemption and that reliance may be placed only on
                  the other identification numbers printed on the Notes.

                  At the Company's request (which request may be revoked by the
Company at any time prior to the time at which the Trustee shall have given such
notice to the Holders), made in writing to the Trustee at least 45 days (or such
shorter period as shall be satisfactory to the Trustee) before a Redemption
Date, the Trustee shall give the notice of redemption in the name and at the
expense of the Company. If, however, the Company gives such notice to the
Holders, the Company shall concurrently deliver to the Trustee an Officers'
Certificate stating that such notice has been given.

                  SECTION 3.05. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price. Upon surrender of any Notes to the
Paying Agent, such Notes shall be paid at the Redemption Price, plus accrued
interest, if any, to the Redemption Date.

                  Notice of redemption shall be deemed to be given when mailed,
whether or not the Holder receives the notice. In any event, failure to give
such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of Notes held by Holders to whom such notice was
properly given.

                  SECTION 3.06. Deposit of Redemption Price. On or prior to
11:00 a.m., New York City time, on any Redemption Date, the Company shall
deposit with the Paying Agent (or, if the Company is acting as its own Paying
Agent, shall segregate and hold in trust as provided in Section 2.05) money
sufficient to pay the Redemption Price of and accrued interest on all Notes to
be redeemed on that date other than Notes or portions thereof called for
redemption on that date that have been delivered by the Company to the Trustee
for cancellation.

                  SECTION 3.07. Payment of Notes Called for Redemption. If
notice of redemption has been given in the manner provided above, the Notes or
portion of Notes specified in such notice to be redeemed shall become due and
payable on the Redemption Date at the Redemption Price stated therein, together
with accrued interest to such Redemption Date, and on and after such date
(unless the Company shall default in the payment of such Notes at the Redemption
Price and accrued interest to the Redemption Date, in which case the principal,
until paid, shall bear interest from the Redemption Date at the rate prescribed
in the Notes), such Notes shall cease to accrue interest. Upon surrender of any
Note for redemption in accordance with a notice of redemption, such Note shall
be paid and redeemed by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders registered as such at the close of business on the
relevant Regular Record Date.

                  SECTION 3.08. Notes Redeemed in Part. Upon surrender of any
Note that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to


                                       37
<PAGE>   46
the Holder without service charge, a new Note equal in principal amount to the
unredeemed portion of such surrendered Note.

                                  ARTICLE FOUR
                                    COVENANTS

                  SECTION 4.01. Payment of Notes. The Company shall pay the
principal of, premium, if any, and interest on the Notes on the dates and in the
manner provided in the Notes and this Indenture. An installment of principal,
premium, if any, or interest shall be considered paid on the date due if the
Trustee or Paying Agent (other than the Company, a Subsidiary of the Company, or
any Affiliate of any of them) holds on that date money designated for and
sufficient to pay the installment. If the Company or any Subsidiary of the
Company or any Affiliate of any of them acts as Paying Agent, an installment of
principal, premium, if any, or interest shall be considered paid on the due date
if the entity acting as Paying Agent complies with the last sentence of Section
2.05. As provided in Section 6.09, upon any bankruptcy or reorganization
procedure relative to the Company, the Trustee shall serve as the Paying Agent,
if any, for the Notes.

                  The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at the rate per annum specified in the Notes.

                  SECTION 4.02. Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, The City of New York, an office or
agency where Notes may be surrendered for registration of transfer or exchange
or for presentation for payment and where notices and demands to or upon the
Company in respect of the Notes and this Indenture may be served. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee set forth in Section
11.02.

                  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 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.

                  The Company hereby initially designates Computershare Trust
Company of New York, Wall Street Plaza, 88 Pine Street, New York, New York,
10005 the Corporate Trust Office of the Trustee as such office of the Company in
accordance with Section 2.04.

                  SECTION 4.03. Limitation on Indebtedness. (a) The Company will
not, and will not permit any of its Restricted Subsidiaries to, Incur any
Indebtedness (other than the Notes, the Note Guarantees and other Indebtedness
existing on the Closing Date); provided that


                                       38
<PAGE>   47
the Company or any Subsidiary Guarantor may Incur Indebtedness, and any
Restricted Subsidiary may Incur Acquired Indebtedness, if, after giving effect
to such Incurrence and the receipt and application of the proceeds therefrom,
the Interest Coverage Ratio would be greater than 2.0:1.

                  Notwithstanding the foregoing, the Company and any Restricted
Subsidiary (except as specified below) may Incur each and all of the following:

                           (i) Indebtedness of the Company or any Subsidiary
                  Guarantor outstanding at any time in an aggregate principal
                  amount (together with refinancings thereof) not to exceed the
                  greater of (A) $225 million, less any amount of such
                  Indebtedness permanently repaid as provided under Section 4.11
                  and (B) the sum of (x) 85% of the consolidated book value of
                  the accounts receivable of the Company and its Restricted
                  Subsidiaries (other than any Foreign Subsidiaries) plus (y)
                  80% of the consolidated book value of the inventory of the
                  Company and its Restricted Subsidiaries (other than any
                  Foreign Subsidiaries), in each case determined in accordance
                  with GAAP as of the most recent fiscal quarter for which
                  reports have been filed with the Commission or provided to the
                  Trustee;

                           (ii) Indebtedness owed (A) to the Company or any
                  Subsidiary Guarantor or (B) to any other Restricted
                  Subsidiary; provided that (x) any subsequent event which
                  results in any such Restricted Subsidiary ceasing to be a
                  Restricted Subsidiary or any subsequent transfer of such
                  Indebtedness (other than to the Company or another Restricted
                  Subsidiary) shall be deemed, in each case, to constitute an
                  Incurrence of such Indebtedness not permitted by this clause
                  (ii) and (y) if the Company or any Subsidiary Guarantor is the
                  obligor on such Indebtedness and the payee is a Restricted
                  Subsidiary that is not a Subsidiary Guarantor, such
                  Indebtedness must be expressly subordinated in right of
                  payment to the Notes, in the case of the Company, or the Note
                  Guarantee, in the case of a Subsidiary Guarantor;

                           (iii) Indebtedness issued in exchange for, or the net
                  proceeds of which are used to redeem, defease, refinance or
                  refund, then outstanding Indebtedness (other than Indebtedness
                  outstanding under clause (ii) or (v)) and any extensions,
                  renewals and refinancings thereof in an amount not to exceed
                  the amount so redeemed, defeased, refinanced or refunded (plus
                  premiums, accrued interest, fees, costs and expenses incurred
                  in connection with any such exchange, refinancing, redemption,
                  defeasance or refunding); provided that (A) Indebtedness the
                  proceeds of which are used to redeem, defease, refinance or
                  refund the Notes or Indebtedness that is pari passu with, or
                  subordinated in right of payment to, the Notes or a Note
                  Guarantee shall only be permitted under this clause (iii) if
                  (x) in case the Notes are redeemed, defeased or refinanced in
                  part or the Indebtedness to be redeemed, defeased or
                  refinanced is pari passu with the Notes or a Note Guarantee,
                  such new Indebtedness, by its terms or by the terms of any
                  agreement or instrument pursuant to which such new
                  Indebtedness is outstanding, is expressly made pari passu
                  with, or subordinate in right of payment to, the


                                       39
<PAGE>   48
                  remaining Notes or a Note Guarantee, or (y) in case the
                  Indebtedness to be refinanced is subordinated in right of
                  payment to the Notes or a Note Guarantee, such new
                  Indebtedness, by its terms or by the terms of any agreement or
                  instrument pursuant to which such new Indebtedness is issued
                  or remains outstanding, is expressly made subordinate in right
                  of payment to the Notes or a Note Guarantee at least to the
                  extent that the Indebtedness to be redeemed, defeased or
                  refinanced is subordinated to the Notes or a Note Guarantee,
                  (B) such new Indebtedness, determined as of the date of
                  Incurrence of such new Indebtedness, does not mature prior to
                  the Stated Maturity of the Indebtedness to be redeemed,
                  defeased, refinanced or refunded (or, if earlier, the Stated
                  Maturity of the Notes), and the Average Life of such new
                  Indebtedness is at least equal to the remaining Average Life
                  of the Indebtedness to be refinanced or refunded (or, if less,
                  the remaining Average Life of the Notes) and (C) such new
                  Indebtedness is Incurred by the Company or a Subsidiary
                  Guarantor or by the Restricted Subsidiary who is the obligor
                  on the Indebtedness to be refinanced or refunded;

                           (iv) Indebtedness of the Company, to the extent the
                  net proceeds thereof are promptly (A) used to purchase Notes
                  tendered in an Offer to Purchase made as a result of a Change
                  in Control in accordance with this Indenture or (B) deposited
                  to defease the Notes as described under Section 8.02 and
                  Section 8.03;

                           (v) Guarantees of the Notes and Guarantees of
                  Indebtedness of the Company or any Subsidiary Guarantor by any
                  Restricted Subsidiary provided the Guarantee of such
                  Indebtedness is permitted by and made in accordance with
                  Section 4.07;

                           (vi) Indebtedness of the Company or any Subsidiary
                  Guarantor with respect to industrial revenue bonds, pollution
                  control bonds and other tax favored or tax exempt bonds, and
                  documents or instruments delivered in connection therewith in
                  an aggregate principal amount outstanding at any time
                  (together with refinancings thereof) not to exceed $25.0
                  million;

                           (vii) Indebtedness of Foreign Subsidiaries
                  outstanding at any time in an aggregate principal amount
                  (together with refinancings thereof) not to exceed the sum of
                  (x) 85% of the consolidated book value of the accounts
                  receivable of the Foreign Subsidiaries of the Company plus (y)
                  80% of the consolidated book value of the inventory of the
                  Foreign Subsidiaries of the Company, in each case determined
                  in accordance with GAAP as of the most recent fiscal quarter
                  for which reports have been filed with the Commission or
                  provided to the Trustee; and

                           (viii) Indebtedness of the Company, or any Restricted
                  Subsidiary (in addition to Indebtedness permitted under
                  clauses (i) through (vii) above) in an aggregate principal
                  amount outstanding at any time (together with refinancings
                  thereof) not to exceed $75.0 million, less any amount of such
                  Indebtedness permanently repaid as provided under the Section
                  4.11; provided, however, that the aggregate principal amount
                  of Indebtedness that may be incurred under this


                                       40
<PAGE>   49
                           clause (viii) by Restricted Subsidiaries that are not
                           Subsidiary Guarantors shall not exceed $10.0 million;

                           (b) Notwithstanding any other provision of this
                  Section 4.03, the maximum amount of Indebtedness that may be
                  Incurred pursuant to this Section 4.03 shall not be deemed to
                  be exceeded, with respect to any outstanding Indebtedness, due
                  solely to the result of fluctuations in the exchange rates of
                  currencies.

                           (c) For purposes of determining any particular amount
                  of Indebtedness under this Section 4.03, (x) Indebtedness
                  Incurred under the Credit Agreement on or prior to the Closing
                  Date shall be treated as Incurred pursuant to clause (i) of
                  the second paragraph of clause (a) of this Section 4.03, (y)
                  Guarantees, Liens or obligations with respect to letters of
                  credit supporting Indebtedness otherwise included in the
                  determination of such particular amount shall not be included
                  and (z) any Liens granted pursuant to the equal and ratable
                  provisions referred to in Section 4.09 shall not be treated as
                  Indebtedness. For purposes of determining compliance with this
                  Section 4.03, in the event that an item of Indebtedness meets
                  the criteria of more than one of the types of Indebtedness
                  described above (other than Indebtedness referred to in clause
                  (x) of the preceding sentence), including under the first
                  paragraph of part (a), the Company, in its sole discretion,
                  shall classify, and from time to time may reclassify, such
                  item of Indebtedness and only be required to include the
                  amount of such Indebtedness in one of such classes.

                           (d) The Company will not Incur any Indebtedness if
                  such Indebtedness is subordinate in right of payment to any
                  other Indebtedness unless such Indebtedness is also
                  subordinate in right of payment to the Notes to the same
                  extent, provided that the foregoing shall not apply to
                  distinctions between categories of Indebtedness that exist
                  solely by reason of Liens or Guarantees.

                  SECTION 4.04. Limitation on Restricted Payments. The Company
will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, (i) declare or pay any dividend or make any distribution on or with
respect to its Capital Stock (other than (x) dividends or distributions payable
solely in shares of its Capital Stock (other than Disqualified Stock) or in
options, warrants or other rights to acquire shares of such Capital Stock and
(y) pro rata dividends or distributions on Common Stock of Restricted
Subsidiaries (other than Subsidiary Guarantors) held by minority stockholders)
held by Persons other than the Company or any of its Restricted Subsidiaries,
(ii) purchase, call for redemption or redeem, retire or otherwise acquire for
value any shares of Capital Stock of (A) the Company, any Subsidiary Guarantor
or any direct or indirect parent of the Company (including options, warrants or
other rights to acquire such shares of Capital Stock) held by any Person or (B)
a Restricted Subsidiary other than a Subsidiary Guarantor (including options,
warrants or other rights to acquire such shares of Capital Stock) held by any
Affiliate of the Company or any direct or indirect parent of the Company (other
than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of
such holder) of 5% or more of the Capital Stock of the Company or any direct or
indirect parent of the Company, (iii) make any voluntary or optional principal
payment, or voluntary or optional redemption, repurchase, defeasance, or other
acquisition or retirement for value, of Indebtedness of the Company that is
subordinated in right of payment to the Notes or any Indebtedness of a
Subsidiary Guarantor that is subordinated in right of payment to a Note


                                       41
<PAGE>   50
Guarantee or (iv) make any Investment, other than a Permitted Investment, in any
Person (such payments or any other actions described in clauses (i) through (iv)
above being collectively "Restricted Payments") if, at the time of, and after
giving effect to, the proposed Restricted Payment:

                           (A) a Default or Event of Default shall have occurred
                  and be continuing,

                           (B) the Company could not Incur at least $1.00 of
                  additional Indebtedness under the first paragraph of part (a)
                  of Section 4.03 or

                           (C) the aggregate amount of all Restricted Payments
                  made after the Closing Date shall exceed the sum of

                           (1) 50% of the aggregate amount of the Adjusted
                  Consolidated Net Income (or, if the Adjusted Consolidated Net
                  Income is a loss, minus 100% of the amount of such loss)
                  accrued on a cumulative basis during the period (taken as one
                  accounting period) beginning on the first day of the fiscal
                  quarter immediately following the Closing Date and ending on
                  the last day of the last fiscal quarter preceding the
                  Transaction Date for which reports have been filed with the
                  Commission or provided to the Trustee plus

                           (2) the aggregate Net Cash Proceeds received by the
                  Company after the Closing Date as a capital contribution or
                  from the issuance and sale of its Capital Stock (other than
                  Disqualified Stock) to a Person who is not a Subsidiary of the
                  Company, including an issuance or sale permitted by this
                  Indenture of Indebtedness of the Company for cash subsequent
                  to the Closing Date upon the conversion of such Indebtedness
                  into Capital Stock (other than Disqualified Stock) of the
                  Company, or from the issuance to a Person who is not a
                  Subsidiary of the Company of any options, warrants or other
                  rights to acquire Capital Stock of the Company (in each case,
                  exclusive of any Disqualified Stock or any options, warrants
                  or other rights that are redeemable at the option of the
                  holder, or are required to be redeemed, prior to the Stated
                  Maturity of the Notes) plus

                           (3) an amount equal to the net reduction in
                  Investments (other than Permitted Investments) in any Person
                  resulting from payments of interest on Indebtedness,
                  dividends, repayments of loans or advances, or other transfers
                  of assets, in each case to the Company or any Restricted
                  Subsidiary or from the Net Cash Proceeds from the sale of any
                  such Investment (except, in each case, to the extent any such
                  payment or proceeds are included in the calculation of
                  Adjusted Consolidated Net Income), from the release of any
                  Guarantee or from redesignations of Unrestricted Subsidiaries
                  as Restricted Subsidiaries (valued in each case as provided in
                  the definition of "Investments"), not to exceed, in each case,
                  the amount of Investments previously made by the Company or
                  any Restricted Subsidiary in such Person or Unrestricted
                  Subsidiary.

                           The foregoing provision shall not be violated by
                  reason of:

                                    (i) the payment of any dividend,
                           distribution or redemption of any Capital Stock
                           within 60 days after the related date of declaration
                           or call for redemption if, at said date of
                           declaration or call for redemption, such payment or
                           redemption would comply with the preceding paragraph;

                                       42
<PAGE>   51
                                    (ii) the redemption, repurchase, defeasance
                           or other acquisition or retirement for value of
                           Indebtedness that is subordinated in right of payment
                           to the Notes or any Note Guarantee including premium,
                           if any, and accrued interest, fees, costs and
                           expenses with the proceeds of, or in exchange for,
                           Indebtedness Incurred under clause (iii) of the
                           second paragraph of part (a) of Section 4.03;

                                    (iii) the repurchase, redemption or other
                           acquisition of Capital Stock of the Company, a
                           Subsidiary Guarantor or any direct or indirect parent
                           of the Company (or options, warrants or other rights
                           to acquire such Capital Stock) in exchange for, or
                           out of the proceeds of a capital contribution or a
                           substantially concurrent offering of, shares of
                           Capital Stock (other than Disqualified Stock) of the
                           Company (or options, warrants or other rights to
                           acquire such Capital Stock); provided that such
                           options, warrants or other rights are not redeemable
                           at the option of the holder, or required to be
                           redeemed, prior to the Stated Maturity of the Notes;

                                    (iv) the making of any principal payment or
                           the repurchase, redemption, retirement, defeasance or
                           other acquisition for value of Indebtedness which is
                           subordinated in right of payment to the Notes or any
                           Note Guarantee in exchange for, or out of the
                           proceeds of a capital contribution or a substantially
                           concurrent offering of, shares of the Capital Stock
                           (other than Disqualified Stock) of the Company (or
                           options, warrants or other rights to acquire such
                           Capital Stock); provided that such options, warrants
                           or other rights are not redeemable at the option of
                           the holder, or required to be redeemed, prior to the
                           Stated Maturity of the Notes;

                                    (v) payments or distributions, to dissenting
                           stockholders pursuant to applicable law, pursuant to
                           or in connection with a consolidation, merger or
                           transfer of assets of (A) the Company, that complies
                           with the provisions of this Indenture applicable to
                           mergers, consolidations and transfers of all or
                           substantially all of the property and assets of the
                           Company and (B) any Subsidiary Guarantor, that
                           complies with the provisions of this Indenture
                           applicable to mergers and consolidations of such
                           Subsidiary Guarantor; provided, in the case of this
                           clause (B), that immediately after giving effect to
                           such merger or consolidation, on a pro forma basis,
                           such Subsidiary Guarantor or the surviving person, as
                           the case may be, shall have a Consolidated Net Worth
                           equal to or greater than the Consolidated Net Worth
                           of such Subsidiary Guarantor immediately prior to
                           such merger or consolidation, without giving effect
                           to any capital contributions by the Company or any
                           Restricted Subsidiary made in anticipation of such
                           merger or consolidation to satisfy this clause (B);

                                    (vi) Investments acquired as a capital
                           contribution to, or in exchange for, or out of, or
                           the payment of any dividend from, the proceeds of a
                           substantially concurrent offering of, Capital Stock
                           (other than Disqualified Stock) of, the Company;

                                       43
<PAGE>   52
                                    (vii) the repurchase of Capital Stock deemed
                           to occur upon the exercise of options or warrants if
                           such Capital Stock represents all or a portion of the
                           exercise price thereof;

                                    (viii) payment of dividends, other
                           distribution or other amounts by the Company to PSF
                           Group Holdings in amounts required for PSF Group
                           Holdings to pay fees required to maintain its
                           existence and provide for all other operating costs
                           of PSF Group Holdings, including, without limitation,
                           in respect of director fees and expenses,
                           administrative, legal and accounting services
                           provided by third parties and other costs and
                           expenses of being a public company, including all
                           costs and expenses with respect to filings with the
                           Commission of up to $500,000 per fiscal year;

                                    (ix) the payment of dividends or other
                           distributions by the Company to PSF Group Holdings in
                           amounts required to pay the tax obligations of PSF
                           Group Holdings attributable to the Company and its
                           Subsidiaries determined as if the Company and its
                           Subsidiaries had filed a separate consolidated,
                           combined or unitary return for the relevant taxing
                           jurisdiction; provided that (x) the amount of
                           dividends paid pursuant to this clause (ix) to enable
                           PSF Group Holdings to pay federal and state income
                           taxes (and franchise taxes based on income) at any
                           time shall not exceed the amount of such federal and
                           state income taxes (and franchise taxes based on
                           income) actually owing by PSF Group Holdings at such
                           time to the respective tax authorities for the
                           respective period and (y) any refunds received by PSF
                           Group Holdings or any of its Subsidiaries shall
                           promptly be returned by PSF Group Holdings to the
                           Company through a capital contribution or purchase of
                           Capital Stock (other than Disqualified Stock) of the
                           Company;

                                    (x) the purchase, repurchase, acquisition,
                           cancellation or other retirement for value by the
                           Company or any Restricted Subsidiary of, or
                           dividends, distributions or advances to PSF Group
                           Holdings to allow PSF Group Holdings to purchase,
                           repurchase, acquire, cancel or otherwise retire for
                           value Capital Stock (including options, warrants or
                           other rights to acquire such Capital Stock) of PSF
                           Group Holdings or the Company from employees of PSF
                           Group Holdings, the Company or any Restricted
                           Subsidiary upon the death, disability, retirement or
                           termination of employment of such employees or to the
                           extent required pursuant to employee benefit plans,
                           employment agreements or other arrangements with
                           employees in an aggregate amount not to exceed (a)
                           $3.0 million in any calendar year (with up to two
                           years in unused amounts being carried over to any
                           succeeding year) or (b) $15.0 million in the
                           aggregate; or

                                    (xi) Restricted Payments in an aggregate
                           amount not to exceed $10.0 million;

provided that, except in the case of clauses (i) and (iii), no Default or Event
of Default shall have occurred and be continuing or occur as a consequence of
the actions or payments set forth therein.

                                       44
<PAGE>   53
                  Each Restricted Payment permitted pursuant to the preceding
paragraph (other than the Restricted Payment referred to in clause (ii), (ix) or
(x) thereof, an exchange of Capital Stock for Capital Stock or Indebtedness
referred to in clause (iii) or (iv) thereof and an Investment acquired as a
capital contribution or in exchange for Capital Stock referred to in clause (vi)
thereof), and the Net Cash Proceeds from any issuance of Capital Stock referred
to in clauses (iii), (iv) or (vi), shall be included in calculating whether the
conditions of clause (C) of the first paragraph of this Section 4.04 have been
met with respect to any subsequent Restricted Payments. In the event the
proceeds of an issuance of Capital Stock of the Company are used for the
redemption, repurchase or other acquisition of the Notes, or Indebtedness that
is pari passu with the Notes or any Note Guarantee, then the Net Cash Proceeds
of such issuance shall be included in clause (C) of the first paragraph of this
Section 4.04 only to the extent such proceeds are not used for such redemption,
repurchase or other acquisition of Indebtedness.

                  For purposes of determining compliance with this Section 4.04,
(x) the amount, if other than in cash, of any Restricted Payment shall be
determined in good faith by the Board of Directors, whose determination shall be
conclusive and evidenced by a Board Resolution and (y) in the event that a
Restricted Payment meets the criteria of more than one of the types of
Restricted Payments described in the above clauses, including the first
paragraph of this Section 4.04, the Company, in its sole discretion, may order
and classify, and from time to time may reclassify, such Restricted Payment if
it would have been permitted at the time such Restricted Payment was made and at
the time of such reclassification.

                  SECTION 4.05. Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries. The Company will not, and will
not permit any Restricted Subsidiary to, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any Restricted Subsidiary to (i) pay dividends or make any
other distributions permitted by applicable law on any Capital Stock of such
Restricted Subsidiary owned by the Company or any other Restricted Subsidiary,
(ii) pay any Indebtedness owed to the Company or any other Restricted
Subsidiary, (iii) make loans or advances to the Company or any other Restricted
Subsidiary or (iv) transfer any of its property or assets to the Company or any
other Restricted Subsidiary.

                  The foregoing provisions shall not restrict any encumbrances
or restrictions:

                  (i) existing on the Closing Date under the Credit Agreement,
         this Indenture, the Notes or any other agreements in effect on the
         Closing Date, and any amendments, extensions, refinancings, renewals or
         replacements of such agreements; provided that the encumbrances and
         restrictions in any such amendments, extensions, refinancings, renewals
         or replacements taken as a whole are no less favorable in any material
         respect to the Holders than those encumbrances or restrictions that are
         then in effect and that are being amended, extended, refinanced,
         renewed or replaced;

                  (ii) existing under or by reason of applicable law;

                  (iii) existing with respect to any Person or the property or
         assets of such Person acquired by the Company or any Restricted
         Subsidiary, existing at the time of such acquisition and not incurred
         in contemplation thereof, which encumbrances or restrictions


                                       45
<PAGE>   54
         are not applicable to any Person or the property or assets of any
         Person other than such Person or the property or assets of such Person
         so acquired and any amendments, extensions, refinancings, renewals or
         replacements thereof; provided that the encumbrances and restrictions
         in any such amendments, extensions, refinancings, renewals or
         replacements taken as a whole are no less favorable in any material
         respect to the Holders than those encumbrances or restrictions that are
         then in effect and that are being amended, extended, refinanced,
         renewed or replaced;

                  (iv) in the case of clause (iv) of the first paragraph of this
         Section 4.05, (A) that restrict in a customary manner the subletting,
         assignment or transfer of any property or asset that is a lease,
         license, conveyance or contract or similar property or asset, (B)
         existing by virtue of any transfer of, agreement to transfer, option or
         right with respect to, or Lien on, any property or assets of the
         Company or any Restricted Subsidiary not otherwise prohibited by this
         Indenture or (C) arising or agreed to in the ordinary course of
         business, not relating to any Indebtedness, and that do not,
         individually or in the aggregate, detract from the value of property or
         assets of the Company or any Restricted Subsidiary in any manner
         material to the Company or any Restricted Subsidiary;

                  (v) with respect to a Restricted Subsidiary and imposed
         pursuant to an agreement that has been entered into for the sale or
         disposition of all or substantially all of the Capital Stock of, or
         property and assets of, such Restricted Subsidiary;

                  (vi) customary provisions with respect to the disposition or
         distribution of assets or property in joint venture agreements, assets
         sale agreements, stock sale agreements and other similar agreements
         entered into in the ordinary course of business; or

                  (vii) with respect to a Foreign Subsidiary and imposed
         pursuant to any agreement or instrument governing Indebtedness (whether
         or not outstanding) of such Foreign Subsidiary permitted to be Incurred
         under Section 4.03 so long as (A) such encumbrance or restriction is
         not applicable to any Person or the property or assets of any Person
         other than such Foreign Subsidiary or the property or assets of such
         Foreign Subsidiary and its Foreign Subsidiaries and (B) not more than
         20% of such Foreign Subsidiary's assets are located in the United
         States.

                  Nothing contained in this Section 4.05 shall prevent the
Company or any Restricted Subsidiary from (1) creating, incurring, assuming or
suffering to exist any Liens otherwise permitted in Section 4.09 or (2)
restricting the sale or other disposition of property or assets of the Company
or any of its Restricted Subsidiaries that secure Indebtedness of the Company or
any of its Restricted Subsidiaries.

                  SECTION 4.06. Limitation on the Issuance and Sale of Capital
Stock of Restricted Subsidiaries. The Company will not sell, and will not permit
any Restricted Subsidiary, directly or indirectly, to issue or sell, any shares
of Capital Stock of a Restricted Subsidiary (including options, warrants or
other rights to purchase shares of such Capital Stock) except:

                                       46
<PAGE>   55
                  (i) to the Company or a Wholly Owned Restricted Subsidiary;

                  (ii) issuances of director's qualifying shares or sales to
         foreign nationals of shares of Capital Stock of Foreign Subsidiaries,
         to the extent required by applicable law;

                  (iii) if, immediately after giving effect to such issuance or
         sale, such Restricted Subsidiary would no longer constitute a
         Restricted Subsidiary and any Investment in such Person remaining after
         giving effect to such issuance or sale would have been permitted to be
         made under Section 4.04 if made on the date of such issuance or sale;
         or

                  (iv) sales of Common Stock (including options, warrants or
         other rights to purchase shares of such Common Stock) of a Restricted
         Subsidiary by the Company or a Restricted Subsidiary, provided that the
         Company or such Restricted Subsidiary applies the Net Cash Proceeds of
         any such sale in accordance with clause (i)(A) or (i)(B) of Section
         4.11.

                  SECTION 4.07. Limitation on Issuances of Guarantees by
Restricted Subsidiaries. The Company shall cause each Restricted Subsidiary
other than a Foreign Subsidiary to execute and deliver a supplemental indenture
to this Indenture providing for an unsubordinated Guarantee (a "Subsidiary
Guarantee") of payment of the Notes by such Restricted Subsidiary.

                  The Company shall not permit any Foreign Subsidiary, directly
or indirectly, to Guarantee any Indebtedness ("Guaranteed Indebtedness") of the
Company or any Subsidiary Guarantor, unless (i) such Foreign Subsidiary
simultaneously executes and delivers a Subsidiary Guarantee and (ii) such
Foreign Subsidiary waives and will not in any manner whatsoever claim or take
the benefit or advantage of, any rights of reimbursement, indemnity or
subrogation or any other rights against the Company or any other Restricted
Subsidiary as a result of any payment by such Foreign Subsidiary under its
Subsidiary Guarantee until the Notes have been paid in full. If the Guaranteed
Indebtedness is (A) pari passu in right of payment with the Notes or any
Subsidiary Guarantee, then the Guarantee of such Guaranteed Indebtedness shall
be pari passu in right of payment with, or subordinated to, the Subsidiary
Guarantee or (B) subordinated in right of payment to the Notes or any Subsidiary
Guarantee, then the Guarantee of such Guaranteed Indebtedness shall be
subordinated in right of payment to the Subsidiary Guarantee at least to the
extent that the Guaranteed Indebtedness is subordinated to the Notes or any
Subsidiary Guarantee.

                  Notwithstanding the foregoing, any Subsidiary Guarantee by a
Restricted Subsidiary may provide by its terms that it shall be automatically
and unconditionally released and discharged upon (i) any sale, exchange or
transfer (including by way of merger or consolidation), to any Person not an
Affiliate of the Company, of all of the Company's and each Restricted
Subsidiary's Capital Stock in, or all or substantially all the assets of, such
Restricted Subsidiary (which sale, exchange or transfer is not prohibited by
this Indenture) or upon the designation of such Restricted Subsidiary as an
Unrestricted Subsidiary in accordance with the terms of this Indenture; or (ii)
solely in the case of a Subsidiary Guarantee by a Foreign Subsidiary issued in
connection with the immediately preceding paragraph, the release or


                                       47
<PAGE>   56
discharge of the Guarantee which resulted in the creation of such Subsidiary
Guarantee, except a discharge or release by or as a result of payment under such
Guarantee.

                  SECTION 4.08. Limitation on Transactions with Stockholders and
Affiliates. The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, enter into, renew or extend any
transaction (including, without limitation, the purchase, sale, lease or
exchange of property or assets, or the rendering of any service) with any holder
(or any Affiliate of such holder) of 5% or more of any class of Capital Stock of
the Company or PSF Group Holdings or with any Affiliate of the Company or any
Restricted Subsidiary, except upon fair and reasonable terms no less favorable
to the Company or such Restricted Subsidiary than could be obtained, at the time
of such transaction or, if such transaction is pursuant to a written agreement,
at the time of the execution of the agreement providing therefor, in a
comparable arm's-length transaction with a Person that is not such a holder or
an Affiliate.

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

                  (i) transactions (A) approved by a majority of the
         disinterested members of the Board of Directors of the Company or (B)
         for which the Company or a Restricted Subsidiary delivers to the
         Trustee a written opinion of an investment banking, accounting,
         valuation or appraisal firm of recognized standing stating that the
         transaction is fair to the Company or such Restricted Subsidiary from a
         financial point of view;

                  (ii) any transaction solely between (A) the Company and any of
         its Wholly Owned Restricted Subsidiaries or solely among Wholly Owned
         Restricted Subsidiaries and (B) the Company and any of its other
         Restricted Subsidiaries or solely among other Restricted Subsidiaries
         in the ordinary course of business; provided that solely for the
         purposes of this clause (B) no Affiliate of the Company (other than its
         Restricted Subsidiaries) owns any Capital Stock of any such Restricted
         Subsidiary;

                  (iii) the payment of reasonable and customary compensation to
         directors of the Company who are not employees of the Company and
         reasonable indemnification arrangements entered into by the Company;

                  (iv) any payments or other transactions pursuant to any
         tax-sharing agreement between the Company and any other Person with
         which the Company files a consolidated tax return or with which the
         Company is part of a consolidated group for tax purposes;

                  (v) any sale of shares of Capital Stock (other than
         Disqualified Stock) of the Company;

                  (vi) any Restricted Payments not prohibited by Section 4.04;

                  (vii) the payment of fees to Morgan Stanley & Co. Incorporated
         or its Affiliates for financial, advisory, consulting, commercial
         banking or investment banking services and related expenses that the
         Board of Directors deems advisable or appropriate (including, without
         limitation, the payment of any underwriting discounts or commissions or
         placement agency fees in connection with the issuance and sale of
         securities);

                                       48
<PAGE>   57
                  (viii) the payment of reasonable fees to ContiGroup for legal,
         hedging and other services in an aggregate amount not to exceed $1.0
         million in any fiscal year;

                  (ix) the payment to ContiGroup for consulting fees for work
         done in reaching a settlement of certain environmental matters in an
         aggregate amount not to exceed $3.5 million; or

                  (x) the reimbursement for reasonable expenses incurred by
         ContiGroup in connection with contract grower services provided in
         accordance with past practice.

                  Notwithstanding the foregoing, any transaction or series of
related transactions covered by the first paragraph of this Section 4.08 and not
covered by clauses (ii) through (x) of this paragraph, (a) the aggregate amount
of which exceeds $2.0 million in value, must be approved or determined to be
fair in the manner provided for in clause (i)(A) or (B) above and (b) the
aggregate amount of which exceeds $10.0 million in value, must be determined to
be fair in the manner provided for in clause (i)(B) above.

                  SECTION 4.09. Limitation on Liens. The Company will not, and
will not permit any Restricted Subsidiary to, create, incur, assume or suffer to
exist any Lien on any of its assets or properties of any character, or any
shares of Capital Stock or Indebtedness of any Restricted Subsidiary, without
making effective provision for all of the Notes and all other amounts due under
this Indenture to be directly secured equally and ratably with (or, if the
obligation or liability to be secured by such Lien is subordinated in right of
payment to the Notes, prior to) the obligation or liability secured by such
Lien.

                  The foregoing limitation does not apply to:

                  (i) Liens existing on the Closing Date, including Liens
         securing obligations under the Credit Agreement;

                  (ii) Liens granted after the Closing Date on any assets or
         Capital Stock of the Company or its Restricted Subsidiaries created in
         favor of the Trustee for its benefit and for the benefit of the
         Holders;

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

                  (iv) Liens securing Indebtedness which is Incurred to
         refinance secured Indebtedness which is permitted to be Incurred under
         clause (iii) of the second paragraph of Section 4.03; provided that
         such Liens do not extend to or cover any property or assets of the
         Company or any Restricted Subsidiary other than the property or assets
         securing the Indebtedness being refinanced; or

                  (v) Liens to secure Indebtedness (including Indebtedness under
         the Credit Agreement) Incurred under clause (i) or (viii) of the second
         paragraph of Section 4.03;

                                       49
<PAGE>   58
                  (vi) Liens (including extensions and renewals thereof) upon
         real or personal property (including Capital Stock) acquired or
         constructed after the Closing Date; provided that (a) such Lien is
         created solely for the purpose of securing Indebtedness Incurred, in
         accordance with Section 4.03, to finance or refinance the cost
         (including the cost of improvement or construction) of the item of
         property or assets subject thereto and such Lien is created prior to,
         at the time of or within six months after the later of the acquisition,
         the completion of construction or the commencement of full operation of
         such property, (b) the principal amount of the Indebtedness secured by
         such Lien does not exceed 100% of such cost (including transaction
         costs relating to such purchase, construction or improvement), and (c)
         any such Lien shall not extend to or cover any property or assets other
         than such item of property or assets and any improvements on such item;

                  (vii) Liens on cash set aside at the time of the Incurrence of
         any Indebtedness, or government securities purchased with such cash, in
         either case to the extent that such cash or government securities
         pre-fund the payment of interest on such Indebtedness and are held in a
         collateral or escrow account or similar arrangement to be applied for
         such purpose; or

                  (viii) Permitted Liens.

                  SECTION 4.10. Limitation on Sale-Leaseback Transactions. The
Company will not, and will not permit any Restricted Subsidiary to, enter into
any sale-leaseback transaction involving any of its assets or properties,
whether now owned or hereafter acquired, whereby the Company or a Restricted
Subsidiary sells or transfers such assets or properties more than six months
after acquiring or completion of construction of such assets or properties and
then or thereafter leases such assets or properties or any part thereof or any
other assets or properties which the Company or such Restricted Subsidiary, as
the case may be, intends to use for substantially the same purpose or purposes
as the assets or properties sold or transferred.

                  The foregoing restriction does not apply to any sale-leaseback
transaction if (i) the lease is for a period, including renewal rights, of not
in excess of three years; (ii) the lease secures or relates to industrial
revenue bonds, pollution control bonds or other tax favored or tax exempt bonds;
(iii) the transaction is solely between the Company and any Wholly Owned
Restricted Subsidiary or solely between Wholly Owned Restricted Subsidiaries;
(iv) the Company or such Restricted Subsidiary, within 12 months after the sale
or transfer of any assets or properties is completed, applies an amount not less
than the net proceeds received from such sale in accordance with clause (i)(A)
or (i)(B) of the second paragraph of Section 4.11; or (v) the lease secures or
relates to any vehicle; provided that the aggregate fair market value of such
vehicles subject to such lease does not exceed $15.0 million.

                  SECTION 4.11. Limitation on Asset Sales. The Company will not,
and will not permit any Restricted Subsidiary to, consummate any Asset Sale,
unless (i) the consideration received by the Company or such Restricted
Subsidiary is at least equal to the fair market value of the assets sold or
disposed of and (ii) at least 75% of the consideration received consists of (a)
cash or Temporary Cash Investments, (b) the assumption of unsubordinated
Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any
other Restricted Subsidiary (in


                                       50
<PAGE>   59
each case, other than Indebtedness owed to the Company or any Affiliate of the
Company), provided that the Company, such Subsidiary Guarantor or such other
Restricted Subsidiary is irrevocably and unconditionally released from all
liability under such Indebtedness or (c) Replacement Assets. For the purposes of
this Section 4.11 only, cash shall include any securities, notes or other
obligations received by the Company or any such Restricted Subsidiary that are
converted, sold or exchanged by the Company or any such Restricted Subsidiary
into cash within 90 days of the related Asset Sale to the extent of the cash
received in that conversion.

                  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 Closing Date in any period of 12
consecutive months exceed 10% of Adjusted 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 filed with the Commission or provided to the Trustee), then the Company
shall or shall cause the relevant Restricted Subsidiary to:

                  (i) within twelve months after the date Net Cash Proceeds so
         received exceed 10% of Adjusted Consolidated Net Tangible Assets,

                  (A) apply an amount equal to such excess Net Cash Proceeds to
         permanently repay unsubordinated Indebtedness of the Company or any
         Subsidiary Guarantor or Indebtedness of any other Restricted
         Subsidiary, in each case owing to a Person other than the Company or
         any Affiliate of the Company, or

                  (B) invest an equal amount, or the amount not so applied
         pursuant to clause (A) (or enter into a definitive agreement committing
         to so invest within 12 months after the date of such agreement), in
         Replacement Assets, and

                  (ii) apply (no later than the end of the 12-month period
         referred to in clause (i)) such excess Net Cash Proceeds (to the extent
         not applied pursuant to clause (i) as extended in accordance with any
         definitive agreement referred to in subclause (B)) as provided in the
         following paragraphs of this Section 4.11.

                  The amount of such excess Net Cash Proceeds required to be
applied (or to be committed to be applied) during such 12-month period as set
forth in clause (i) of the preceding sentence and not applied as so required by
the end of such period shall constitute "Excess Proceeds."

                  If, as of the first day of any calendar month, the aggregate
amount of Excess Proceeds not theretofore subject to an Offer to Purchase
pursuant to this Section 4.11 totals at least $10.0 million, the Company must
commence, not later than the fifteenth Business Day of such month, and
consummate an Offer to Purchase from the Holders (and if required by the terms
of any Indebtedness that is pari passu with the Notes ("Pari Passu
Indebtedness"), from the holders of such Pari Passu Indebtedness) on a pro rata
basis an aggregate principal amount of Notes (and Pari Passu Indebtedness) equal
to the Excess Proceeds on such date, at a purchase price equal to 100% of their
principal amount, plus, in each case, accrued interest (if any) to the Payment
Date. If any Excess Proceeds remain after consummation of an Offer to Purchase,
the


                                       51
<PAGE>   60
Company or any Restricted Subsidiary may use such Excess Proceeds for any
purpose not otherwise prohibited by this Indenture.

                  SECTION 4.12. Repurchase of Notes upon a Change of Control.
The Company must commence, within 30 days after the occurrence of a Change of
Control, and consummate an Offer to Purchase for all Notes then outstanding, at
a purchase price equal to 101% of their principal amount, plus accrued interest
(if any) to the Payment Date. The Company will not be required to make an Offer
to Purchase pursuant to this Section 4.12 if a third party makes an offer to
purchase the Notes in the manner, at the times and price and otherwise in
compliance with this Section and purchases all Notes validly tendered and not
withdrawn in such Offer to Purchase.

                  SECTION 4.13. Existence. Subject to Articles Four and Five of
this Indenture, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and the existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of the Company and each Restricted Subsidiary and the
rights (whether pursuant to charter, partnership certificate, agreement, statute
or otherwise), licenses and franchises of the Company and each Restricted
Subsidiary; provided that the Company shall not be required to preserve any such
right, license or franchise, or the existence of any Restricted Subsidiary, if
the maintenance or preservation thereof is no longer desirable in the conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole.

                  SECTION 4.14. Payment of Taxes and Other Claims. The Company
shall pay or discharge and shall cause each of its Subsidiaries to pay or
discharge, or cause to be paid or discharged, before the same shall become
delinquent (i) all material taxes, assessments and governmental charges levied
or imposed upon (a) the Company or any such Subsidiary, (b) the income or
profits of any such Subsidiary which is a corporation or (c) the property of the
Company or any such Subsidiary and (ii) all material lawful claims for labor,
materials and supplies that, if unpaid, might by law become a lien upon the
property of the Company or any such Subsidiary; provided that the Company shall
not be required to pay or discharge, or cause to be paid or discharged, any such
tax, assessment, charge or claim the amount, applicability or validity of which
is being contested in good faith by appropriate proceedings and for which
adequate reserves have been established.

                  SECTION 4.15. Maintenance of Properties and Insurance. The
Company shall cause all properties used or useful in the conduct of its business
or the business of any of its Restricted Subsidiaries to be maintained and kept
in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided
that nothing in this Section 4.15 shall prevent the Company or any Restricted
Subsidiary from discontinuing the use, operation or maintenance of any of such
properties or disposing of any of them, if such discontinuance or disposal is,
in the judgment of the Company, desirable in the conduct of the business of the
Company or such Restricted Subsidiary.

                                       52
<PAGE>   61
                  The Company will provide or cause to be provided, for itself
and its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds customarily insured against
by corporations similarly situated and owning like properties, including, but
not limited to, products liability insurance and public liability insurance,
with reputable insurers or with the government of the United States of America,
or an agency or instrumentality thereof, in such amounts, with such deductibles
and by such methods as shall be customary for corporations similarly situated in
the industry in which the Company or any such Restricted Subsidiary, as the case
may be, is then conducting business.

                  SECTION 4.16. Notice of Defaults. In the event that any
Officer becomes aware of any Default or Event of Default, the Company shall
promptly deliver to the Trustee an Officers' Certificate specifying such Default
or Event of Default.

                  SECTION 4.17. Compliance Certificates. (a) The Company shall
deliver to the Trustee, within 45 days after the end of each of the first three
fiscal quarters of each year and within 90 days after the end of the last fiscal
quarter of each year, an Officers' Certificate stating whether or not the
signers know of any Default or Event of Default that occurred during such fiscal
quarter. In the case of the Officers' Certificate delivered within 90 days after
the end of the Company's fiscal year, such certificate shall contain a
certification from the principal executive officer, principal financial officer
or principal accounting officer of the Company that a review has been conducted
of the activities of the Company and its Restricted Subsidiaries and the
Company's and its Restricted Subsidiaries' performance under this Indenture and
that the Company has complied with all conditions and covenants under this
Indenture. For purposes of this Section 4.17, such compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture. If any of the officers of the Company signing
such certificate has knowledge of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default and its status.
The first certificate to be delivered pursuant to this Section 4.17(a) shall be
for the first fiscal quarter beginning after the execution of this Indenture.

                  (b) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year, beginning with the fiscal year in which this
Indenture was executed, a certificate signed by the Company's independent
certified public accountants stating (i) that their audit examination has
included a review of the terms of this Indenture and the Notes as they relate to
accounting matters, (ii) that they have read the most recent Officers'
Certificate delivered to the Trustee pursuant to paragraph (a) of this Section
4.17 and (iii) whether, in connection with their audit examination, anything
came to their attention that caused them to believe that the Company was not in
compliance with any of the terms, covenants, provisions or conditions of Article
Four and Section 5.01 of this Indenture as they pertain to accounting matters
and, if any Default or Event of Default has come to their attention, specifying
the nature and period of existence thereof; provided that such independent
certified public accountants shall not be liable in respect of such statement by
reason of any failure to obtain knowledge of any such Default or Event of
Default that would not be disclosed in the course of an audit examination
conducted in accordance with generally accepted auditing standards in effect at
the date of such examination.

                  SECTION 4.18. Commission Reports and Reports to Holders. At
all times from and after the earlier of (i) the date of the commencement of an
Exchange Offer or the


                                       53
<PAGE>   62
effectiveness of the Shelf Registration Statement (the "Registration") and (ii)
the date that is six months after the Closing Date, in either case, whether or
not the Company is then required to file reports with the Commission, the
Company shall file with the Commission all such reports and other information as
it would be required to file with the Commission by Section 13(a) or 15(d) under
the Securities Exchange Act of 1934 if it were subject thereto. The Company
shall supply to the Trustee and to each Holder who so requests or shall supply
to the Trustee for forwarding to each such Holder, without cost to such Holder,
copies of such reports and other information. In addition, at all times prior to
the earlier of the date of the Registration and the date that is six months
after the Closing Date, the Company shall, at its cost, deliver to the Trustee
and each Holder who so requests quarterly and annual reports substantially
equivalent to those which would be required by the Exchange Act. In addition, at
all times prior to the Registration, upon the request of any Holder or any
prospective purchaser of the Notes designated by a Holder, the Company shall
supply to such Holder or such prospective purchaser the information required
under Rule 144A under the Securities Act.

                  Notwithstanding the foregoing so long as PSF Group Holdings
guarantees the Notes, the reports, information and other documents required to
be filed and provided as described above shall be those of PSF Group Holdings,
rather than the Company, so long as such filings would satisfy the Commission's
requirements.

                  SECTION 4.19. Waiver of Stay, Extension or Usury Laws. The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
that would prohibit or forgive the Company from paying all or any portion of the
principal of, premium, if any, or interest on the Notes as contemplated herein,
wherever enacted, now or at any time hereafter in force, or that may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                  SECTION 4.20. Issuance of Subsidiary Guarantees by Restricted
Subsidiaries. Each Subsidiary of the Company (other than a Foreign Subsidiary)
which becomes a Restricted Subsidiary after the date of this Indenture and has
assets in excess of $1,000 shall, together with the Company and each other
Guarantor, not later than 30 days after such Subsidiary becomes a Restricted
Subsidiary, execute and deliver a supplemental indenture to this Indenture
providing for a Note Guarantee by such Restricted Subsidiary pursuant to Article
Ten.

                                  ARTICLE FIVE
                              SUCCESSOR CORPORATION

                  SECTION 5.01. When Company or Guarantors May Merge, Etc.
Neither the Company nor PSF Group Holdings will consolidate with, merge with or
into, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets (as an entirety or substantially an
entirety in one transaction or a series of related transactions) to, any Person
or permit any Person to merge with or into it unless:

                                       54
<PAGE>   63
                  (i) it shall be the continuing Person, or the Person (if other
         than it) formed by such consolidation or into which it is merged or
         that acquired or leased such property and assets of (the "Surviving
         Person") shall be a corporation organized and validly existing under
         the laws of the United States of America or any jurisdiction thereof
         and shall expressly assume, by a supplemental indenture, executed and
         delivered to the Trustee, all of the Company's or PSF Group Holdings'
         obligations, as the case may be, under this Indenture and the Notes;

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

                  (iii) if such transaction involves the Company, immediately
         after giving effect to such transaction on a pro forma basis, the
         Company or the Surviving Person, as the case may be, shall have a
         Consolidated Net Worth equal to or greater than the Consolidated Net
         Worth of the Company immediately prior to such transaction;

                  (iv) if such transaction involves the Company, immediately
         after giving effect to such transaction on a pro forma basis the
         Company, or the Surviving Person, as the case may be, could Incur at
         least $1.00 of Indebtedness under the first paragraph of Section 4.03;
         provided that this clause (iv) shall not apply to a consolidation,
         merger or sale of all (but not less than all) of the assets of the
         Company if all Liens and Indebtedness of the Company or the Surviving
         Person, as the case may be, and its Restricted Subsidiaries outstanding
         immediately after such transaction would have been permitted (and all
         such Liens and Indebtedness, other than Liens and Indebtedness of the
         Company and its Restricted Subsidiaries outstanding immediately prior
         to the transaction, shall be deemed to have been Incurred) for all
         purposes of this Indenture;

                  (v) it delivers to the Trustee an Officers' Certificate (if
         such transaction involves the Company, attaching the arithmetic
         computations to demonstrate compliance with clauses (iii) and (iv)) and
         Opinion of Counsel, in each case stating that such consolidation,
         merger or transfer and such supplemental indenture complies with this
         Section 5.01 and that all conditions precedent provided for herein
         relating to such transaction have been complied with; and

                  (vi) each Guarantor, unless such Guarantor is the Person
         entering into such transaction under this Section 5.01 shall have by
         amendment to its Note Guarantee confirmed that its Note Guarantee shall
         apply to the obligations of the Company or the Surviving Person in
         accordance with the Notes and this Indenture;

provided, however, that clauses (iii) and (iv) above do not apply (a) if in the
good faith determination of the Board of Directors of the Company, whose
determination shall be evidenced by a Board Resolution, the principal purpose of
such transaction is to change the state of incorporation of the Company and any
such transaction shall not have as one of its purposes the evasion of the
foregoing limitations, or (b) to any transaction solely between the Company and
any Wholly Owned Restricted Subsidiary.

                                       55
<PAGE>   64
                  Each Subsidiary Guarantor (other than any Subsidiary Guarantor
whose Note Guarantee is to be released in accordance with the terms of this
Indenture) will not, and the Company will not cause or permit any Subsidiary
Guarantor to, consolidate with or merge with or into any Person other than the
Company or any other Subsidiary Guarantor unless:

                  (i) the entity formed by or surviving any such consolidation
         or merger (if other than the Subsidiary Guarantor) is a corporation
         organized and existing under the laws of the United States or any State
         thereof or the District of Columbia;

                  (ii) such entity assumes by supplemental indenture all of the
         obligations of the Subsidiary Guarantor on its Note Guarantee;

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

                  (iv) immediately after giving effect to such transaction and
         the use of any net proceeds therefrom on a pro forma basis, the Company
         could satisfy the provisions of clause (iv) of the first paragraph of
         this Section 5.01; and

                  (v) it delivers to the Trustee an Officers' Certificate and
         Opinion of Counsel, in each case stating that such consolidation,
         merger or transfer and such supplemental indenture complies with this
         Section 5.01 and that all conditions precedent provided for herein
         relating to such transaction have been complied with.

                  SECTION 5.02. Successor Substituted. Upon any consolidation or
merger, or any sale, conveyance, transfer, lease or other disposition of all or
substantially all of the property and assets of the Company or any Guarantor in
accordance with Section 5.01 of this Indenture, the successor Person formed by
such consolidation or into which the Company or any Guarantor is merged or to
which such sale, conveyance, transfer, lease or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor under this Indenture with the same effect as if
such successor Person had been named as the Company or such Guarantor herein;
provided that the Company shall not be released from its obligation to pay the
principal of, premium, if any, or interest on the Notes and such Guarantor shall
not be released from its Note Guarantee in the case of a lease of all or
substantially all of its property and assets.

                                  ARTICLE SIX
                              DEFAULT AND REMEDIES

                  SECTION 6.01. Events of Default. The following events will be
defined as "Events of Default" in this Indenture:

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

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

                                       56
<PAGE>   65
                  (c) (i) default in the performance or breach of the provisions
         of this Indenture applicable to (A) mergers, consolidations and
         transfers of all or substantially all of the assets of the Company or
         PSF Group Holdings or (B) mergers or consolidations of any Subsidiary
         Guarantor or (ii) the failure by the Company to make or consummate an
         Offer to Purchase in accordance with Section 4.11 or Section 4.12;

                  (d) the Company, any Subsidiary Guarantor or PSF Group
         Holdings defaults in the performance of or breaches any other covenant
         or agreement in this Indenture or under the Notes (other than a default
         specified in clause (a), (b) or (c) above) and such default or breach
         continues for a period of 30 consecutive days after written notice by
         the Trustee or the Holders of 25% or more in aggregate principal amount
         of the Notes;

                  (e) there occurs with respect to any issue or issues of
         Indebtedness of the Company, any Subsidiary Guarantor, PSF Group
         Holdings or any Significant Subsidiary having an outstanding principal
         amount of $7.5 million or more in the aggregate for all such issues of
         all such Persons, whether such Indebtedness now exists or shall
         hereafter be created, (A) an event of default that has caused the
         holder thereof to declare such Indebtedness to be due and payable prior
         to its Stated Maturity and such Indebtedness has not been discharged in
         full or such acceleration has not been rescinded or annulled within 30
         days of such acceleration and/or (B) the failure to make a principal
         payment at the final (but not any interim) fixed maturity and such
         defaulted payment shall not have been made, waived or extended within
         30 days of such payment default;

                  (f) final judgments or orders (not covered by insurance) for
         the payment of money in excess of $7.5 million in the aggregate for all
         such final judgments or orders against all such Persons (treating any
         deductibles, self-insurance or retention as not so covered) shall be
         rendered against the Company, any Subsidiary Guarantor, PSF Group
         Holdings or any Significant Subsidiary and shall not be paid or
         discharged, and there shall be any period of 30 consecutive days
         following entry of the final judgment or order that causes the
         aggregate amount for all such final judgments or orders outstanding and
         not paid or discharged against all such Persons to exceed $7.5 million
         during which a stay of enforcement of such final judgment or order, by
         reason of a pending appeal or otherwise, shall not be in effect;

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

                                       57
<PAGE>   66
                  (h) the Company, any Subsidiary Guarantor, PSF Group Holdings
         or any Significant Subsidiary (A) commences a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consents to the entry of an order for relief in an
         involuntary case under any such law, (B) consents to the appointment of
         or taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator or similar official of the Company, any
         Subsidiary Guarantor, PSF Group Holdings or any Significant Subsidiary
         or for all or substantially all of the property and assets of the
         Company, any Subsidiary Guarantor, PSF Group Holdings or any
         Significant Subsidiary or (C) effects any general assignment for the
         benefit of creditors; or

                  (i) any Guarantor repudiates its obligations under its Note
         Guarantee or, except as permitted by this Indenture, any Note Guarantee
         is determined to be unenforceable or invalid or shall for any reason
         cease to be in full force and effect.

                  SECTION 6.02. Acceleration. If an Event of Default (other than
an Event of Default specified in clause (g) or (h) of Section 6.01 that occurs
with respect to the Company) occurs and is continuing under this Indenture, the
Trustee or the Holders of at least 25% in aggregate principal amount of the
Notes, then outstanding, by written notice to the Company (and to the Trustee if
such notice is given by the Holders), may, and the Trustee at the request of
such Holders shall, declare the principal of, premium, if any, and accrued
interest on the Notes to be immediately due and payable. Upon a declaration of
acceleration, such principal of, premium, if any, and accrued interest shall be
immediately due and payable. In the event of a declaration of acceleration
because an Event of Default set forth in clause (e) of Section 6.01 has occurred
and is continuing, such declaration of acceleration shall be automatically
rescinded and annulled if the event of default triggering such Event of Default
pursuant to clause (e) of Section 6.01 shall be remedied or cured by the
Company, PSF Group Holdings, any Subsidiary Guarantor or the relevant
Significant Subsidiary or waived by the holders of the relevant Indebtedness
within 60 days after the declaration of acceleration with respect thereto. If an
Event of Default specified in clause (g) or (h) of Section 6.01 occurs with
respect to the Company or any Guarantor, the principal of, premium, if any, and
accrued interest on the Notes then outstanding shall automatically become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

                  At any time after such declaration of acceleration, but before
a judgment or decree for the payment of money due has been obtained by the
Trustee, the Holders of at least a majority in principal amount of the
outstanding Notes by written notice to the Company and to the Trustee, may waive
all past defaults and rescind and annul a declaration of acceleration and its
consequences if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses and disbursements and advances of the Trustee,
it agents and counsel, (ii) all overdue interest on all Notes, (iii) the
principal of and premium, if any, on any Notes that have become due otherwise
than by such declaration or occurrence of acceleration and interest thereon at
the rate prescribed therefor by such Notes, and (iv) to the extent that payment
for such interest is lawful, interest upon overdue interest, if any, at the rate
prescribed therefor by such Notes, (b) all existing Events of Default, other
than the nonpayment of the principal of, premium, if any, and interest on the
Notes that have become due solely by such declaration of acceleration, have been


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<PAGE>   67
cured or waived and (c) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction.

                  SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may, and at the direction of the Holders of at
least a majority in principal amount of the outstanding Notes shall, pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal of, premium, if any, 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.

                  SECTION 6.04. Waiver of Past Defaults. Subject to Sections
6.02, 6.07 and 9.02, the Holders of at least 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, premium, if any, or interest on any Note as specified in clause
(a) or (b) of Section 6.01 or in respect of a covenant or provision of this
Indenture which cannot be modified or amended without the consent of the Holder
of each outstanding Note affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

                  SECTION 6.05. Control by Majority. The Holders of at least a
majority in aggregate principal amount of the 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 the Trustee. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the rights of
Holders of Notes not joining in the giving of such direction and may take any
other action it deems proper that is not inconsistent with any such direction
received from Holders of Notes.

                  SECTION 6.06. Limitation on Suits. A Holder may not institute
any proceeding, judicial or otherwise, with respect to this Indenture or the
Notes, or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

                  (i) the Holder has previously given the Trustee written notice
         of a continuing Event of Default;

                  (ii) the Holders of at least 25% in aggregate principal amount
         of outstanding Notes shall have made a written request to the Trustee
         to pursue such remedy;

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

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

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<PAGE>   68
                  (v) during such 60-day period, the Holders of a majority in
         aggregate principal amount of the outstanding Notes do not give the
         Trustee a direction that is inconsistent with the request.

                  For purposes of Section 6.05 of this Indenture and this
Section 6.06, the Trustee shall comply with TIA Section 316(a) in making any
determination of whether the Holders of the required aggregate principal amount
of outstanding Notes have concurred in any request or direction of the Trustee
to pursue any remedy available to the Trustee or the Holders with respect to
this Indenture or the Notes or otherwise under the law.

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

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Note to receive payment of the principal of, premium, if any, or interest
on, such Note or to bring suit for the enforcement of any such payment, on or
after the due date expressed in the Notes, 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, premium or interest specified in clause (a),
(b) or (c) 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 of the Notes for the whole amount of principal, premium, if
any, and accrued interest remaining unpaid, together with interest on overdue
principal, premium, if any, and, to the extent that payment of such interest is
lawful, interest on overdue installments of interest, in each case at the rate
specified in the Notes, and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                  SECTION 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 compensation, expenses, disbursements and advances 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 relative to
the Company (or any other obligor of the Notes), its creditors or its property
and shall be entitled and empowered to collect and receive any monies,
securities or other property payable or deliverable upon conversion or exchange
of the Notes or upon any such claims and to distribute the same, and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing herein contained shall be
deemed to empower the Trustee to authorize or consent to, or accept or adopt on
behalf of any Holder, any plan of reorganization, arrangement, adjustment or
composition affecting the Notes


                                       60
<PAGE>   69
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

                  SECTION 6.10. Priorities. If the Trustee collects any money
pursuant to this Article Six, it shall pay out the money in the following order:

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

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

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

                  The Trustee, upon prior written notice to the Company, may fix
a record date and payment date for any payment to Holders pursuant to this
Section 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 may
require any party litigant in such suit to file an undertaking to pay the costs
of the suit, and the court 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 Holders of more than 10% in principal
amount of the outstanding Notes.

                  SECTION 6.12. Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then, and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Company, Trustee and the Holders shall continue as though no
such proceeding had been instituted.

                  SECTION 6.13. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or wrongfully taken Notes in Section 2.09, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                  SECTION 6.14. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder to exercise any right or remedy
accruing upon any Event of Default


                                       61
<PAGE>   70
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article Six or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

                                 ARTICLE SEVEN
                                     TRUSTEE

                  SECTION 7.01. General. The duties and responsibilities of the
Trustee shall be as provided by the TIA and as set forth herein. Notwithstanding
the foregoing, 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 assured to it. Whether or not herein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Article Seven.

                  Except during the continuance of a Default, the Trustee will
not be liable, except for the performance of such duties as are specifically set
forth in this Indenture. If an Event of Default has occurred and is continuing,
the Trustee will use the same degree of care and skill in its exercise of the
rights and powers vested in it under this Indenture as a prudent person would
exercise under the circumstances in the conduct of such person's own affairs.

                  SECTION 7.02. Certain Rights of Trustee. Subject to TIA
Sections 315(a) through (d):

                  (i) the Trustee may rely, and shall be protected in acting or
         refraining from acting, upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper person;

                  (ii) before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate or an Opinion of Counsel, which shall
         conform to Section 11.04. The Trustee shall not be liable for any
         action it takes or omits to take in good faith in reliance on such
         certificate or opinion;

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

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

                                       62
<PAGE>   71
                  (v) the Trustee shall not be liable for any action it takes or
         omits to take in good faith that it believes to be authorized or within
         its rights or powers, provided that the Trustee's conduct does not
         constitute negligence or bad faith;

                  (vi) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (vii) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, financial statement, report, notice,
         request, direction, consent, order, bond, debenture, note, other
         evidence of indebtedness 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, at the Company's sole cost and expense, to examine the books,
         records and premises of the Company personally or by agent or attorney;
         and

                  (viii) the Trustee shall not be charged with knowledge of any
         Default or Event of Default with respect to the Notes unless either (1)
         a Responsible Officer shall have actual knowledge of such Default or
         Event of Default or (2) written notice of such Default or Event of
         Default shall have been given to the Trustee by the Company, any
         Guarantor or by any Holder of the Notes.

                  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 or its Affiliates with the same rights
it would have if it were not the Trustee. Any Agent may do the same with like
rights. However, the Trustee is subject to TIA Sections 310(b) and 311.

                  SECTION 7.04. Trustee's Disclaimer. The Trustee (i) makes no
representation as to the validity or adequacy of this Indenture or the Notes,
(ii) shall not be accountable for the Company's use or application of the
proceeds from the Notes and (iii) shall not be responsible for any statement in
the Notes other than its certificate of authentication.

                  SECTION 7.05. Notice of Default. If any Default or any Event
of Default occurs and is continuing and if such Default or Event of Default is
known to any Responsible Officer of the Trustee, the Trustee shall mail to each
Holder in the manner and to the extent provided in TIA Section 313(c) notice of
the Default or Event of Default within 45 days after it occurs, unless such
Default or Event of Default has been cured; provided, however, that, except in
the case of a default in the payment of the principal of, premium, if any, or
interest on any Note, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or a Responsible Officer of the Trustee in good faith
determine that the withholding of such notice is in the interest of the Holders.

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<PAGE>   72
                  SECTION 7.06. Reports by Trustee to Holders. Within 60 days
after each May 15, beginning with May 15, 2002, the Trustee shall mail to each
Holder as provided in TIA Section 313(c) a brief report dated as of such May 15,
if required by TIA Section 313(a).

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

                  SECTION 7.07. Compensation and Indemnity. The Company shall
pay to the Trustee such compensation as shall be agreed upon in writing, from
time to time, for its services hereunder. The compensation of the Trustee shall
not be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by the Trustee without
negligence or bad faith on its part. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.

                  The Company and each of the Guarantors, jointly and severally,
shall indemnify the Trustee, its directors, officers, agents and employees for,
and hold it harmless against, any loss or liability, cost or expense incurred by
it without negligence or bad faith on its part in connection with the acceptance
or administration of this Indenture and its duties under this Indenture and the
Notes, including, without limitation, the costs and expenses of defending itself
against any claim or liability and of complying with any process served upon it
or any of its officers in connection with the exercise or performance of any of
its powers or duties under this Indenture and the Notes. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder, unless the Company is materially prejudiced thereby.
The Company shall defend the claim and the Trustee shall cooperate in the
defense provided, however, that the Trustee shall have the right to defend such
claim if, upon the advice of counsel, its interests may be prejudiced by the
conduct of such defense by the Company. Unless otherwise set forth herein, the
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a lien prior to the Notes on all money or property
held or collected by the Trustee, in its capacity as Trustee, except money or
property held in trust to pay principal of, premium, if any, and interest on
particular Notes.

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

                  The provisions of this Section 7.07 shall survive the
resignation or removal of the Trustee and termination of this Indenture.

                                       64
<PAGE>   73
                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                  SECTION 7.08. Replacement of Trustee. A resignation or removal
of the Trustee and appointment of a successor Trustee shall become effective
only upon the successor Trustee's acceptance of appointment as provided in this
Section 7.08.

                  The Trustee may resign at any time by so notifying the Company
in writing at least 30 days prior to the date of the proposed resignation. The
Holders of a majority in principal amount of the outstanding Notes may remove
the Trustee by so notifying the Trustee in writing and may appoint a successor
Trustee with the consent of the Company. The Company may remove the Trustee if:
(i) the Trustee is no longer eligible under Section 7.10; (ii) the Trustee is
adjudged a bankrupt or an insolvent; (iii) a receiver or other public officer
takes charge of the Trustee or its property; or (iv) the Trustee becomes
incapable of acting.

                  If the Trustee resigns or is removed, or if a vacancy exists
in the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company. If
the successor Trustee does not deliver its written acceptance required by the
next succeeding paragraph of this Section 7.08 within 30 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in principal amount of the outstanding Notes may, at the expense
of the Company, petition any court of competent jurisdiction for the appointment
of a successor Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after the
delivery of such written acceptance, subject to the lien provided in Section
7.07, (i) the retiring Trustee shall transfer all property held by it as Trustee
to the successor Trustee, (ii) the resignation or removal of the retiring
Trustee shall become effective and (iii) the successor Trustee shall have all
the rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Holder. No successor Trustee
shall accept its appointment unless at the time of such acceptance such
successor Trustee shall be qualified and eligible under this Article.

                  If the Trustee is no longer eligible under Section 7.10 or
shall fail to comply with TIA Section 310(b), any Holder who satisfies the
requirements of TIA Section 310(b) may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.08, the Trustee shall resign immediately
in the manner and with the effect provided in this Section.

                  The Company shall give notice of any resignation and any
removal of the Trustee and each appointment of a successor Trustee to all
Holders. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

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


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<PAGE>   74
Upon the Trustee's resignation or removal, the Company shall promptly pay the
Trustee all amounts owed by the Company to the 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 or national banking
association, the resulting, surviving or transferee corporation or national
banking association without any further act shall be the successor Trustee with
the same effect as if the successor Trustee had been named as the Trustee
herein, provided such corporation shall be otherwise qualified and eligible
under this Article.

                  SECTION 7.10. Eligibility. This Indenture shall always have a
Trustee who satisfies the requirements of TIA Section 310(a)(1). The Trustee
shall have a combined capital and surplus of at least $25 million as set forth
in its most recent published annual report of condition that is subject to the
requirements of applicable federal or state supervising or examining authority.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.10, the Trustee shall resign immediately in the
manner and with the effect specified in this Article.

                  SECTION 7.11. Money Held in Trust. The Trustee shall not be
liable for interest on any money received by it except as the Trustee may agree
with the Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for money held in
trust under Article Eight of this Indenture.

                                 ARTICLE EIGHT
                             DISCHARGE OF INDENTURE

                  SECTION 8.01. Termination of Company's Obligations. Except as
otherwise provided in this Section 8.01, the Company may terminate its
obligations under the Notes and this Indenture if:

                  (i) all Notes previously authenticated and delivered (other
         than destroyed, lost or stolen Notes that have been replaced or Notes
         that are paid pursuant to Section 4.01 or Notes for whose payment money
         or securities have theretofore been held in trust and thereafter repaid
         to the Company, as provided in Section 8.05) have been delivered to the
         Trustee for cancellation and the Company has paid all sums payable by
         it hereunder; or

                  (ii) (A) the Notes mature within one year or all of them are
         to be called for redemption within one year under arrangements
         satisfactory to the Trustee for giving the notice of redemption, (B)
         the Company irrevocably deposits in trust with the Trustee during such
         one-year period, under the terms of an irrevocable trust agreement in
         form and substance satisfactory to the Trustee, as trust funds solely
         for the benefit of the Holders for that purpose, money or U.S.
         Government Obligations sufficient (in the opinion of a nationally
         recognized firm of independent public accountants expressed in a
         written certification thereof delivered to the Trustee), without
         consideration of any reinvestment of any interest thereon, to pay
         principal, premium, if, any, and interest on the Notes to maturity or
         redemption, as the case may be, and to pay all other sums payable by it
         hereunder, (C) no Default or Event of Default with respect to the Notes


                                       66
<PAGE>   75
         shall have occurred and be continuing on the date of such deposit, (D)
         such deposit will not result in a breach or violation of, or constitute
         a default under, this Indenture or any other agreement or instrument to
         which the Company is a party or by which it is bound and (E) the
         Company has delivered to the Trustee an Officers' Certificate and an
         Opinion of Counsel, in each case stating that all conditions precedent
         provided for herein relating to the satisfaction and discharge of this
         Indenture have been complied with.

                  With respect to the foregoing clause (i), the Company's
obligations under Section 7.07 shall survive. With respect to the foregoing
clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06,
2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall
survive until the Notes are no longer outstanding. Thereafter, only the
Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive. After
any such 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. Defeasance and Discharge of Indenture. The
Company will be deemed to have paid and will be discharged from any and all
obligations in respect of the Notes on the 123rd day after the deposit referred
to in clause (A) of this Section 8.02, and the provisions of this Indenture will
no longer be in effect with respect to the Notes (except for, among other
matters, certain obligations to register the transfer or exchange of the Notes,
to replace stolen, lost or mutilated Notes, to maintain paying agencies and to
hold monies for payment in trust) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same if:

                  (A) With reference to this Section 8.02, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of Section
         7.10) and conveyed all right, title and interest to the Trustee for the
         benefit of the Holders, under the terms of an irrevocable trust
         agreement in form and substance satisfactory to the Trustee as trust
         funds in trust specifically pledged to the Trustee for the benefit of
         the Holders as security for payment of the principal of, or premium, if
         any, on the Notes and dedicated solely to, the benefit of the Holders,
         in and to (1) money in an amount, (2) U.S. Government Obligations that
         through the payment of interest and principal in respect thereof in
         accordance with their terms, will provide, not later than one day
         before the due date of any payment referred to in clause (A), money in
         an amount or (3) a combination thereof in an amount sufficient, in the
         opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, without consideration of the
         reinvestment of such interest and after payment of all federal, state
         and local taxes or other charges and assessments in respect thereof
         payable by the Trustee, the principal of, premium, if any, and accrued
         interest on the outstanding Notes on the Stated Maturity of such
         principal and interest; provided that the Trustee shall have been
         irrevocably instructed to apply such money or the proceeds of such U.S.
         Government Obligations to the payment of such principal, premium, if
         any, and interest with respect to the Notes;

                                       67
<PAGE>   76
                  (B) The Company has delivered to the Trustee (1) either (x) an
         Opinion of Counsel to the effect that Holders will not recognize
         income, gain or loss for federal income tax purposes as a result of the
         Company's exercise of its option under this Section 8.02 and will be
         subject to federal income tax on the same amount and in the same manner
         and at the same times as would have been the case if such deposit,
         defeasance and discharge had not occurred, which Opinion of Counsel
         shall be based upon (and accompanied by a copy of) a ruling of the
         Internal Revenue Service to the same effect unless there has been a
         change in applicable federal income tax law after the Closing Date such
         that a ruling is no longer required or (y) a ruling directed to the
         Trustee received from the Internal Revenue Service to the same effect
         as the aforementioned Opinion of Counsel and (2) an Opinion of Counsel
         to the effect that the creation of the defeasance trust does not
         violate the Investment Company Act of 1940 and that after the passage
         of 123 days following the deposit (except, with respect to any trust
         funds for the account of any Holder who may be deemed to be an
         "insider" for purposes of the United States Bankruptcy Code, after one
         year following the deposit), the trust funds will not be subject to the
         effect of Section 547 of the United States Bankruptcy Code or Section
         15 of the New York Debtor and Creditor Law in a case commenced by or
         against the Company under either such statute, and either (I) the trust
         funds will no longer remain the property of the Company (and therefore
         will not be subject to the effect of any applicable bankruptcy,
         insolvency, reorganization or similar laws affecting creditors' rights
         generally) or (II) if a court were to rule under any such law in any
         case or proceeding that the trust funds remained property of the
         Company, (a) assuming such trust funds remained in the possession of
         the Trustee prior to such court ruling to the extent not paid to the
         Holders, the Trustee will hold, for the benefit of the Holders, a valid
         and perfected security interest in such trust funds that is not
         avoidable in bankruptcy or otherwise except for the effect of Section
         552(b) of the United States Bankruptcy Code on interest on the trust
         funds accruing after the commencement of a case under such statute and
         (b) the Holders will be entitled to receive adequate protection of
         their interests in such trust funds if such trust funds are used in
         such case or proceeding;

                  (C) immediately after giving effect to such deposit on a pro
         forma basis, no Event of Default, or event that after the giving of
         notice or lapse of time or both would become an Event of Default, shall
         have occurred and be continuing on the date of such deposit or during
         the period ending on the 123rd day after the date of such deposit, and
         such deposit shall not result in a breach or violation of, or
         constitute a default under, any other 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;

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

                  (E) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         contemplated by this Section 8.02 have been complied with.

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<PAGE>   77
                  Notwithstanding the foregoing, prior to the end of the 123-day
(or one-year) period referred to in clause (B)(2) of this Section 8.02, none of
the Company's obligations under this Indenture shall be discharged. Subsequent
to the end of such 123-day (or one year) period with respect to this Section
8.02, the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07,
2.08, 2.09, 2.14, 4.01, 4.02, 8.04, 8.05, 8.06 and the rights, powers, trusts,
duties and immunities of the Trustee hereunder and Article Eleven (with respect
to payments in respect of Senior Subordinated Obligations other than with the
assets held in trust as described in this Section 8.02) shall survive until the
Notes are no longer outstanding. Thereafter, only the Company's obligations in
Sections 7.07, 8.04, 8.05 and 8.06 shall survive. If and when a ruling from the
Internal Revenue Service or an Opinion of Counsel referred to in clause (B)(1)
of this Section 8.02 is able to be provided specifically without regard to, and
not in reliance upon, the continuance of the Company's obligations under Section
4.01, then the Company's obligations under such Section 4.01 shall cease upon
delivery to the Trustee of such ruling or Opinion of Counsel and compliance with
the other conditions precedent provided for herein relating to the defeasance
contemplated by this Section 8.02.

                  After any such 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 in the
immediately preceding paragraph.

                  SECTION 8.03. Defeasance of Certain Obligations. The Company
may omit to comply with any term, provision or condition set forth in clauses
(iii) and (iv) of Section 5.01 and Sections 4.03 through 4.11 and Section 4.20
and clause (c) of Section 6.01 with respect to clauses (iii) and (iv) of Section
5.01, clause (d) of Section 6.01 with respect to Sections 4.01, 4.02 and 4.12
through 4.19 and clauses (e) and (f) of Section 6.01 shall be deemed not to be
Events of Default, in each case with respect to the outstanding Notes if:

                  (i) with reference to this Section 8.03, the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee (or another trustee satisfying the requirements of Section
         7.10) and conveyed all right, title and interest to the Trustee for the
         benefit of the Holders, under the terms of an irrevocable trust
         agreement in form and substance satisfactory to the Trustee as trust
         funds in trust, specifically pledged to the Trustee for the benefit of
         the Holders as security for payment of the principal of, premium, if
         any, and interest, if any, on the Notes, and dedicated solely to, the
         benefit of the Holders, in and to (A) money in an amount, (B) U.S.
         Government Obligations that, through the payment of interest, premium,
         if any, and principal in respect thereof in accordance with their
         terms, will provide, not later than one day before the due date of any
         payment referred to in this clause (i), money in an amount or (C) a
         combination thereof in an amount sufficient, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
         discharge, without consideration of the reinvestment of such interest
         and after payment of all federal, state and local taxes or other
         charges and assessments in respect thereof payable by the Trustee, the
         principal of, premium, if any, and interest on the outstanding Notes on
         the Stated Maturity of such principal or interest; provided that the
         Trustee shall have been irrevocably instructed to apply such money or
         the proceeds of such U.S. Government Obligations to the payment of such
         principal, premium, if any, and interest with respect to the Notes;

                                       69
<PAGE>   78
                  (ii) the Company has delivered to the Trustee an Opinion of
         Counsel to the effect that (A) the creation of the defeasance trust
         does not violate the Investment Company Act of 1940, (B) after the
         passage of 123 days following the deposit (except, with respect to any
         trust funds for the account of any Holder who may be deemed to be an
         "insider" for purposes of the United States Bankruptcy Code, after one
         year following the deposit), the trust funds will not be subject to the
         effect of Section 547 of the United States Bankruptcy Code or Section
         15 of the New York Debtor and Creditor Law in a case commenced by or
         against the Company under either such statute, and either (1) the trust
         funds will no longer remain the property of the Company (and therefore
         will not be subject to the effect of any applicable bankruptcy,
         insolvency, reorganization or similar laws affecting creditors' rights
         generally) or (2) if a court were to rule under any such law in any
         case or proceeding that the trust funds remained property of the
         Company, (x) assuming such trust funds remained in the possession of
         the Trustee prior to such court ruling to the extent not paid to the
         Holders, the Trustee will hold, for the benefit of the Holders, a valid
         and perfected security interest in such trust funds that is not
         avoidable in bankruptcy or otherwise (except for the effect of Section
         552(b) of the United States Bankruptcy Code on interest on the trust
         funds accruing after the commencement of a case under such statute) and
         (y) the Holders will be entitled to receive adequate protection of
         their interests in such trust funds if such trust funds are used in
         such case or proceeding, (C) the Holders will not recognize income,
         gain or loss for federal income tax purposes as a result of such
         deposit and defeasance of certain covenants and Events of Default and
         will be subject to federal income tax on the same amount and in the
         same manner and at the same times as would have been the case if such
         deposit and defeasance had not occurred and (D) the Trustee, for the
         benefit of the Holders, has a valid first-priority security interest in
         the trust funds;

                  (iii) immediately after giving effect to such deposit on a pro
         forma basis, no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or during the period ending on
         the 123rd day after such date of such deposit, and such deposit shall
         not result in a breach or violation of, or constitute a default under,
         this Indenture or any other agreement or instrument to which the
         Company or any of its Subsidiaries is a party or by which the Company
         or any of its Subsidiaries is bound;

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

                  (v) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, in each case stating that all
         conditions precedent provided for herein relating to the defeasance
         contemplated by this Section 8.03 have been complied with.

                  SECTION 8.04. Application of Trust Money. Subject to Section
8.06, the Trustee or Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, as the
case may be, and shall apply the deposited money and the money from U.S.
Government Obligations in accordance with the Notes and this Indenture to the
payment of principal of, premium, if any, and interest on the Notes; but such
money need not be segregated from other funds except to the extent required by
law.

                                       70
<PAGE>   79
                  SECTION 8.05. Repayment to Company. Subject to Sections 7.07,
8.01, 8.02 and 8.03, the Trustee and the Paying Agent shall promptly pay to the
Company upon request set forth in an Officers' Certificate any excess money held
by them at any time and thereupon shall be relieved from all liability with
respect to such money. The Trustee and the Paying Agent shall pay to the Company
upon request any money held by them for the payment of principal, premium, if
any, or interest that remains unclaimed for two years; provided that the Trustee
or Paying Agent before being required to make any payment may cause to be
published at the expense of the Company once in a newspaper of general
circulation in The City of New York or mail to each Holder entitled to such
money at such Holder's address (as set forth in the Security Register) notice
that such money remains unclaimed and that after a date specified therein (which
shall be at least 30 days from the date of such publication or mailing) any
unclaimed balance of such money then remaining will be repaid to the Company.
After payment to the Company, Holders entitled to such money must look to the
Company for payment as general creditors unless an applicable law designates
another Person, and all liability of the Trustee and such Paying Agent with
respect to such money shall cease.

                  SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 8.01, 8.02 or 8.03, as the case may be, by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.01, 8.02 or
8.03, as the case may be, until such time as the Trustee or Paying Agent is
permitted to apply all such money or U.S. Government Obligations in accordance
with Section 8.01, 8.02 or 8.03, as the case may be; provided that, if the
Company has made any payment of principal of, premium, if any, or interest on
any Notes because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or 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 resolution of its Board of Directors (as evidenced by a Board
Resolution delivered to the Trustee), and the Trustee may amend or supplement
this Indenture or the Notes without notice to or the consent of any Holder:

                  (1) to cure any ambiguity, defect or inconsistency in this
         Indenture; provided that such amendments or supplements shall not, in
         the good faith opinion of the Board of Directors as evidenced by a
         Board Resolution, adversely affect the interests of the Holders in any
         material respect;

                  (2) to comply with Article Five or Section 4.20;

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

                                       71
<PAGE>   80
                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee; or

                  (5) to make any change that, in the good faith opinion of the
         Board of Directors as evidenced by a Board Resolution, does not
         materially and adversely affect the rights of any Holder.

                  SECTION 9.02. With Consent of Holders. Subject to Sections
6.04 and 6.07 and without prior notice to the Holders, the Company, when
authorized by its Board of Directors (as evidenced by a Board Resolution
delivered to the Trustee), and the Trustee may amend this Indenture and the
Notes with the written consent of the Holders of a majority in aggregate
principal amount of the Notes then outstanding, and the Holders of a majority in
aggregate principal amount of the Notes then outstanding by written notice to
the Trustee may waive future compliance by the Company with any provision of
this Indenture or the Notes.

                  Notwithstanding the provisions of this Section 9.02, without
the consent of each Holder affected, an amendment or waiver, including a waiver
pursuant to Section 6.04, may not:

                  (i) change the Stated Maturity of the principal of, or any
         installment of interest on, any Note;

                  (ii) reduce the principal amount of, or premium, if any, or
         interest on, any Note;

                  (iii) change the optional redemption dates or optional
         redemption prices of the Notes from that stated in Section 3.01;

                  (iv) change any place or currency of payment of principal of,
         premium, if any, or interest on, any Note;

                  (v) impair the right to institute suit for the enforcement of
         any payment on or after the Stated Maturity (or, in the case of
         redemption, on or after the Redemption Date) on any Note;

                  (vi) reduce the percentage or principal amount of outstanding
         Notes the consent of whose Holders is necessary to modify or amend this
         Indenture or to waive compliance with certain provisions of or certain
         Defaults under this Indenture;

                  (vii) waive a Default in the payment of principal of, premium,
         if any, or interest on, any Note;

                  (viii) modify any of the provisions of this Section 9.02,
         except to increase any such percentage or to provide that certain other
         provisions of this Indenture cannot be modified or waived without the
         consent of the Holder of each outstanding Note affected thereby; or

                  (ix) release any Guarantor from its Note Guarantee, except as
         provided in this Indenture.

                                       72
<PAGE>   81
                  It shall not be necessary for the consent of the Holders under
this Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

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

                  SECTION 9.03. Revocation and Effect of Consent. Until an
amendment or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the Note of the consenting
Holder, even if notation of the consent is not made on any Note. However, any
such Holder or subsequent Holder may revoke the consent as to its Note or
portion of its Note. Such revocation shall be effective only if the Trustee
receives the notice of revocation before the date the amendment, supplement or
waiver becomes effective. An amendment, supplement or waiver shall become
effective on receipt by the Trustee of written consents from the Holders of the
requisite percentage in principal amount of the outstanding Notes.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver. If a record date is fixed, then,
notwithstanding the last two sentences of the immediately preceding paragraph,
those persons who were Holders at such record date (or their duly designated
proxies) and only those persons shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given, whether or not
such persons continue to be Holders after such record date. 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 is of the type described in the second
paragraph of Section 9.02. In case of an amendment or waiver of the type
described in the second paragraph of Section 9.02, the amendment or waiver shall
bind each Holder who has consented to it and every subsequent Holder of a Note
that evidences the same indebtedness as the Note of the consenting Holder.

                  SECTION 9.04. Notation on or Exchange of Notes. If an
amendment, supplement or waiver changes the terms of a Note, the Trustee may
require the Holder to deliver such Note to the Trustee. At the Company's
expense, the Trustee may place an appropriate notation on the Note about the
changed terms and return it to the Holder and the Trustee may place an
appropriate notation on any Note thereafter authenticated. 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. Failure to make the appropriate notation, or issue a new Note, shall not
affect the validity and effect of such amendment, supplement or waiver.

                  SECTION 9.05. Trustee to Sign Amendments, Etc. The Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating


                                       73
<PAGE>   82
that the execution of any amendment, supplement or waiver authorized pursuant to
this Article Nine is authorized or permitted by this Indenture and that it will
be valid and binding upon the Company. Subject to the preceding sentence, the
Trustee shall sign such amendment, supplement or waiver if the same does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver that affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise.

                  SECTION 9.06. Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article Nine shall conform to
the requirements of the TIA as then in effect.

                                  ARTICLE TEN
                               GUARANTEE OF NOTES

                  SECTION 10.01. Note Guarantee. Subject to the provisions of
this Article Ten, each of the Guarantors hereby, jointly and severally, fully
and unconditionally Guarantees to each Holder of Notes hereunder and to the
Trustee on behalf of the Holders: (i) the due and punctual payment of the
principal of, premium, if any, on and interest on each Note, when and as the
same shall become due and payable, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on the overdue principal of
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 of such Note and this Indenture
and (ii) in the 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,
at Stated Maturity, by acceleration or otherwise, subject, however, in the case
of clauses (i) and (ii) above, to the limitations set forth in the next
succeeding paragraph.

                  Each Guarantor and by its acceptance hereof each Holder hereby
confirms that it is the intention of all such parties that the Guarantee by such
Guarantor pursuant to its Note Guarantee not constitute a fraudulent transfer or
conveyance for purposes of the United States Bankruptcy Code, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
Federal or state law. To effectuate the foregoing intention, the Holders and
such Guarantor hereby irrevocably agree that the obligations of such Guarantor
under its Note Guarantee shall be limited to the maximum amount as will, after
giving effect to all other contingent and fixed liabilities of such Guarantor
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor
under its Note Guarantee or pursuant to the following paragraph, result in the
obligations of such Guarantor under its Note Guarantee not constituting such
fraudulent transfer or conveyance.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under its Note
Guarantee, such Funding Guarantor shall be entitled to a contribution from all
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor) for all payments, damages and


                                       74
<PAGE>   83
expenses incurred by that Funding Guarantor in discharging the Company's
obligations with respect to the Notes or any other Guarantor's obligations with
respect to its Note Guarantee. "Adjusted Net Assets" of such Guarantor at any
date shall mean the lesser of the amount by which (x) the fair value of the
property of such Guarantor exceeds the total amount of liabilities, including,
without limitation, contingent liabilities (after giving effect to all other
fixed and contingent liabilities incurred or assumed on such date), but
excluding liabilities under the Note Guarantee, of such Guarantor at such date
and (y) the present fair salable value of the assets of such Guarantor at such
date exceeds the amount that will be required to pay the probable liability of
such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities incurred or assumed on such date and after giving effect
to any collection from any Subsidiary of such Guarantor in respect of the
obligations of such Subsidiary under the Note Guarantee of such Guarantor),
excluding debt in respect of its Note Guarantee, as they become absolute and
matured.

                  Each of the Guarantors hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger or
bankruptcy of the Company, any right to require a proceeding first against the
Company, the benefit of discussion, protest or notice with respect to any such
Note or the debt evidenced thereby and all demands whatsoever (except as
specified above), and covenants that this Note Guarantee will not be discharged
as to any such Note except by payment in full of the principal thereof and
interest thereon and as provided in Sections 8.01, 8.02 and 8.03. In the event
of any declaration of acceleration of such obligations as provided in Article
Six, such obligations (whether or not due and payable) shall forthwith become
due and payable by the Guarantors for the purposes of this Article Ten. In
addition, without limiting the foregoing provisions, upon the effectiveness of
an acceleration under Article Six, the Trustee shall promptly make a demand for
payment on the Notes under the Note Guarantee provided for in this Article Ten.

                  The obligations of each Guarantor under its Note Guarantee are
independent of the obligations Guaranteed by such Guarantor hereunder, and a
separate action or actions may be brought and prosecuted by the Trustee on
behalf of, or by, the Holders, subject to the terms and conditions set forth in
this Indenture, against a Guarantor to enforce this Guarantee, irrespective of
whether any action is brought against the Company or whether the Company is
joined in any such action or actions.

                  If the Trustee or the Holder is required by any court or
otherwise to return to the Company or any Guarantor, or any custodian, receiver,
liquidator, trustee, sequestrator or other similar official acting in relation
to Company or such Guarantor, any amount paid to the Trustee or such Holder in
respect of a Note, this Note Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect. Each of the Guarantors further
agrees, to the fullest extent that it may lawfully do so, that, as between it,
on the one hand, and the Holders and the Trustee, on the other hand, the
maturity of the obligations Guaranteed hereby may be accelerated as provided in
Article Six hereof for the purposes of this Note Guarantee, notwithstanding any
stay, injunction or other prohibition extant under any applicable bankruptcy law
preventing such acceleration in respect of the obligations Guaranteed hereby.

                  Each of the Guarantors hereby irrevocably waives any claim or
other rights which it may now or hereafter acquire against the Company or any
other Guarantor that arise from the


                                       75
<PAGE>   84
existence, payment, performance or enforcement of its obligations under this
Note Guarantee and this Indenture, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, any
right to participate in any claim or remedy of the Holders against the Company
or any Guarantor or any collateral which any such Holder or the Trustee on
behalf of such Holder hereafter acquires, 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 or a
Guarantor, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim or other rights.
If any amount shall be paid to a Guarantor in violation of the preceding
sentence and the principal of, premium, if any, and accrued interest on the
Notes shall not have been paid in full, such amount shall be deemed to have been
paid to such Guarantor for the benefit of, and held in trust for the benefit of,
the Holders, and shall forthwith be paid to the Trustee for the benefit of the
Holders to be credited and applied upon the principal of, premium, if any, and
accrued interest on the Notes. Each of the Guarantors acknowledges that it will
receive direct and indirect benefits from the issuance of the Notes pursuant to
this Indenture and that the waivers set forth in this Section 10.01 are
knowingly made in contemplation of such benefits.

                  The Note Guarantee set forth in this Section 10.01 shall not
be valid or become obligatory for any purpose with respect to a Note until the
certificate of authentication on such Note shall have been signed by or on
behalf of the Trustee.

                  SECTION 10.02. Obligations Unconditional. Nothing contained in
this Article Ten or elsewhere in this Indenture or in the Notes is intended to
or shall impair, as among any Guarantor and the holders of the Notes, the
obligation of such Guarantor, which is absolute and unconditional, upon failure
by the Company to pay to the holders of the Notes the principal of, premium, if
any, and interest on the Notes as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of such Guarantor, nor shall anything herein
or therein prevent any Holder or the Trustee on their behalf from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture.

                  Without limiting the foregoing, nothing contained in this
Article Ten will restrict the right of the Trustee or the Holders to take any
action to declare the Note Guarantee to be due and payable prior to the Stated
Maturity of any Notes pursuant to Section 6.02 or to pursue any rights or
remedies hereunder.

                  SECTION 10.03. Release of Note Guarantees. The Note Guarantee
issued by any Subsidiary Guarantor will be automatically and unconditionally
released and discharged upon (i) any sale, exchange or transfer (including by
way of merger or consolidation) to any Person not an Affiliate of the Company of
all of the Company's and each Restricted Subsidiary's Capital Stock in, or all
or substantially all the assets of, such Guarantor (which such sale, exchange or
transfer is not prohibited by this Indenture) or (ii) the designation of such
Subsidiary Guarantor or Restricted Subsidiary as an Unrestricted Subsidiary, in
accordance with the terms of this Indenture.

                  SECTION 10.04. Notice to Trustee. A Guarantor shall give
prompt written notice to the Trustee of any fact known to such Guarantor which
would prohibit the making of


                                       76
<PAGE>   85
any payment to or by the Trustee in respect of the Note Guarantee pursuant to
the provisions of this Article Ten.

                  SECTION 10.05. This Article Not to Prevent Events of Default.
The failure to make a payment on account of principal of, premium, if any, 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.

                                 ARTICLE ELEVEN
                                  MISCELLANEOUS

                  SECTION 11.01. Trust Indenture Act of 1939. Prior to the
effectiveness of the Registration Statement, this Indenture shall incorporate
and be governed by the provisions of the TIA that are required to be part of and
to govern indentures qualified under the TIA. After the effectiveness of the
Registration Statement, this Indenture shall be subject to the provisions of the
TIA that are required to be a part of this Indenture and shall, to the extent
applicable, be governed by such provisions.

                  SECTION 11.02. Notices. Any notice, request or communication
shall be sufficiently given if in writing and delivered in person, mailed by
first-class mail or sent by telecopier transmission addressed as follows:

                  if to the Company:

                  Premium Standard Farms, Inc.
                  423 West 8th Street, Suite 200
                  Kansas City, MO 64105

                  Telecopier No.:  (816)  472-5837

                  Attention:  Chief Financial Officer

                  if to the Trustee:

                  Wilmington Trust Company
                  Rodney Square North
                  1100 North Market Street
                  Wilmington, Delaware 19890

                  Telecopier No.:  (302) 651-8882

                  Attention:  Corporate Trust Department

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

                  Any notice or communication mailed to a Holder shall be mailed
to it at its address as it appears on the Security Register by first-class mail
and shall be sufficiently given to


                                       77
<PAGE>   86
the Holder if so mailed within the time prescribed. Any notice or communication
shall also be so mailed to any Person described in TIA Section 313(c), to the
extent required by the TIA. Copies of any such communication or notice to a
Holder shall also be mailed to the Trustee and each Agent at the same time.

                  Failure to mail a notice or communication to a Holder as
provided herein or any defect in any such notice or communication shall not
affect its sufficiency with respect to other Holders. Except for a notice to the
Trustee, which is deemed given only when received, and except as otherwise
provided in this Indenture, if a notice or communication is mailed in the manner
provided in this Section 11.02, it is duly given, whether or not the addressee
receives it.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

                  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 anyone else shall have the
protection of TIA Section 312(c).

                  SECTION 11.03. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

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

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

                  SECTION 11.04. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

                  (i) a statement that each person signing such certificate or
         opinion has read such covenant or condition and the definitions herein
         relating thereto;

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

                                       78
<PAGE>   87
                  (iii) a statement that, in the opinion of each such person,
         the person has made such examination or investigation as is necessary
         to enable the person to express an informed opinion as to whether or
         not such covenant or condition has been complied with; and

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

                  SECTION 11.05. Rules by Trustee, Paying Agent or Registrar.
The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Paying Agent or Registrar may make reasonable rules for its functions.

                  SECTION 11.06. Payment Date Other Than a Business Day. If an
Interest Payment Date, Redemption Date, Payment Date, Stated Maturity or date of
maturity of any Note shall not be a Business Day, then payment of principal of,
premium, if any, or interest on such Note, as the case may be, need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the Interest Payment Date, Payment Date or
Redemption Date, or at the Stated Maturity or date of maturity of such Note;
provided that no interest shall accrue for the period from and after such
Interest Payment Date, Payment Date, Redemption Date, Stated Maturity or date of
maturity, as the case may be.

                  SECTION 11.07. Governing Law. This Indenture and the Notes
shall be governed by the laws of the State of New York. The Trustee, the Company
and the Holders agree to submit to the jurisdiction of the courts of the State
of New York in any action or proceeding arising out of or relating to this
Indenture or the Notes.

                  SECTION 11.08. No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary of the Company. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

                  SECTION 11.09. No Recourse Against Others. No recourse for the
payment of the principal of, premium, if any, or interest on any of the Notes,
or for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company contained in
this Indenture or in any of the Notes, or because of the creation of any
Indebtedness represented thereby, shall be had against any incorporator or
against any past, present or future partner, stockholder, other equityholder,
officer, director, employee or controlling person, as such, of the Company or of
any successor Person, either directly or through the Company or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes.

                                       79
<PAGE>   88
                  SECTION 11.10. Successors. All agreements of the Company in
this Indenture and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successor.

                  SECTION 11.11. Duplicate Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

                  SECTION 11.12. Separability. In case any provision in this
Indenture or in the Notes 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 11.13. Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.




                                       80
<PAGE>   89
                                   SIGNATURES

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

                               PREMIUM STANDARD FARMS, INC.


                               By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                                        Name: Stephen Lightstone
                                        Title: Executive Vice President


                               THE LUNDY PACKING COMPANY


                               By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                                        Name: Stephen Lightstone
                                        Title: Executive Vice President


                               PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC.


                               By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                                        Name: Stephen Lightstone
                                        Title: Executive Vice President


                               LUNDY INTERNATIONAL, INC.


                               By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                                        Name: Stephen Lightstone
                                        Title: Executive Vice President


                               PSF GROUP HOLDINGS, INC.

                               By:      /s/ Stephen Lightstone
                                        ----------------------------------------
                                        Name: Stephen Lightstone
                                        Title: Executive Vice President




                                       81
<PAGE>   90
                               WILMINGTON TRUST COMPANY


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



                                       82
<PAGE>   91
                                                                       Exhibit A


                              [APPLICABLE LEGENDS]

                                 [FACE OF NOTE]

                          PREMIUM STANDARD FARMS, INC.

                           9-1/4% Senior Note due 2011

                                                     [CUSIP] [CINS] [__________]

No. ____ $

                  PREMIUM STANDARD FARMS, INC. a Delaware corporation (the
"Company", which term includes any successor under the Indenture hereinafter
referred to), for value received, promises to pay to _____________, or its
registered assigns, the principal sum of ____________ ($____) on June 15, 2011.

                  Interest Payment Dates: June 15 and December 15, commencing
December 15, 2001.

                  Regular Record Dates: June 1 and December 1.

                  PSF Group Holdings, Inc., a Delaware corporation, The Lundy
Packing Company, a North Carolina corporation, Premium Standard Farms of North
Carolina, Inc., a Delaware corporation, and Lundy International, Inc., a North
Carolina corporation (collectively, the "Guarantors", which term includes any
successors under the Indenture hereinafter referred to and any Restricted
Subsidiary that provides a Note Guarantee pursuant to the Indenture), have
jointly and severally, fully and unconditionally guaranteed the payment of
principal of premium, if any, and interest on the Notes.

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


                                      A-1
<PAGE>   92
                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                     PREMIUM STANDARD FARMS, INC.


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



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


                    (Trustee's Certificate of Authentication)

This is one of the 9-1/4% Senior Notes due 2011 described in the
within-mentioned Indenture.

Date:  [________, ____]             WILMINGTON TRUST COMPANY,
                                    as Trustee

                                    By:
                                         ---------------------------------------
                                          Authorized Signer




                                      A-2
<PAGE>   93
                             [REVERSE SIDE OF NOTE]

                          PREMIUM STANDARD FARMS, INC.

                           9-1/4% Senior Note due 2011

1.       Principal and Interest.

                  The Company will pay the principal of this Note on June 15,
2011.

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

                  Interest will be payable semiannually (to the holders of
record of the Notes at the close of business on the June 1 or December 1
immediately preceding the Interest Payment Date) on each Interest Payment Date,
commencing December 15, 2001.

                  If neither an exchange offer (the "Exchange Offer") registered
under the Securities Act is consummated nor a shelf registration statement (the
"Shelf Registration Statement") under the Securities Act with respect to resales
of the Notes is declared effective by the Commission, on or before December 7,
2001 in accordance with the terms of the Registration Rights Agreement dated
June 4, 2001 among the Company, each of the Guarantors and Morgan Stanley & Co.
Incorporated and J.P Morgan Securities, Inc., then the annual interest rate
borne by the Notes shall be increased by 0.5% from the rate shown above accruing
from December 7, 2001, payable in cash semiannually, in arrears, on each
Interest Payment Date, commencing December 15, 2001 until the earlier of (a) the
consummation of the Exchange Offer or the effectiveness of the Shelf
Registration Statement and (b) the expiration of the period set forth in Rule
144(k) under the Securities Act of 1933 with respect to the Notes. The Holder of
this Note is entitled to the benefits of such Registration Rights Agreement.

                  Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from June 7,
2001; provided that, if there is no existing default in the payment of interest
and this Note is authenticated between a Regular Record Date referred to on the
face hereof and the next succeeding Interest Payment Date, interest shall accrue
from such Interest Payment Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

                  The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest, to the extent
lawful, at a rate per annum that is 2% in excess of the rate otherwise payable.

2.       Method of Payment.

                  The Company will pay interest (except defaulted interest) on
the principal amount of the Notes as provided above on each June 15 and December
15, commencing December 15, 2001 to the persons who are Holders (as reflected in
the Security Register at the close of business on the June 1 or December 1
immediately preceding the Interest Payment Date), in each case, even if the Note
is cancelled on registration of transfer or registration of exchange after such


                                      A-3
<PAGE>   94
record date; provided that, with respect to the payment of principal, the
Company will make payment to the Holder that surrenders this Note to a Paying
Agent on or after June 15, 2011.

                  The Company will pay principal, premium, if any, and as
provided above, interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts. However, the
Company may pay principal, premium, if any, and interest by its check payable in
such money. It may mail an interest check to a Holder's registered address (as
reflected in the Security Register). If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that place on the
next succeeding day that is a Business Day and no interest shall accrue for the
intervening period.

                  The Notes may be exchanged or transferred at the office or
agency of the Company in The Borough of Manhattan, The City of New York.
Initially, Computerserve Trust Company of New York, Wall Street Plaza, 88 Pine
Street, New York, New York 10005 will serve as such office. If you give the
Company wire transfer instructions, the Company will pay all principal, premium
and interest on your Notes in accordance with your instructions. If the Company
is not given wire transfer instructions, payments of principal, premium and
interest will be made at the office or agency of the paying agent which will
initially be the Trustee, unless the Company elects to make interest payments by
check mailed to the Holders.

3.       Paying Agent and Registrar.

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

4.       Indenture; Limitations.

                  The Company issued the Notes under an Indenture dated as of
June 7, 2001 (the "Indenture"), among the Company, each of the Guarantors and
Wilmington Trust Company Company, trustee (the "Trustee"). Capitalized terms
herein are used as defined in the Indenture unless otherwise indicated. 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. The Notes are subject to
all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control.

                  The Notes are general unsecured obligations of the Company.

                  The Company may, subject to Article Four of the Indenture and
applicable law, issue additional Notes under the Indenture.

5.       Optional Redemption.

                  The Notes are redeemable, at the Company's option, in whole or
in part, at any time or from time to time, on or after June 15, 2006 and prior
to maturity, upon not less than 30


                                      A-4
<PAGE>   95
nor more than 60 days' prior notice mailed by first-class mail to each Holder's
last address, as it appears in the Security Register, at the following
Redemption Prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest Payment Date), if redeemed during the
12-month period commencing June 15 of the years set forth below:
<TABLE>
<CAPTION>
                                                         Redemption
             Year                                               Price
             --------------------------------------------------------
             <S>                                         <C>
             2006........................................... 104.625%
             2007........................................... 103.083%
             2008........................................... 101.542%
             2009 and thereafter............................ 100.000%
</TABLE>

                  In addition, at any time prior to June 15, 2004, the Company
may redeem up to 35% of the aggregate principal amount of the Notes with the Net
Cash Proceeds of one or more sales of Capital Stock of the Company (other than
Disqualified Stock) or a capital contribution to the Company's common equity, at
any time as a whole or from time to time in part, at a Redemption Price
(expressed as a percentage of principal amount) of 109.250%, plus accrued and
unpaid interest to the Redemption Date (subject to the rights of Holders of
record on the relevant Regular Record Date that is prior to the Redemption Date
to receive interest due on an Interest Payment Date); provided that (i) at least
65% of the aggregate principal amount of Notes originally issued on the Closing
Date remains outstanding after each such redemption and (ii) notice of such
redemption is mailed within 60 days after such sale of Capital Stock.

                  Notes in original denominations larger than $1,000 may be
redeemed in part. On and after the Redemption Date, interest ceases to accrue on
Notes or portions of Notes called for redemption, unless the Company defaults in
the payment of the Redemption Price.

6.       Repurchase upon Change of Control.

                  Upon the occurrence of any Change of Control, each Holder
shall have the right to require the repurchase of its Notes by the Company in
cash pursuant to the offer described in the Indenture at a purchase price equal
to 101% of the principal amount thereof plus accrued and unpaid interest, if
any, to the date of purchase (the "Payment Date").

                  A notice of such Change of Control will be mailed within 30
days after any Change of Control occurs to each Holder at its last address as it
appears in the Security Register. Notes in original denominations larger than
$1,000 may be sold to the Company in part. On and after the Payment Date,
interest ceases to accrue on Notes or portions of Notes surrendered for purchase
by the Company, unless the Company defaults in the payment of the purchase
price.

7.       Denominations; Transfer; Exchange.

                  The Notes are in registered form without coupons in
denominations of $1,000 of principal amount and multiples of $1,000 in excess
thereof. A Holder may register the transfer or exchange of 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 any


                                      A-5
<PAGE>   96
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer or exchange of any Notes selected for redemption.
Also, it need not register the transfer or exchange of any Notes for a period of
15 days before the day of mailing of a notice of redemption of Notes selected
for redemption.

8.       Persons Deemed Owners.

                  A Holder shall be treated as the owner of a Note for all
purposes.

9.       Unclaimed Money.

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

10.      Discharge Prior to Redemption or Maturity.

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

11.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture or the Notes may
be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding, and any existing
default or compliance with any provision may be waived with the consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding. Without notice to or the 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 and make any change that does not
materially and adversely affect the rights of any Holder.

12.      Restrictive Covenants.

                  The Indenture imposes certain limitations on the ability of
the Company and its Restricted Subsidiaries, among other things, to Incur
additional Indebtedness, make Restricted Payments, suffer to exist restrictions
on the ability of Restricted Subsidiaries to make certain payments to the
Company, issue Capital Stock of Restricted Subsidiaries, Guarantee Indebtedness
of the Company, engage in transactions with Affiliates, suffer to exist or incur
Liens, enter into sale-leaseback transactions, use the proceeds from Asset
Sales, or merge, consolidate or transfer substantially all of its assets. Within
45 days after the end of each of the first three fiscal quarters of each year
and within 90 days after the end of the last fiscal quarter of each year, the
Company shall deliver to the Trustee an Officers' Certificate stating whether or
not the signers thereof know of any Default or Event of Default under such
restrictive covenants.

                                      A-6
<PAGE>   97
13.      Successor Persons.

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

14.      Defaults and Remedies.

                  Any of the following events constitutes an "Event of Default"
under the Indenture:

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

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

                  (c) (i) default in the performance or breach of the provisions
of the Indenture applicable to (A) mergers, consolidations and transfers of all
or substantially all of the assets of the Company or PSF Group Holdings or (B)
mergers or consolidations of any Subsidiary Guarantor or (ii) the failure by the
Company to make or consummate an Offer to Purchase in accordance with Section
4.11 or Section 4.12 of the Indenture;

                  (d) the Company, any Subsidiary Guarantor or PSF Group
Holdings defaults in the performance of or breaches any other covenant or
agreement of the Company in the Indenture or under the Notes (other than a
default specified in clause (a), (b) or (c) above) and such default or breach
continues for a period of 30 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal amount of the
Notes;

                  (e) there occurs with respect to any issue or issues of
Indebtedness of the Company, any Subsidiary Guarantor, PSF Group Holdings or any
Significant Subsidiary having an outstanding principal amount of $7.5 million or
more in the aggregate for all such issues of all such Persons, whether such
Indebtedness now exists or shall hereafter be created, (A) an event of default
that has caused the holder thereof to declare such Indebtedness to be due and
payable prior to its Stated Maturity and such Indebtedness has not been
discharged in full or such acceleration has not been rescinded or annulled
within 30 days of such acceleration and/or (B) the failure to make a principal
payment at the final (but not any interim) fixed maturity and such defaulted
payment shall not have been made, waived or extended within 30 days of such
payment default;

                  (f) final judgments or orders (not covered by insurance) for
the payment of money in excess of $7.5 million in the aggregate for all such
final judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not so covered) shall be rendered against the
Company, any Subsidiary Guarantor, PSF Group Holdings or any Significant
Subsidiary and shall not be paid or discharged, and there shall be any period of
30 consecutive days following entry of the final judgment or order that causes
the aggregate amount for all such final judgments or orders outstanding and not
paid or discharged against all such


                                      A-7
<PAGE>   98
Persons to exceed $7.5 million during which a stay of enforcement of such final
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;

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

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

                  (i) any Guarantor repudiates its obligations under its Note
Guarantee or, except as permitted by the Indenture, any Note Guarantee is
determined to be unenforceable or invalid or shall for any reason cease to be in
full force and effect.

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

15.      Guarantee.

                  The Company's obligations under the Notes are fully and
unconditionally guaranteed, jointly and severally, by the Guarantors.

16.      Trustee Dealings with the Company.

                  The Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for
the Company, the Guarantors or their


                                      A-8
<PAGE>   99
Affiliates and may otherwise deal with the Company, the Guarantors or their
Affiliates as if it were not the Trustee.

17.      No Recourse Against Others.

                  No incorporator or any past, present or future partner,
stockholder, other equityholder, officer, director, employee or controlling
person, as such, of the Company or of any successor Person shall have any
liability for any obligations 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 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.

18.      Authentication.

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

19.      Abbreviations.

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

                  The Company will furnish a copy of the Indenture to any Holder
upon written request and without charge. Requests may be made to Premium
Standard Farms, Inc. 423 West 8th Street, Suite 200, Kansas City, Missouri
645105; Attention: Chief Financial Officer.




                                      A-9
<PAGE>   100
                            [FORM OF TRANSFER NOTICE]


                  FOR VALUE RECEIVED the undersigned registered holder hereby
sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

__________________________________

__________________________________

Please print or typewrite name and address including zip code of assignee

__________________________________


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________ attorney to transfer said Note on the books
of the Company with full power of substitution in the premises.

         [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL NOTES OTHER THAN
         EXCHANGE NOTES, TEMPORARY OFFSHORE GLOBAL NOTES AND UNLEGENDED
                                PHYSICAL NOTES]

                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date the Shelf Registration
Statement is declared effective or (ii) the end of the period referred to in
Rule 144(k) under the Securities Act, the undersigned confirms that without
utilizing any general solicitation or general advertising that:

                                   [Check One]

[ ](a)   this Note is being transferred in compliance with the exemption from
         registration under the Securities Act of 1933 provided by Rule 144A
         thereunder.

                                       or

[ ](b)   this Note is being transferred other than in accordance with (a) above
         and documents are being furnished which comply with the conditions of
         transfer set forth in this Note and the Indenture.




                                      A-10
<PAGE>   101
If none of the foregoing boxes is checked, the Trustee or other 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 2.08 of the Indenture shall have
been satisfied.

Date:
     ----------------------         --------------------------------------------

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

                  Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to
the Trustee.

TO BE COMPLETED BY PURCHASER IF (a) 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 of
1933 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-11
<PAGE>   102
                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you wish to have this Note purchased by the Company
pursuant to Section 4.11 or 4.12 of the Indenture, check the Box: [ ]

                  If you wish to have a portion of this Note purchased by the
Company pursuant to Section 4.11 or 4.12 of the Indenture, state the principal
amount: $                   .
         -------------------
Date:

Your Signature:
               ---------------------------------------------

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

Signature Guarantee:
                    ----------------------------------------

                  Signature must be guaranteed by a participant in a recognized
signature guaranty medallion program or other signature guarantor acceptable to
the Trustee.




                                      A-12
<PAGE>   103
                                                                       EXHIBIT B

                               Form of Certificate
                                                                       ________,


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

                Re: Premium Standard Farms, Inc. (the "Company")
                   9-1/4% Senior 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 2.02 of
the Indenture dated as of June 7, 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





                                      B-1
<PAGE>   104
                                                                       EXHIBIT C

                            Form of Certificate to Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors

                                                                     __________,


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

                Re: Premium Standard Farms, Inc. (the "Company")
                   9-1/4% Senior Notes due 2011 (the "Notes")

Dear Sirs:

                  In connection with our proposed purchase of $_______________
aggregate principal amount of the Notes, we confirm that:

                  1. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of June 7, 2001 (the "Indenture") relating to the Notes and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with such restrictions and conditions and the Securities
Act of 1933, amended (the "Securities Act").

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes may not be offered
or sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter
stated, that if we should sell any Notes within the time period referred to in
Rule 144(k) of the Securities Act, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of an aggregate principal amount of less than $100,000,
an opinion of counsel acceptable to the Company that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
exemption from registration provided by Rule 144 under the Securities Act (if
available) or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing any of
the Notes from us a notice advising such purchaser that resales of the Notes are
restricted as stated herein.

                  3. We understand that, on any proposed resale of any Notes, we
will be required to furnish to you and the Company such certifications, legal
opinions and other information as


                                      C-1
<PAGE>   105
you and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the Notes
purchased by us will bear a legend to the foregoing effect.

                  4. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

                  5. We are acquiring the Notes purchased by us for our own
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                            Very truly yours,

                                            [Name of Transferee]

                                            By:
                                               ---------------------------------
                                               Authorized Signature





                                      C-2
<PAGE>   106
                                                                       EXHIBIT D

                     Form of Certificate to Be Delivered in
               Connection with Transfers Pursuant to Regulation S


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

                Re: Premium Standard Farms, Inc. (the "Company")
                   9-1/4% Senior Notes due 2011 (the "Notes")

Dear Sirs:

                  In connection with our proposed sale of U.S.$
aggregate principal amount of the Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933 and, accordingly, we represent that:

                  (1) the offer of the Notes was not made to a person in the
United States;

                  (2) at the time the buy order 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;

                  (3) no directed selling efforts have been made by us in the
United States in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S, as applicable; and

                  (4) the transaction is not part of a plan or scheme to evade
the registration requirements of the U.S. Securities Act of 1933.

                  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



                                      D-1