<PAGE>

                                                                    Exhibit 4.50
________________________________________________________________________________
________________________________________________________________________________



                NATIONAL RESTAURANT ENTERPRISES HOLDINGS, INC.



                       ________________________________
                             SERIES A AND SERIES B

                         10 3/4% SENIOR NOTES DUE 2007
                       ________________________________



                            __________________________

                                   INDENTURE

                           DATED AS OF JUNE 29, 2001
                            __________________________




                      STATE STREET BANK AND TRUST COMPANY

                                    Trustee

________________________________________________________________________________
________________________________________________________________________________

                                      C-1
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<TABLE>
<S>                                                                                                        <C>
ARTICLE 1          DEFINITIONS AND INCORPORATION BY REFERENCE..........................................     1

         Section 1.01.    DEFINITIONS..................................................................     1

         Section 1.02.    OTHER DEFINITIONS............................................................    16

         Section 1.03.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT............................    17

         Section 1.04.    RULES OF CONSTRUCTION........................................................    17

         Section 1.05.    INCORPORATION OF BURGER KING AGREEMENT.......................................    17

ARTICLE 2          THE SENIOR NOTES....................................................................    18

         Section 2.01.    FORM AND DATING..............................................................    18

         Section 2.02.    EXECUTION AND AUTHENTICATION.................................................    18

         Section 2.03.    REGISTRAR AND PAYING AGENT...................................................    19

         Section 2.04.    PAYING AGENT TO HOLD MONEY IN TRUST..........................................    19

         Section 2.05.    HOLDER LISTS.................................................................    20

         Section 2.06.    TRANSFER AND EXCHANGE........................................................    20

         Section 2.07.    REPLACEMENT SENIOR NOTES.....................................................    27

         Section 2.08.    OUTSTANDING SENIOR NOTES.....................................................    27

         Section 2.09.    TREASURY SENIOR NOTES........................................................    27

         Section 2.10.    TEMPORARY SENIOR NOTES.......................................................    28

         Section 2.11.    CANCELLATION.................................................................    28

         Section 2.12.    DEFAULTED INTEREST...........................................................    28

         Section 2.13.    RECORD DATE..................................................................    28

         Section 2.14.    CUSIP NUMBER.................................................................    29

ARTICLE 3          OPTIONAL REDEMPTION AND MANDATORY OFFERS TO PURCHASE................................    29

         Section 3.01.    NOTICES TO TRUSTEE...........................................................    29

         Section 3.02.    SELECTION OF SENIOR NOTES TO BE REDEEMED OR PURCHASED........................    29

         Section 3.03.    NOTICE OF REDEMPTION.........................................................    30

         Section 3.04.    EFFECT OF NOTICE OF REDEMPTION...............................................    31

         Section 3.05.    DEPOSIT OF REDEMPTION PRICE..................................................    31

         Section 3.06.    SENIOR NOTES REDEEMED IN PART................................................    32

         Section 3.07.    OPTIONAL REDEMPTION PROVISIONS...............................................    32

         Section 3.08.    MANDATORY PURCHASE PROVISIONS................................................    32

ARTICLE 4          COVENANTS...........................................................................    34
</TABLE>
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<TABLE>
<S>                                                                                                        <C>
         Section 4.01.    PAYMENT OF SENIOR NOTES.....................................................     34

         Section 4.02.    COMMISSION REPORTS..........................................................     34

         Section 4.03.    COMPLIANCE CERTIFICATE......................................................     35

         Section 4.04.    STAY, EXTENSION AND USURY LAWS..............................................     36

         Section 4.05.    LIMITATION ON RESTRICTED PAYMENTS...........................................     36

         Section 4.06.    CORPORATE EXISTENCE.........................................................     39

         Section 4.07.    LIMITATION ON INCURRENCE OF INDEBTEDNESS....................................     39

         Section 4.08.    LIMITATION ON TRANSACTIONS WITH AFFILIATES..................................     40

         Section 4.09.    LIMITATION ON LIENS.........................................................     41

         Section 4.10.    COMPLIANCE WITH LAWS, TAXES.................................................     41

         Section 4.11.    LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
                          RESTRICTED SUBSIDIARIES.....................................................     41

         Section 4.12.    MAINTENANCE OF OFFICE OR AGENCIES...........................................     42

         Section 4.13.    CHANGE OF CONTROL...........................................................     43

         Section 4.14.    LIMITATION ON ASSET SALES...................................................     43

         Section 4.15.    LIMITATION ON GUARANTEES OF COMPANY INDEBTEDNESS BY RESTRICTED SUBSIDIARIES.     45

         Section 4.16.    DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES...................     45

         Section 4.17.    LIMITATION ON ISSUANCE BY RESTRICTED SUBSIDIARIES OF PREFERRED EQUITY
                          INTERESTS...................................................................     46

ARTICLE 5          SUCCESSORS.........................................................................     46

         Section 5.01.    MERGER OR CONSOLATION.......................................................     46

         Section 5.02.    SUCCESSOR CORPORATION SUBSTITUTED...........................................     47

ARTICLE 6          DEFAULTS AND REMEDIES..............................................................     47

         Section 6.01.    EVENTS OF DEFAULT...........................................................     47

         Section 6.02.    ACCELERATION................................................................     49

         Section 6.03.    OTHER REMEDIES..............................................................     49

         Section 6.04.    WAIVER OF PAST DEFAULTS.....................................................     50

         Section 6.05.    CONTROL BY MAJORITY.........................................................     51

         Section 6.06.    LIMITATION ON SUITS.........................................................     51

         Section 6.07.    RIGHTS OF HOLDERS TO RECEIVE PAYMENT........................................     51

         Section 6.08.    COLLECTION SUIT BY TRUSTEE..................................................     51

         Section 6.09.    TRUSTEE MAY FILE PROOFS OF CLAIM............................................     51

         Section 6.10.    PRIORITIES..................................................................     51
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                        <C>
         Section 6.11.    UNDERTAKING FOR COSTS.......................................................     52

ARTICLE 7        TRUSTEE..............................................................................     52

         Section 7.01.    DUTIES OF TRUSTEE...........................................................     52

         Section 7.02.    RIGHTS  OF TRUSTEE..........................................................     53

         Section 7.03.    INDIVIDUAL RIGHTS OF TRUSTEE................................................     54

         Section 7.04.    TRUSTEE'S DISCLAIMER........................................................     54

         Section 7.05.    NOTICE TO HOLDERS OF DEFAULTS AND EVENTS OF DEFAULT.........................     54

         Section 7.06.    REPORTS BY TRUSTEE TO HOLDERS...............................................     54

         Section 7.07.    COMPENSATION AND INDEMNITY..................................................     55

         Section 7.08.    REPLACEMENT OF TRUSTEE......................................................     55

         Section 7.09.    SUCCESSOR TRUSTEE BY MERGER, ETC............................................     56

         Section 7.10.    ELIGIBILITY; DISQUALIFICATION...............................................     57

         Section 7.11.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.......................     57

ARTICLE 8        DISCHARGE OF INDENTURE...............................................................     57

         Section 8.01.    DISCHARGE OF LIABILITY ON SENIOR NOTES; DEFEASANCE..........................     57

         Section 8.02.    CONDITIONS TO DEFEASANCE....................................................     58

         Section 8.03.    APPLICATION OF TRUST MONEY..................................................     59

         Section 8.04.    REPAYMENT TO THE COMPANY....................................................     59

         Section 8.05.    INDEMNITY FOR GOVERNMENT OBLIGATIONS........................................     59

         Section 8.06.    REINSTATEMENT...............................................................     60

ARTICLE 9        AMENDMENTS...........................................................................     60

         Section 9.01.    AMENDMENTS AND SUPPLEMENTS PERMITTED WITHOUT CONSENT OF HOLDERS.............     60

         Section 9.02.    AMENDMENTS AND SUPPLEMENTS REQUIRING CONSENT OF HOLDERS.....................     60

         Section 9.03.    COMPLIANCE WITH TIA.........................................................     61

         Section 9.04.    REVOCATION AND EFFECT OF CONSENTS...........................................     61

         Section 9.05.    NOTATION ON OR EXCHANGE OF SENIOR NOTES.....................................     62

         Section 9.06.    TRUSTEE PROTECTED...........................................................     62

         Section 9.07.    PAYMENT FOR CONSENTS........................................................     63

ARTICLE 10       MISCELLANEOUS........................................................................     63
</TABLE>
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<TABLE>
<S>                                                                                                        <C>
         Section 10.01.   TRUST INDENTURE ACT CONTROLS................................................     63

         Section 10.02.   NOTICES.....................................................................     63

         Section 10.03.   COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.................................     64

         Section 10.04.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT..........................     64

         Section 10.05.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION...............................     64

         Section 10.06.   RULES BY TRUSTEE AND AGENTS.................................................     65

         Section 10.07.   LEGAL HOLIDAYS..............................................................     65

         Section 10.08.   NO RECOURSE AGAINST OTHERS..................................................     65

         Section 10.09.   COUNTERPARTS................................................................     65

         Section 10.10.   VARIABLE PROVISIONS.........................................................     65

         Section 10.11.   GOVERNING LAW...............................................................     66

         Section 10.12.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS...............................     66

         Section 10.13.   SUCCESSORS..................................................................     66

         Section 10.14.   SEVERABILITY................................................................     66

         Section 10.15.   TABLE OF CONTENTS, HEADINGS, ETC............................................     66
</TABLE>
<PAGE>

     This Indenture, dated as of June 29, 2001, is between National Restaurant
Enterprises Holdings, Inc., a Delaware corporation (the "Company"), and State
Street Bank and Trust Company, as trustee (the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the holders of the Company's 10 3/4% Series A
Senior Notes due 2007 (the "Series A Senior Notes") and the Company's 10 3/4%
Series B Senior Notes due 2007 (the "Series B Senior Notes", and together with
the Series A Senior Notes, the "Senior Notes"):

                                   ARTICLE 1
                         DEFINITIONS AND INCORPORATION
                                 BY REFERENCE

SECTION 1.01.  DEFINITIONS.

     "Affiliate" means any of the following: (i) any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, (ii) any spouse, immediate family member or other
relative who has the same principal residence as any Person described in clause
(i) above, (iii) any trust in which any such Persons described in clause (i) or
(ii) above has a beneficial interest, and (iv) any corporation or other
organization of which any such Persons described above collectively own 50% or
more of the equity of such entity.

     "Agent" means any Registrar, Paying Agent or co-registrar or any successor
thereto.

     "Asset Sale" means the sale, lease, conveyance or other disposition by the
Company or a Restricted Subsidiary of assets or property whether owned on the
date of original issuance of the Senior Notes or thereafter acquired, in a
single transaction or in a series of related transactions; provided that Asset
Sales will not include such sales, leases, conveyances or dispositions in
connection with (i) the sale or disposition of any Restricted Investment, (ii)
any Equity Offering by (a) the Company or (b) any Restricted Subsidiary if the
proceeds therefrom are used to make mandatory prepayments of Indebtedness under
the Credit Agreement or Indebtedness of the Restricted Subsidiaries or redeem
Senior Notes as described in Section 3.07 hereof, (iii) the surrender or waiver
of contract rights or the settlement, release or surrender of contract, tort or
other claims of any kind, (iv) the sale of inventory in the ordinary course of
business, (v) a sale- leaseback of assets within one year following the
acquisition of such assets, (vi) the grant of any license of patents,
trademarks, registration therefor and other similar intellectual property, (vii)
a transfer of assets by the Company or Restricted Subsidiary to the Company or a
Restricted Subsidiary, (viii) the designation of a Restricted Subsidiary as a
Non-Restricted Subsidiary pursuant to Section 4.16 hereof, (ix) the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company as permitted under Section 5.01 hereof, (x) the sale or disposition of
obsolete equipment or other obsolete assets, (xi) Restricted Payments permitted
by Section 4.05 hereof, (xii) any foreclosure and sale pursuant to the Credit
Agreement, or (xiii) the exchange of assets for other non-cash assets that (a)
are useful in the business of the Company and its Restricted Subsidiaries and
(b) have a fair market value at least equal to the fair market value of the
assets being exchanged (as determined by the Board of Directors in good faith).
<PAGE>

     "BBI Note" means the promissory note in the aggregate principal amount of
$600,000 issued by the Company to BancBoston Investments, Inc. and all related
Obligations as in effect on the date of the original issuance of the Senior
Notes.

     "BKC" means Burger King Corporation and its successors and assigns.

     "BKC Agreements" means the franchise, trademark, royalty, lease, sublease
and other agreements, obligations and liabilities of the Company and its
Subsidiaries with or to BKC.

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

     "Board of Directors" means the Company's board of directors or any
authorized committee of such board of directors.

     "Business Day" means any day other than a Legal Holiday.

     "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of corporate stock, including any
preferred stock.

     "Cash Flow" means, for any given period and Person, the sum of, without
duplication, Consolidated Net Income, plus (a) the portion of Net Income
attributable to the minority interests in its Restricted Subsidiaries, to the
extent not included in calculating Consolidated Net Income, plus (b) any
provision for taxes based on income or profits to the extent such income or
profits were included in computing Consolidated Net Income, plus (c)
Consolidated Interest Expense, to the extent deducted in computing Consolidated
Net Income, plus (d) the amortization of all intangible assets, to the extent
such amortization was deducted in computing Consolidated Net Income (including,
but not limited to, inventory write-ups, goodwill, debt and financing costs, and
Incentive Arrangements), plus (e) any non-capitalized transaction costs incurred
in connection with financings, acquisitions or divestitures (including, but not
limited to, financing and refinancing fees, to the extent deducted in computing
Consolidated Net Income, including those in connection with the Offerings, to
the extent deducted in computing Consolidated Net Income), plus (f) all
depreciation and all other non-cash charges (including, without limitation,
those charges relating to the purchase accounting adjustments and LIFO
adjustments), to the extent deducted in computing Consolidated Net Income, plus
(g) any interest income, to the extent such income was not included in computing
Consolidated Net Income, plus (h) all dividend payments on preferred stock
(whether or not paid in cash) to the extent deducted in computing Consolidated
Net Income, plus (i) any extraordinary or non-recurring charge or expense
arising out of the implementation of SFAS 106 or SFAS 109 to the extent deducted
in computing Consolidated Net Income, plus (j) to the extent not covered in
clause (e) above, fees paid or payable in respect of the TJC Agreement to the
extent deducted in computing Consolidated Net Income, plus (k) the net loss of
any Person, other than those of a Restricted Subsidiary, to the extent deducted
in computing Consolidated Net Income, plus (l) net losses in respect of any
discontinued operations, as determined in accordance with GAAP, to the extent
deducted in computing Consolidated Net Income; provided, however, that if any
such calculation includes any period during which an acquisition or sale of a
Person or the incurrence or


                                       2
<PAGE>

repayment of Indebtedness occurred, then such calculation for such period shall
be made on a Pro Forma Basis.

     "Cash Flow Coverage Ratio" means, for any given period and Person, the
ratio of: (i) Cash Flow, divided by (ii) the sum of Consolidated Interest
Expense and all dividend payments on any series of preferred stock of such
Person (except dividends paid or payable in additional shares of Capital Stock
(other than Disqualified Stock) and except for accrued and unpaid dividends with
respect to preferred stock outstanding on the date of original issuance of the
Senior Notes), in each case, without duplication, provided, however that, if any
such calculation includes any period during which an acquisition or sale of a
Person or the incurrence or repayment of Indebtedness occurred, then such
calculation for such period shall be made on a Pro Forma Basis.

     "Change of Control" means the occurrence of each of the following: (i) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act), excluding the Existing Stockholders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have "beneficial ownership" of all
securities that such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total Voting Stock of the Company; and (ii)
the Company consolidates with, or merges with or into, another Person or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into, the Company, in any such event pursuant to a transaction
in which the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any such
transaction where (A) the outstanding Voting Stock of the Company is converted
into or exchanged for (1) Voting Stock (other than Disqualified Stock) of the
surviving or transferee corporation or (2) cash, securities and other property
in an amount which could be paid by the Company as a Restricted Payment under
this Indenture and (B) immediately after such transaction no "person" or "group"
(as such terms are used in Section 13(d) and 14(d) of the Exchange Act),
excluding the Existing Stockholders, is the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have "beneficial ownership" of all securities that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 50% of the total
Voting Stock of the surviving or transferee corporation; and (iii) during any
consecutive two-year period, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a majority
of the directors then still in office who are entitled to vote to elect such new
director and were either directors at the beginning of such period or Persons
whose election as directors or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office; provided, however, that a Change of
Control shall not occur as a result of any changes in ownership of the Capital
Stock of Parent if such change results from a bankruptcy or insolvency
proceeding under any Bankruptcy Law.

     "Commission" means the Securities and Exchange Commission.


                                       3
<PAGE>

     "Company" means National Restaurant Enterprises Holdings, Inc. until a
successor replaces it in accordance with Article 5 hereof and thereafter means
the successor, and shall include any and all other obligors on the Senior Notes.

     "Consolidated Interest Expense" means, for any given period and Person, the
aggregate of the interest expense in respect of all Indebtedness of such Person
and its Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP (including amortization of original issue
discount on any such Indebtedness, all non-cash interest payments, the interest
portion of any deferred payment obligation and the interest component of capital
lease obligations, but excluding amortization of deferred financing fees if such
amortization would otherwise be included in interest expense); provided,
however, that for the purpose of the Cash Flow Coverage Ratio, Consolidated
Interest Expense shall be calculated on a Pro Forma Basis; provided further that
any premiums, fees and expenses (including the amortization thereof) payable in
connection with the Offerings and the application of the net proceeds therefrom
or any other refinancing of Indebtedness will be excluded.

     "Consolidated Net Income" means, for any given period and Person, the
aggregate of the Net Income of such Person and its Restricted Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP;
provided, however, that: (i) the Net Income of any Person acquired in a pooling
of interests transaction for any period prior to the date of such acquisition
shall be excluded and (ii) Consolidated Net Income of any Person will not
include, without duplication, any deduction for: (A) any increased amortization
or depreciation resulting from the write-up of assets pursuant to Accounting
Principles Board Opinion Nos. 16 and 17, as amended or supplemented from time to
time, (B) the amortization of all intangible assets (including amortization
attributable to inventory write-ups, goodwill, debt and financing costs, and
Incentive Arrangements), (C) any non-capitalized transaction costs incurred in
connection with accrual or proposed financings, acquisitions or divestitures
(including, but not limited to, financing and refinancing fees), (D) any
extraordinary or nonrecurring charges relating to any premium or penalty paid,
write-off or deferred financing costs or other financial recapitalization
charges in connection with redeeming or retiring any Indebtedness prior to its
stated maturity, and (E) any Restructuring Charges; provided, however, that for
purposes of determining the Cash Flow Coverage Ratio, Consolidated Net Income
shall be calculated on a Pro Forma Basis.

     "Consolidated Net Worth" with respect to any Person means, as of any date,
the consolidated equity of the common stockholders of such Person (excluding the
cumulated foreign currency translation adjustment), all determined on a
consolidated basis in accordance with GAAP, but without any reduction in respect
of the payment of dividends on any series of such Person's preferred stock if
such dividends are paid in additional shares of Capital Stock (other than
Disqualified Stock); provided, however, that Consolidated Net Worth shall also
include, without duplication: (a) the amortization of all write-ups of
inventory, (b) the amortization of all intangible assets (including amortization
of goodwill, debt and financing costs, and Incentive Arrangements), (c) any non-
capitalized transaction costs incurred in connection with actual and proposed
financings, acquisitions or divestitures (including, but not limited to,
financing and refinancing fees), (d) any increased amortization or depreciation
resulting from the write-up of assets pursuant to Accounting Principles Board
Opinion Nos. 16 and 17, as amended and supplemented from time to time, (e) any
extraordinary or nonrecurring charges or expenses relating to any premium or
penalty paid, write-off or deferred financing


                                       4
<PAGE>

costs or other financial recapitalization charges incurred in connection with
redeeming or retiring any Indebtedness prior to its stated maturity, (f) any
Restructuring Charges, and (g) any extraordinary or non-recurring charge arising
out of the implementation of SFAS 106 or SFAS 109; provided, however, that
Consolidated Net Worth shall be calculated on a Pro Forma Basis.

     "Consolidated Senior Indebtedness" means the Obligations on any
Indebtedness of the Company determined on a consolidated basis that effectively
ranks senior in right of payment to the Senior Notes, including, without
limitation, (i) Indebtedness of the Company that by its terms is expressly
senior in right of payment to the Senior Notes, other than Indebtedness of the
Company owed to one or more of its Subsidiaries, (ii) Indebtedness of the
Company that is secured by a Lien, (iii) Indebtedness of the Company's
Subsidiaries, including, without limitation, Indebtedness incurred under the
Credit Agreement, other than Indebtedness of such Subsidiaries owed to the
Company or to another of the Company's Subsidiaries.

     "Consolidated Senior Leverage Ratio" means, for any fiscal quarter, the
ratio of the Company's (i) total Consolidated Senior Indebtedness less
consolidated cash and cash equivalents determined as of the last day of such
fiscal quarter to (ii) annualized consolidated earnings before deducting
interest, taxes, depreciation and amortization; provided, however, that if
during such fiscal quarter the Company or any of its Subsidiaries (a) acquired
one or more Persons the business or assets of one or more Persons, (b) sold or
disposed or one or more Persons or the business or assets or one or more Persons
or (c) opened one or more new or rebuilt restaurants, then the foregoing
calculation shall be made on a pro forma basis, giving effect to such
acquisition, sale, disposition or opening of restaurants, and related
incurrence, repayment or financing of Indebtedness or other related
transactions, including any restructuring charges which would other wise be
accounted for as an adjustment permitted by Regulation S-X under the Securities
Act or on a pro forma basis under GAAP, in each case as if such acquisition,
sale, disposition or opening of restaurants and related transactions, costs,
costs savings, charges, restructurings, incurrence, repayment or refinancing had
occurred on the first day of such fiscal quarter.

     "Corporate Trust Office" of the Trustee shall be at the address of the
Trustee specified in Section 10.02 of this Indenture or such other address as to
which the Trustee gives notice to the Company.

     "Credit Agreement" means the Consolidated Amended and Restated Revolving
Credit Agreement, dated June 29, 2001, among the Parent, the Company and certain
of its Subsidiaries and the lenders party thereto in their capacities as lenders
thereunder and Fleet National Bank, as agent, together with all loan documents
and instruments thereunder (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including,
without limitation, increasing the amount of available borrowings thereunder,
and all Obligations with respect thereto, in each case, to the extent permitted
by Section 4.07 hereof, or adding Subsidiaries of the Parent as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.


                                       5
<PAGE>

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

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

     "Definitive Senior Notes" means Senior Notes that are in the form of
Exhibit A attached hereto (but without including the text referred to in
footnotes 1 and 2 thereto).

     "Depositary" means, with respect to the Senior Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Senior Notes, until a successor shall have
been appointed and become such pursuant to the applicable provision of this
Indenture and, thereafter, "Depositary" shall mean or include such successor.

     "Disqualified Stock" means any Capital Stock that by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part on, or prior to, the
maturity date of the Senior Notes.

     "Equity Interests" means Capital Stock or partnership interests or
warrants, options or other rights to acquire Capital Stock or partnership
interests (but excluding (i) any debt security that is convertible into, or
exchangeable for, Capital Stock or partnership interests, and (ii) any other
Indebtedness or Obligation) provided, however, that Equity Interests will not
include any Incentive Arrangements or obligations or payments thereunder.

     "Equity Offering" means a public or private offering by the Company and/or
its Subsidiaries for cash of Capital Stock or other Equity Interests and all
warrants, options or other rights to acquire Capital Stock, other than (i) an
offering of Disqualified Stock or (ii) Incentive Arrangements or obligations or
payments thereunder.

     "Exchange Offer" means the offer by the Company to Holders to exchange
Series B Senior Notes for Series A Senior Notes.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Existing Stockholders" means (a) The Jordan Company and its affiliates,
principals, partners and employees, family members of any of the foregoing and
trusts for the benefit of any of the foregoing, including, without limitation,
JZ Equity Partners PLC, Leucadia National Corporation and Jordan Industries,
Inc., and their respective Subsidiaries, (b) the officers and directors of the
Parent on the date of original issuance of the Senior Notes and their respective
Affiliates and family members and trusts for the benefit of any of the foregoing
and (c) the Parent.

     "GAAP" means generally accepted accounting principles, consistently
applied, as of the date of original issuance of the Senior Notes. All financial
and accounting determinations and calculations under this Indenture will be made
in accordance with GAAP.


                                       6
<PAGE>

     "Global Senior Note" means a Senior Note that contains the paragraph
referred to in footnote 1 and the additional schedule referred to in footnote 2
to the form of the Senior Note attached hereto as Exhibit A.

     "Hedging Obligations" means, with respect to any Person, the Obligations of
such Persons under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements, (ii) foreign exchange contracts,
currency swap agreements or similar agreements, and (iii) other agreements or
arrangements designed to protect such Person against fluctuations, or otherwise
to establish financial hedges in respect of, exchange rates, currency rates or
interest rates.

     "Holder" means a Person in whose name a Senior Note is registered.

     "Incentive Arrangements" means any earn-out agreements, stock appreciation
rights, "phantom" stock plans, employment agreements, non-competition
agreements, subscription and stockholders agreements and other incentive and
bonus plans and similar arrangements made in connection with acquisitions of
Persons or businesses by the Company or the Restricted Subsidiaries or the
retention of executives, officers or employees by the Company or the Restricted
Subsidiaries.

     "Indebtedness" means, with respect to any Person, any indebtedness, whether
or not contingent, in respect of borrowed money or evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or representing the deferred and unpaid balance
of the purchase price of any property (including pursuant to capital leases),
except any such balance that constitutes an accrued expense or a trade payable,
and any Hedging Obligations, if and to the extent such indebtedness (other than
a Hedging Obligation) would appear as a liability upon a balance sheet of such
Person prepared on a consolidated basis in accordance with GAAP, and also
includes, to the extent not otherwise included, the guarantee of items that
would be included within this definition; provided, however, that "Indebtedness"
will not include (i) any Incentive Arrangements or obligations or payments
thereunder, or (ii) any BKC Agreement, except for any indebtedness in respect of
borrowed money or evidenced by bonds, notes, debentures or similar instruments
or representing the deferred and unpaid balance of the purchase price of any
property (including pursuant to capital leases).

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

     "Insolvency or Liquidation Proceeding" means (i) any insolvency or
bankruptcy or similar case or proceeding, or any reorganization, receivership,
liquidation, dissolution or winding up of the Company, whether voluntary or
involuntary, or (ii) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company.

     "Intercreditor Agreement" means the Agreement, dated the date of this
Indenture, among the Trustee, the Company and its Subsidiaries, and Burger King
Corporation in the form of Exhibit B.

     "Investment" means any capital contribution to, or other debt or equity
investment in, any Person.


                                       7
<PAGE>

     "issue" means create, issue, assume, guarantee, incur or otherwise become
directly or indirectly liable for any Indebtedness or Capital Stock, as
applicable; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be issued
by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary.
For this definition, the terms "issuing," "issuer," "issuance" and "issued" have
meanings correlative to the foregoing.

     "Jaro Leases" means the leases between the Company's Subsidiaries and
Lawrence E. Jaro relating to two Burger King restaurants as in effect at the
date of original issuance of the Senior Notes.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, Boston, Massachusetts, or at a place of
payment are authorized by law, regulation or executive order to remain closed.
If a payment date is a Legal Holiday at a place of payment, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell and any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction).

     "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

     "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP, excluding, however, any gain or
loss, together with any related provision for taxes, realized in connection with
any Asset Sale (including, without limitation, dispositions pursuant to sale and
leaseback transactions).

     "Net Proceeds" means, with respect to any Asset Sale, the aggregate amount
of cash proceeds (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, and including
any amounts received as disbursements or withdrawals from any escrow or similar
account established in connection with any such Asset Sale, but, in either such
case, only as and when so received) received by the Company or any of its
Restricted Subsidiaries in respect of such Asset Sale, net of: (i) the cash
expenses of such Asset Sale (including, without limitation, the payment of
principal of, and premium, if any, and interest on, Indebtedness required to be
paid as a result of such Asset Sale (other than the Senior Notes) and legal,
accounting, management and advisory and investment banking fees and sales
commissions), (ii) taxes paid or payable as a result thereof, (iii) any portion
of cash proceeds that the Company determines in good faith should be reserved
for post-closing adjustments, it being understood and agreed that on the day
that all such post-closing adjustments have been determined, the amount (if any)
by which the reserved amount in respect of such Asset Sale


                                       8
<PAGE>

exceeds the actual post-closing adjustments payable by the Company or any of its
Restricted Subsidiaries shall constitute Net Proceeds on such date, (iv) any
relocation expenses and pension, severance and shutdown costs incurred as a
result thereof, and (v) any deduction or appropriate amounts to be provided by
the Company or any of its Restricted Subsidiaries as a reserve in accordance
with GAAP against any liabilities associated with the asset disposed of in such
transaction and retained by the Company or such Restricted Subsidiary after such
sale or other disposition thereof, including, without limitation, pension and
other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with
such transaction.

     "Non-Restricted Subsidiary" means any Subsidiary of the Company other than
a Restricted Subsidiary.

     "Obligations" means, with respect to any Indebtedness, all principal,
interest, premiums, penalties, fees, indemnities, expenses (including legal fees
and expenses), reimbursement obligations and other liabilities payable to the
holder of such Indebtedness under the documentation governing such Indebtedness,
and any other claims of such holder arising in respect of such Indebtedness.

     "Offering Circular" means the Exchange Offer/Consent Solicitation Statement
dated May 31, 2001, as amended, supplemented or modified from time to time.

     "Offerings" means the offer and sale of the Senior Notes and the Units
consisting of $50,000,000 initial aggregate principal amount of Senior PIK Notes
and warrants to purchase 19.99% of the Company's Class A Common Stock and Class
B Common stock, each on a fully diluted basis, as contemplated by the Offering
Circular.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Vice President of such Person.

     "Officers' Certificate" means a certificate signed by two Officers.

     "Opinion of Counsel" means an opinion from legal counsel that is reasonably
acceptable to the Trustee in form and substance and that meets the requirements
of Section 10.05 hereof. Such counsel may be an employee of or counsel to the
Company, any Subsidiary of the Company or the Trustee.

     "Other Permitted Indebtedness" means: (i) Indebtedness of the Company and
its Restricted Subsidiaries existing as of the date of original issuance of the
Senior Notes and all related Obligations as in effect on such date; (ii)
Indebtedness of the Company and its Restricted Subsidiaries in respect of
bankers acceptances and letters of credit (including, without limitation,
letters of credit in respect of workers' compensation claims) issued in the
ordinary course of business, or other Indebtedness in respect of reimbursement-
type obligations regarding workers' compensation clams; (iii) Refinancing
Indebtedness, provided that: (A) the principal amount of such Refinancing
Indebtedness shall not exceed the outstanding principal amount of Indebtedness
(including unused commitments) extended, refinanced, renewed, replaced,


                                       9
<PAGE>

substituted or refunded plus any amounts incurred to pay premiums, fees and
expenses in connection therewith, (B) the Refinancing Indebtedness shall have a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of the Indebtedness being extended, refinanced, renewed,
replaced, substituted or refunded; provided, however, that this limitation in
this clause (B) does not apply to Refinancing Indebtedness of Senior
Indebtedness, and (C) in the case of Refinancing Indebtedness of Subordinated
Indebtedness, such Refinancing Indebtedness shall be subordinated to the Senior
Notes at least to the same extent as the Subordinated Indebtedness being
extended, refinanced, renewed, replaced, substituted or refunded; (iv)
intercompany Indebtedness of and among the Company and its Restricted
Subsidiaries (excluding guarantees by Restricted Subsidiaries of Indebtedness of
the Company not issued in compliance with Section 4.15 hereof); (v) Indebtedness
of the Company and its Restricted Subsidiaries incurred in connection with
making permitted Restricted Payments under clauses (iii), (iv), (v) (but only to
the extent that such Indebtedness is provided by the Company or a Restricted
Subsidiary) or (xi) of Section 4.05(b) hereof; (vi) Indebtedness of any Non-
Restricted Subsidiary created after the date of original issuance of the Senior
Notes, provided that such Indebtedness is nonrecourse to the Company and its
Restricted Subsidiaries and the Company and its Restricted Subsidiaries have no
Obligations with respect to such Indebtedness; (vii) Indebtedness of the Company
and its Restricted Subsidiaries under Hedging Obligations; (viii) Indebtedness
of the Company and its Restricted Subsidiaries arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts, which will not be, and
will not be deemed to be, inadvertent) drawn against insufficient funds in the
ordinary course of business; (ix) Indebtedness of any Person at the time it is
acquired as a Restricted Subsidiary, provided that such Indebtedness was not
issued by such Person in connection with or in anticipation of such acquisition;
(x) guarantees by Restricted Subsidiaries of Indebtedness of any Restricted
Subsidiary if such Indebtedness so guaranteed is permitted under this Indenture;
(xi) guarantees by a Restricted Subsidiary of Indebtedness of the Company if the
Indebtedness so guaranteed is permitted under this Indenture and the Senior
Notes are guaranteed by such Restricted Subsidiary to the extent required by
Section 4.15 hereof; (xii) guarantees by the Company of Indebtedness of any
Restricted Subsidiary if the Indebtedness so guaranteed is permitted under this
Indenture; (xiii) Indebtedness of the Company and its Restricted Subsidiaries in
connection with performance, surety, statutory, appeal or similar bonds in the
ordinary course of business; and (xiv) Indebtedness of the Company and its
Restricted Subsidiaries in connection with agreements providing for
indemnification, purchase price adjustments and similar obligations in
connection with the sale or disposition of any of their business, properties or
assets.

     "Parent" means AmeriKing, Inc., a Delaware Corporation.

     "Permitted Liens" means:

     (a) with respect to the Company and its Restricted Subsidiaries, (i) Liens
for taxes, assessments, governmental charges or claims which are being contested
in good faith by appropriate proceedings promptly instituted and diligently
conducted and if a reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made therefor; (ii) statutory
Liens of landlords and carriers', warehousemen's, mechanics', suppliers',
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business and with respect to amounts not yet delinquent or being contested in
good faith by


                                      10
<PAGE>

appropriate proceedings, if a reserve or other appropriate provision, if any, as
shall be required in conformity with GAAP shall have been made therefor; (iii)
Liens incurred on deposits made in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other types of social
security; (iv) Liens incurred on deposits made to secure the performance of
tenders, bids, leases, statutory obligations, surety and appeal bonds,
government contracts, performance and return of money bonds and other
obligations of a like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money); (v) easements,
rights-of-way, zoning or other restrictions, minor defects or irregularities in
title and other similar charges or encumbrances not interfering in any material
respect with the business of the Company or any of its Restricted Subsidiaries
incurred in the ordinary course of business; (vi) Liens (including extensions,
renewals and replacements thereof) upon property acquired (the "Acquired
Property") after the date of original issuance of the Senior Notes, provided
that: (A) any such Lien is created solely for the purpose of securing
Indebtedness representing, or issued to finance, refinance or refund, the cost
(including the cost of construction) of the Acquired Property, (B) the principal
amount of the Indebtedness secured by such Lien does not exceed 100% of the cost
of the Acquired Property, (C) such Lien does not extend to or cover any property
other than the Acquired Property and any improvements on such Acquired Property,
and (D) the issuance of the Indebtedness to purchase the Acquired Property is
permitted by Section 4.07 hereof; (vii) 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; (viii) judgment and attachment Liens
not giving rise to an Event of Default; (ix) leases or subleases granted to
others not interfering in any material respect with the business of the Company
or any of its Restricted Subsidiaries; (x) Liens securing Indebtedness under
Hedging Obligations; (xi) Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual or warranty requirements; (xii)
Liens arising out of consignment or similar arrangements for the sale of goods
entered into by the Company or its Restricted Subsidiaries in the ordinary
course of business; (xiii) any interest or title of a lessor in property subject
to any capital lease obligation or operating lease; (xiv) Liens arising from
filing Uniform Commercial Code financing statements regarding leases; (xv) Liens
existing on the date of original issuance of the Senior Notes and any
extensions, refinancings, renewals, replacements, substitutions or refundings
thereof; (xvi) any Lien granted to the Trustee and any substantially equivalent
Lien granted to any trustee or similar institution under any indenture for
Senior Indebtedness permitted by the terms of this Indenture; (xvii) Liens in
respect of (A) the BKC Intercreditor Agreement or (B) other BKC Agreements that
do not constitute Indebtedness; and (xviii) additional Liens at any one time
outstanding in respect of properties or assets where aggregate fair market value
does not exceed $5,000,000 (the fair market value to be determined on the date
such Lien is granted on such properties or assets);

     (b) with respect to the Restricted Subsidiaries, (i) Liens securing
Restricted Subsidiaries' 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; (ii) Liens securing Indebtedness
issued by Restricted Subsidiaries if such Indebtedness is (A) under the Credit
Agreement, or (B) permitted by Section 4.07(a) hereof, clauses (i) or (ii) of
Section 4.07(b) hereof, or clauses (i), (iii) (to the extent the Indebtedness
subject to such Refinancing Indebtedness was subject to Liens), (vi), (vii),
(ix) or (x) of the definition of Other Permitted Indebtedness; (iii) Liens
securing intercompany Indebtedness issued by any Restricted Subsidiary to the
Company or another Restricted Subsidiary; and (iv) Liens securing guarantees

                                       11
<PAGE>

by Restricted Subsidiaries of Indebtedness issued by the Company if such
guarantees permitted by clause (xi) (but only in respect of the property, rights
and assets of the Restricted Subsidiaries issuing such guarantees) of the
definition of Other Permitted Indebtedness;

     (c) with respect to the Company, (i) Liens securing Indebtedness issued by
the Company if such Indebtedness is (A) under the Credit Agreement, or (B) if
such Indebtedness is permitted by Section 4.07 hereof (including, but not
limited to, Indebtedness issued by the Company under the Credit Agreement
pursuant to clause (i) and/or clause (iii) of Section 4.07(b) hereof); (ii)
Liens securing Indebtedness of the Company if such Indebtedness is permitted by
clauses (i), (iii) (to the extent the Indebtedness subject to such Refinancing
Indebtedness was subject to Liens) or (vii) of the definition of Other Permitted
Indebtedness; (iii) Liens securing guarantees by the Company of Indebtedness
issued by Restricted Subsidiaries if such Indebtedness is permitted by Section
4.07 hereof (including, but not limited to, Indebtedness issued by Restricted
Subsidiaries under the Credit Agreement pursuant to clause (i) and/or clause
(iii) of Section 4.07(b) hereof) and if such guarantees are permitted by clause
(xii) (but only in respect of Indebtedness issued by the Restricted Subsidiaries
under the Credit Agreement pursuant to Section 4.07 hereof) of the definition of
Other Permitted Indebtedness; and (iv) Liens securing the Company's
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; provided, however, that, notwithstanding any of the
foregoing, the Permitted Liens referred to in clause (c) of this definition
shall not include any Lien on Capital Stock of Restricted Subsidiaries held
directly by the Company (as distinguished from Liens on Capital Stock of
Restricted Subsidiaries held by other Restricted Subsidiaries) other than Liens
securing (A) Indebtedness of the Company issued under the Credit Agreement
pursuant to Section 4.07 hereof and any permitted Refinancing Indebtedness of
such Indebtedness, (B) Liens in respect of (1) the BKC Intercreditor Agreement
and (2) other BKC Agreements that do not constitute Indebtedness and (C)
guarantees by the Company of Indebtedness issued by Restricted Subsidiaries
under the Credit Agreement pursuant to Section 4.07 hereof and any permitted
Refinancing Indebtedness of such Indebtedness.

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

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

     "Pro Forma Basis" means, for purposes of determining Consolidated Net
Income in connection with the Cash Flow Coverage Ratio (including in connection
with Section 4.05, Section 4.16 and Section 5.01 hereof, the incurrence of
Indebtedness pursuant to Section 4.07(a) hereof and Consolidated Net Worth for
purposes of Section 5.01 hereof), giving pro forma effect to (x) any acquisition
or sale of a Person, business or asset, related incurrence, repayment or
refinancing of Indebtedness or other related transactions, including any
Restructuring Charges

                                       12
<PAGE>

which would otherwise be accounted for as an adjustment permitted by Regulation
S-X under the Securities Act or on a pro forma basis under GAAP, or (y) any
incurrence, repayment or refinancing of any Indebtedness and the application of
the proceeds therefrom, in each case, as if such acquisition or sale and related
transactions, restructurings, consolidations, cost savings, reductions,
incurrence, repayment or refinancing were realized on the first day of the
relevant period permitted by Regulation S-X under the Securities Act or on a pro
forma basis under GAAP. Furthermore, in calculating the Cash Flow Coverage
Ratio, (1) interest on outstanding Indebtedness determined on a fluctuating
basis as of the determination date and which will continue to be so determined
thereafter shall be deemed to have accrued at a fixed rate per annum equal to
the rate of interest on such Indebtedness in effect on the determination date;
(2) if interest on any Indebtedness actually incurred on the determination date
may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the determination date will be deemed to have been in
effect during the relevant period; and (3) notwithstanding clause (1) above,
interest on Indebtedness determined on a fluctuating basis, to the extent such
interest is covered by agreements relating to interest rate swaps or similar
interest rate protection Hedging Obligations, shall be deemed to accrue at the
rate per annum resulting after giving effect to the operation of such
agreements.

     "Redeemable Preferred Stock" means preferred stock that by its terms or
otherwise is required to be redeemed or is redeemable at the option of the
holder thereof on, or prior to, the maturity date of the Senior Notes.

     "Refinancing Indebtedness" means (i) Indebtedness of the Company and its
Restricted Subsidiaries issued or given in exchange for, or the proceeds of
which are used to, extend, refinance, renew, replace, substitute or refund any
Indebtedness permitted under this Indenture or any Indebtedness issued to so
extend, refinance, renew, replace, substitute or refund such Indebtedness, (ii)
any refinancings of Indebtedness issued under the Credit Agreement, and (iii)
any additional Indebtedness issued to pay premiums and fees in connection with
clauses (i) and (ii).

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of June 29, 2001, with respect to the Senior Notes.

     "Restricted Investment" means any Investment in any person; provided that
Restricted Investments will not include: (i) Investments in marketable
securities and other negotiable instruments permitted by this Indenture; (ii)
any Incentive Arrangement; (iii) Investments in the Company; or (iv) Investments
in any Restricted Subsidiary (provided that any Investment in a Restricted
Subsidiary was made for fair market value (as determined by the Board of
Directors in good faith)). The amount of any Restricted Investment shall be the
amount of cash and the fair market value at the time of transfer of all other
property (as determined by the Board of Directors in good faith) initially
invested or paid for such Restricted Investment, plus all additions thereto,
without any adjustments for increases or decreases in value of or write-ups,
write-downs or write-offs with respect to, such Restricted Investment.

     "Restricted Subsidiary" means: (i) any Subsidiary of the Company existing
on the date of original issuance of the Senior Notes, and (ii) any other
Subsidiary of the Company formed,

                                       13
<PAGE>

acquired or existing after the date of original issuance of the Senior Notes
that is designated as a "Restricted Subsidiary" by the Company pursuant to a
resolution approved by a majority of the Board of Directors, provided, however,
that the term Restricted Subsidiary shall not include any Subsidiary of the
Company that has been redesignated by the Company pursuant to a resolution
approved by a majority of the Board of Directors as a Non-Restricted Subsidiary
in accordance with Section 4.16 hereof unless such Subsidiary shall have
subsequently been redesignated a Restricted Subsidiary in accordance with clause
(ii) of this definition.

     "Restructuring Charges" means any charges or expenses in respect of
restructuring or consolidating any business, operations or facilities, any
compensation or headcount reduction, or any other cost savings, of any Persons
or businesses either alone or together with the Company or any Restricted
Subsidiary, as permitted by GAAP or Regulation S-X under the Securities Act.

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

     "Senior Indebtedness" means: (i) all Obligations (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law) on any Indebtedness of the
Company, whether outstanding on the date of original issuance of the Senior
Notes or thereafter created, incurred or assumed, of the following types: (A)
all Indebtedness of the Company (including without limitation the Credit
Agreement, the Senior Note and the Senior PIK Notes) for money borrowed, and (B)
all Indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which the Company is responsible or liable; (ii)
all capitalized lease obligations of the Company; (iii) all Obligations of the
Company: (A) for the reimbursement of any obligor on any letter of credit,
banker's acceptance or similar credit transaction, (B) all constituting Hedging
Obligations, or (C) issued as the deferred purchase price of property and all
conditional sale Obligations of the Company and all Obligations of the Company
under any title retention agreement; (iv) all guarantees of the Company with
respect to Obligations of other Persons of the type referred to in clauses (ii)
and (iii) and with respect to the payment of dividends of other Persons; and (v)
all Obligations of the Company consisting of modifications, renewals,
extensions, replacements and refundings of any Obligations described in clauses
(i), (ii), (iii) or (iv) unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is expressly provided that
such Obligations are subordinated or junior in right of payment to the Senior
Notes; provided, however, that Senior Indebtedness shall not be deemed to
include: (1) any Obligation of the Company to any Subsidiary, (2) any liability
for federal, state, local or other taxes owed or owing by the Company, (3) any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including guarantees thereof or instruments evidencing such
liabilities), (4) any Indebtedness, guarantee or Obligation of the Company that
is contractually subordinated or junior in any respect to any other
Indebtedness, guarantee or Obligation of the Company, or (5) any Indebtedness to
the extent the same is incurred in violation of this Indenture. Senior
Indebtedness shall include all Obligations in respect of the Senior Notes and
this Indenture.

     To the extent any payment on the Senior Notes, whether by or on behalf of
the Company, as proceeds of security or enforcement of any right of setoff or
otherwise, is declared to be fraudulent or preferential, set aside or required
to be paid to a trustee, receiver or other similar

                                       14
<PAGE>

party under any bankruptcy, insolvency, receivership or similar law, then if
such payment is recovered by, or paid over to, such trustee, receiver or other
similar party, the Senior Notes or part thereof originally intended to be
satisfied by such payment shall be deemed to be reinstated and outstanding as if
such payment had not occurred.

     "Senior Notes" means the Series A Senior Notes and the Series B Senior
Notes.

     "Senior PIK Notes" means the Company's 13% Series A Senior Notes due May
15, 2008 and the Company's 13% Series B Senior Notes, due May 15, 2008.

     "Series A Notes" means the Company's 10  3/4% Series A Senior Notes due
November 15, 2007.

     "Series B Notes" means the Company's 10  3/4% Series B Senior Notes due
November 15, 2007.

     "Senior Note Custodian" means the Trustee, as custodian with respect to the
Senior Notes in global form, or any successor entity thereto.

     "SFAS 106" means Statement of Financial Accounting Standards No.106.

     "SFAS 109" means Statement of Financial Accounting Standards No.109.

     "Significant Subsidiary" means any Restricted Subsidiary of the Company
that would be a "significant subsidiary" as defined in clause (2) of the
definition of such term in Rule 1-02 of Regulation S-X under the Securities Act
and the Exchange Act.

     "Subordinated Indebtedness" means all Obligations of the type referred to
in clauses (i) through (v) of the definition of Senior Indebtedness, if the
instrument creating or evidencing the same, or pursuant to which the same is
outstanding, designates such Obligations as subordinated or junior in right of
payment to Senior Indebtedness.

     "Subsidiary" of any Person means any entity of which the Equity Interests
entitled to cast at least a majority of the votes that may be cast by all Equity
Interests having ordinary voting power for the election of directors or other
governing body of such entity are owned by such Person (regardless of whether
such Equity Interests are owned directly by such Person or through one or more
Subsidiaries).

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-
77bbbb), as amended, as in effect on the date of original issuance of the Senior
Notes.

     "TJC Agreement" means the Management Consulting Agreement, effective
September 1, 1994, between the Parent and TJC Management Corporation, as in
effect on the date of original issuance of the Senior Notes.

     "Transfer Restricted Senior Notes" means securities that bear or are
required to bear the legend set forth in Section 2.06.

                                       15
<PAGE>

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

     "Trust Officer" means, when used with respect to the Trustee, any officer
within the corporate trust administration department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referenced because of his knowledge of,
and familiarity with, the particular subject.

     "U.S. Government Obligations" means direct obligations of the United States
of America for the payment of which the full faith and credit of the United
States of America is pledged, provided that no U.S. Government Obligation shall
be callable at the issuer's option.

     "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect the board of directors.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (i) the then outstanding
principal amount of such Indebtedness into (ii) the sum of the product(s)
obtained by multiplying (a) the amount of each then remaining installment,
sinking fund, serial maturity or other requirement payment of principal,
including payment at final maturity, in respect thereof, by (b) the number of
years (calculated to the nearest one-twelfth) which will elapse between such
date and the making of such payment.

SECTION 1.02.  OTHER DEFINITIONS.


                                                           Defined in
     Term                                                   Section

     "Acceleration Notice"                                   6.02
     "Affiliate Transaction"                                 4.08
     "Asset Sale Disposition Date"                           4.14
     "Asset Sale Trigger Date"                               4.14
     "BKC Intercreditor Agreement"                           1.05
     "Change of Control Trigger Date"                        4.13
     "Covenant defeasance option"                            8.01
     "Disposition"                                           5.01
     "DTC"                                                   2.03
     "Event of Default"                                      6.01
     "Excess Proceeds"                                       4.14
     "Legal defeasance option"                               8.01
     "Notice of Default"                                     6.01
     "Offer"                                                 3.08
     "Other Company Indebtedness"                            4.15

                                       16
<PAGE>

     "Other Indebtedness Guarantee"                   4.15
     "Paying Agent"                                   2.03
     "Purchase Date"                                  3.08
     "Registrar"                                      2.03
     "Restricted Payments"                            4.05
     "Senior Notes"                                   Preamble
     "Successor Corporation"                          5.01
     "Trustee Expenses"                               6.08


SECTION 1.03.  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.  Any terms
incorporated by reference in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them therein.

SECTION 1.04.  RULES OF CONSTRUCTION.

     Unless the context otherwise requires:

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

     (b)   an accounting term not otherwise defined herein has the meaning
assigned to it under GAAP;

     (c)   "or" is not exclusive;

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

     (e)   provisions apply to successive events and transactions.

SECTION 1.05.  INCORPORATION OF BURGER KING AGREEMENT.

     Concurrently with the execution of this Indenture, the Trustee shall
execute and deliver to Burger King Corporation the Intercreditor Agreement (the
"BKC Intercreditor Agreement"). The Senior Notes shall be subject to the terms
of the Intercreditor Agreement, which are incorporated by reference herein.

                                       17
<PAGE>

                                   ARTICLE 2
                               THE SENIOR NOTES

SECTION 2.01.  FORM AND DATING.

The Senior Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, which is part of this Indenture. The
Senior Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Senior Note shall be dated the date of its
authentication.

     The terms and provisions contained in the Senior Notes shall constitute,
and are hereby expressly made, a part of this Indenture and, to the extent
applicable, the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

     Each Global Senior Note shall represent such of the outstanding Senior
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate amount of outstanding Senior Notes from time to time
endorsed thereon and that the aggregate amount of outstanding Senior Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Senior Note to reflect the amount of any increase or decrease in the amount of
outstanding Senior Notes represented thereby shall be made by the Trustee or the
Senior Note Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

SECTION 2.02.  EXECUTION AND AUTHENTICATION.

     One Officer shall sign the Senior Notes for the Company by manual or
facsimile signature.

     If an Officer whose signature is on a Senior Note no longer holds that
office at the time a Senior Note is authenticated, the Senior Note shall
nevertheless be valid.

     A Senior Note shall not be valid until authenticated by the manual
signature of an authorized signatory of the Trustee, and the Trustee's signature
shall be conclusive evidence that the Senior Note has been authenticated under
this Indenture. The form of Trustee's certificate of authentication to be borne
by the Senior Notes shall be substantially as set forth in Exhibit A.

     The Trustee shall, upon a written order of the Company signed by two
Officers directing the Trustee to authenticate the Senior Notes and certifying
that all conditions precedent to the issuance of the Senior Notes contained
herein have been complied with, authenticate Senior Notes for original issuance
up to an aggregate principal amount stated in paragraph 4 of the Senior Notes
(the aggregate principal amount of outstanding Senior Notes may not exceed that
amount at any time, except as provided in Section 2.07 hereof).

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Senior Notes. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Senior Notes whenever the Trustee may
do so. Each reference in this

                                       18
<PAGE>

Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

SECTION 2.03.  REGISTRAR AND PAYING AGENT.

     The Company shall maintain an office or agency (the "Registrar") where
Senior Notes may be presented for registration of transfer or for exchange and
an office or agency (the "Paying Agent") where Senior Notes may be presented for
payment. The Registrar shall keep a register of the Senior Notes and of their
transfer and exchange. The Company may appoint one or more co-registrars and one
or more additional paying agents. The term "Registrar" includes any co-
registrar, and the term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent or Registrar without prior notice to any
Holder. The Company shall notify in writing the Trustee and the Trustee shall
notify the Holders in writing of the name and address of any Agent not a party
to this Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company shall
enter into an appropriate agency agreement with any Agent not a party to this
Indenture, and such agreement shall incorporate the TIA's provisions and
implement the provisions of this Indenture that relate to such Agent.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Senior Notes.

     The Company initially appoints the Trustee as Registrar, Paying Agent and
agent for service of notices and demands in connection with the Senior Notes and
as Senior Note Custodian with respect to the Global Senior Notes. The Company or
any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar. If
the Company fails to appoint or maintain a Registrar and Paying Agent, the
Trustee shall act as such, and shall be entitled to appropriate compensation in
accordance with Section 7.07 hereof.

SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the Holders' benefit or
the Trustee all money the Paying Agent holds for redemption or purchase of the
Senior Notes or for the payment of principal of, or premium, if any, or interest
on, or Liquidated Damages, if any, with respect to the Senior Notes, and will
promptly notify the Trustee of any Default by the Company in providing the
Paying Agent with sufficient funds to (i) purchase Senior Notes tendered
pursuant to an Offer arising under Section 4.13 hereof, (ii) redeem Senior Notes
called for redemption, or (iii) make any payment of principal, premium, interest
or Liquidated Damages due on the Senior Notes. While any such Default continues,
the Trustee may require the Paying Agent to pay all money it holds to the
Trustee and to account for any funds disbursed. The Company at any time may
require the Paying Agent to pay all money it holds to the Trustee and to account
for any funds disbursed. Upon payment over to the Trustee, the Paying Agent (if
other than the Company or any of its Subsidiaries) shall have no further
liability for the money it delivered to the Trustee. If the Company or any of
its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate
trust fund for the Holders' benefit or the Trustee all money it holds as Paying
Agent.

                                       19
<PAGE>

SECTION 2.05.  HOLDER LISTS.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with Section 312(a) of the TIA. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require that sets forth the names and addresses of,
and the aggregate principal amount of Senior Notes held by, each Holder, and the
Company shall otherwise comply with Section 312(a) of the TIA.

SECTION 2.06.  TRANSFER AND EXCHANGE.

          (a)  Transfer and Exchange of Definitive Senior Notes. When Definitive
               ------------------------------------------------
Senior Notes are presented by a Holder to the Registrar with a request:

          (x)  to register the transfer of the Definitive Senior Notes; or

          (y)  to exchange such Definitive Senior Notes for an equal principal
               amount of Definitive Senior Notes of other authorized
               denominations,

the Registrar shall register the transfer or make the exchange as requested if
its requirements for such transactions are met; provided, however, that the
                                                --------  -------
Definitive Senior Notes presented or surrendered for register of transfer or
exchange:

               (i)  shall be duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing; and

               (ii) in the case of a Definitive Senior Note that is a Transfer
Restricted Senior Note, such request shall be accompanied by the following
additional information and documents, as applicable:

               (A)  if such Transfer Restricted Senior Note is being delivered
                    to the Registrar by a Holder for registration in the name of
                    such Holder, without transfer, a certification to that
                    effect from such Holder (in substantially the form of
                    Exhibit B hereto); or
                    ---------

               (B)  if such Transfer Restricted Senior Note is being transferred
                    (1) to a "qualified institutional buyer" (as defined in Rule
                    144A under the Securities Act) in accordance with Rule 144A
                    under the Securities Act or (2) pursuant to an exemption
                    from registration in accordance with Rule 144 under the
                    Securities Act (and based on an opinion of counsel if the
                    Company so requests) or (3) pursuant to an effective
                    registration


                                      20
<PAGE>

                  statement under the Securities Act, a certification to that
                  effect from such Holder (in substantially the form of Exhibit
                                                                        -------
                  B hereto); or
                  -

          (C)     if such Transfer Restricted Senior Note is being transferred
                  to an "accredited investor," within the meaning of Rule 501(a)
                  under the Securities Act pursuant to a private placement
                  exemption from the registration requirements of the Securities
                  Act (and based on an opinion of counsel if the Company so
                  requests), a certification to that effect from such Holder (in
                  substantially the form of Exhibit B hereto) and a
                                            ---------
                  certification from the applicable transferee (in substantially
                  the form of Exhibit C hereto); or
                              ---------

          (D)     if such Transfer Restricted Senior Note is being transferred
                  in reliance on another exemption from the registration
                  requirements of the Securities Act (and based on an opinion of
                  counsel if the Company so requests), a certification to that
                  effect from such Holder (in substantially the form of Exhibit
                                                                        -------
                  B hereto).
                  -

      (b) Transfer of a Definitive Senior Note for a Beneficial Interest in a
          -------------------------------------------------------------------
 Global Senior Note.   A Transfer Restricted Definitive Senior Note may not be
-------------------
exchanged for a beneficial interest in a Global Senior Note. A non-Transfer
Restricted Definitive Senior Note may not be exchanged for a beneficial interest
in a Global Senior Note except upon satisfaction of the requirements set forth
below. Upon receipt by the Trustee of a Definitive Senior Note, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with written instructions from the Holder thereof directing
the Trustee to make, or to direct the Senior Note Custodian to make, an
endorsement on the Global Senior Note to reflect an increase in the aggregate
principal amount of the Senior Notes represented by the Global Senior Note, the
Trustee shall cancel such Definitive Senior Note in accordance with Section 2.11
and cause, or direct the Senior Note Custodian to cause, in accordance with the
standing instructions and procedures existing between the Depositary and the
Senior Note Custodian, the aggregate principal amount of Senior Notes
represented by the Global Senior Note to be increased accordingly. If no Global
Senior Notes are then outstanding, the Company shall issue and, upon receipt of
an authentication order in accordance with Section 2.02, the Trustee shall
authenticate a new Global Senior Note in the appropriate principal amount.

      (c) Transfer and Exchange of Global Senior Notes.  The transfer and
          --------------------------------------------
exchange of Global Senior Notes or beneficial interests therein shall be
effected through the Depositary, in accordance with this Indenture and the
procedures of the Depositary therefor, which shall include restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act.

                                       21
<PAGE>

          (d)  Transfer of a Beneficial Interest in a Global Senior Note for a
               ---------------------------------------------------------------
Definitive Senior Note.
----------------------

               (i)     Any Person having a beneficial interest in a Global
     Senior Note may upon request exchange such beneficial interest for a
     Definitive Senior Note. Upon receipt by the Trustee of written instructions
     or such other form of instructions as is customary for the Depositary, from
     the Depositary or its nominee on behalf of any Person having a beneficial
     interest in a Global Senior Note, and, in the case of a Transfer Restricted
     Senior Note, the following additional information and documents (all of
     which may be submitted by facsimile):

               (A)     if such beneficial interest is being transferred to the
                       Person designated by the Depositary as being the
                       beneficial owner, a certification to that effect from
                       such Person (in substantially the form of Exhibit B
                                                                 ---------
                       hereto); or

               (B)     if such beneficial interest is being transferred (1) to a
                       "qualified institutional buyer" (as defined in Rule 144A
                       under the Securities Act) in accordance with Rule 144A
                       under the Securities Act or (2) pursuant to an exemption
                       from registration in accordance with Rule 144 under the
                       Securities Act (and based on an opinion of counsel if the
                       Company so requests) or (3) pursuant to an effective
                       registration statement under the Securities Act, a
                       certification to that effect from the transfer or (in
                       substantially the form of Exhibit B hereto); or
                                                 ---------

               (C)     if such beneficial interest is being transferred to an
                       "accredited investor," within the meaning of Rule 501(a)
                       under the Securities Act pursuant to a private placement
                       exemption from the registration requirements of the
                       Securities Act (and based on an opinion of counsel if the
                       Company so requests), a certification to that effect from
                       such Holder (in substantially the form of Exhibit B
                                                                 ---------
                       hereto) and a certification from the applicable
                       transferee (in substantially the form of Exhibit C
                                                                ---------
                       hereto); or

               (D)     if such beneficial interest is being transferred in
                       reliance on another exemption from the registration
                       requirements of the Securities Act (and based on an
                       opinion of counsel if the Company so requests), a
                       certification to that effect from such Holder (in
                       substantially the form of Exhibit B hereto).
                                                 ---------

                                       22
<PAGE>

             The Trustee or the Senior Note Custodian, at the direction of the
             Trustee, shall, in accordance with the standing instructions and
             procedures existing between the Depositary and the Senior Note
             Custodian, cause the aggregate principal amount of Global Senior
             Notes to be reduced accordingly and, following such reduction, the
             Company shall execute and, upon receipt of an authentication order
             in accordance with Section 2.02 hereof, the Trustee shall
             authenticate and deliver to the transferee a Definitive Senior Note
             in the appropriate principal amount.

             (ii) Definitive Senior Notes issued in exchange for a beneficial
             interest in a Global Senior Note pursuant to this Section 2.06(d)
             shall be registered in such names and in such authorized
             denominations as the Depositary, pursuant to instructions from its
             direct or indirect participants or otherwise, shall instruct the
             Trustee.  The Trustee shall deliver in accordance with the standard
             procedures of the Depositary such Definitive Senior Notes to the
             Persons in whose names such Senior Notes are so registered.

     (e)     Restrictions on Transfer and Exchange of Global Senior Notes.
             ------------------------------------------------------------
Notwithstanding any other provision of this Indenture (other than the provisions
set forth in subsection (f) of this Section 2.06), a Global Senior Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

     (f)     Authentication of Definitive Senior Notes in Absence of Depositary.
             ------------------------------------------------------------------
  If at any time:

             (i)  the Depositary for the Senior Notes notifies the Company that
   the Depositary is unwilling or unable to continue as Depositary for the
   Global Senior Notes and a successor Depositary for the Global Senior Notes is
   not appointed by the Company within 90 days after delivery of such notice; or

             (ii) The Company, at its sole discretion, notifies the Trustee in
   writing that it elects to cause the issuance of Definitive Senior Notes under
   this Indenture,

then the Company shall execute, and the Trustee shall, upon receipt of an
authentication order in accordance with Section 2.02, authenticate and deliver,
Definitive Senior Notes in an aggregate principal amount equal to the principal
amount of the Global Senior Notes in exchange for such Global Senior Notes and
registered in such names as the Depositary shall instruct the Trustee or the
Company in writing.

                                       23
<PAGE>

(g)  Legends.
     --------

          (i)  Except for any Transfer Restricted Senior Note sold or
transferred (including any Transfer Restricted Senior Note represented by a
Global Senior Note) as described in (ii) below, each Senior Note certificate
evidencing Global Senior Notes and Definitive Senior Notes (and all Senior Notes
issued in exchange therefor or substitution thereof) shall bear legends in
substantially the following form:

      "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
      IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
      STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY
                                          --------------
      EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
      PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
      SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
      THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE
      SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
      SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a)
      INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
      A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
      SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
      (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
      SECURITIES ACT, OR (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
      OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
      ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH
      SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
      SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
      ABOVE."

          (ii) Upon any sale or transfer of a Transfer Restricted Senior Note
     (including any Transfer Restricted Senior Note represented by a Global
     Senior Note) pursuant to an effective registration statement under the
     Securities Act, pursuant to Rule

                                       24
<PAGE>

144 under the Securities Act or pursuant to an opinion of counsel reasonably
satisfactory to the Company and the Registrar that no legend is required:

               (A)  in the case of any Transfer Restricted Senior Note that is a
                    Definitive Senior Note, the Registrar shall permit the
                    Holder thereof to exchange such Transfer Restricted Senior
                    Note for a Definitive Senior Note that does not bear the
                    legend set forth in (i) above and rescind any restriction on
                    the transfer of such Transfer Restricted Senior Note; and

               (B)  in the case of any Transfer Restricted Senior Note
                    represented by a Global Senior Note, such Transfer
                    Restricted Senior Note shall not be required to bear the
                    legend set forth in (i) above if all other interests in such
                    Global Senior Note have been or are concurrently being sold
                    or transferred pursuant to Rule 144 under the Securities Act
                    or pursuant to an effective registration statement under the
                    Securities Act, but such Transfer Restricted Senior Note
                    shall continue to be subject to the provisions of Sections
                    2.06(a) through (f); provided, however, that with respect to
                                         --------  -------
                    any request for an exchange of a Transfer Restricted Senior
                    Note that is represented by a Global Senior Note for a
                    Definitive Senior Note that does not bear the legend set
                    forth in (i) above, which request is made in reliance upon
                    Rule 144, the Holder thereof shall certify in writing to the
                    Registrar that such request is being made pursuant to Rule
                    144 (such certification to be substantially in the form of
                    Exhibit B hereto).
                    ---------

          (iii)     Notwithstanding the foregoing, upon consummation of the
     Exchange Offer, the Company shall issue and, upon receipt of an
     authentication order in accordance with Section 2.02, the Trustee shall
     authenticate, Series B Senior Notes in exchange for Series A Senior Notes
     accepted for exchange in the Exchange Offer, which Series B Senior Notes
     shall not bear the legend set forth in (i) above, and the Registrar shall
     rescind any restriction on the transfer of such Senior Notes, in each case
     unless the Holder of such Series A Senior Notes is either (A) a broker-
     dealer, (B) a Person participating in the distribution of the Series A
     Senior Notes or (C) a Person who is an affiliate (as defined in Rule 144A)
     of the Company. The Company shall identify to the Trustee such Holders of
     the Senior Notes in a written certification signed by an Officer of the
     Company and, absent certification from the Company to such effect, the
     Trustee shall assume that there are no such Holders.

     (h) Cancellation and/or Adjustment of Global Senior Notes.  At such time as
         -----------------------------------------------------
all beneficial interests in Global Senior Notes have been exchanged for
Definitive Senior Notes, redeemed, repurchased or cancelled, all Global Senior
Notes shall be returned to or retained and cancelled by the Trustee in
accordance with Section 2.11 hereof.  At any time prior to such cancellation, if
any beneficial interest in a Global Senior Note is exchanged for Definitive
Senior Notes, redeemed, repurchased or cancelled, the principal amount of Senior
Notes represented by such Global Senior Note shall be reduced accordingly and an
endorsement shall be made on such

                                       25
<PAGE>

Global Senior Note, by the Trustee or the Senior Notes Custodian, at the
direction of the Trustee, to reflect such reduction.

     (i)  General Provisions Relating to Transfers and Exchanges.
          ------------------------------------------------------

          (i)       To permit registrations of transfers and exchanges, the
                    Company shall execute and the Trustee shall authenticate
                    Definitive Senior Notes and Global Senior Notes at the
                    Registrar's request.

          (ii)      No service charge shall be made to a Holder for any
                    registration of transfer or exchange, but the Company may
                    require payment of a sum sufficient to cover any transfer
                    tax or similar governmental charge payable in connection
                    therewith (other than any such transfer taxes or similar
                    governmental charge payable upon exchange or transfer
                    pursuant to Sections 3.07, 4.13, 4.14 and 9.05 hereof).

          (iii)     Neither the Company nor the Registrar shall be required to
                    register the transfer of or exchange any Senior Note
                    selected for redemption in whole or in part, except the
                    unredeemed portion of any Senior Note being redeemed in
                    part.

          (iv)      All Definitive Senior Notes and Global Senior Notes issued
                    upon any registration of transfer or exchange of Definitive
                    Senior Notes or Global Senior Notes in accordance with this
                    Indenture (including any increase in the aggregate principal
                    amount of the Senior Notes represented by the Global Senior
                    Note pursuant to subsection (b) above) shall be the valid
                    obligations of the Company, evidencing the same debt, and
                    entitled to the same benefits under this Indenture, as the
                    Definitive Senior Notes or Global Senior Notes surrendered
                    upon such registration of transfer or exchange.

          (v)       The Company shall not be required to issue Senior Notes and
                    the Registrar shall not be required to register the transfer
                    of or to exchange Senior Notes during a period beginning at
                    the opening of business 15 days before the day of any
                    selection of Senior Notes for redemption under Section 3.02
                    hereof and ending at the close of business on the day of
                    selection, or to register the transfer of or to exchange a
                    Senior Note between a record date and the next succeeding
                    interest payment date.

          (vi)      Prior to due presentment for the registration of a transfer
                    of any Senior Note, the Trustee, any Agent and the Company
                    may deem and treat the Person in whose name any Senior Note
                    is registered as the absolute owner of such Senior Note for
                    the purpose of receiving payment of principal of, premium,
                    if any, and accrued and unpaid interest, and Liquidated
                    Damages, if any, on such Senior Notes, and neither the
                    Trustee, any Agent nor the Company shall be affected by
                    notice to the contrary.

                                       26
<PAGE>

          (vii)     The Trustee shall authenticate Definitive Senior Notes and
                    Global Senior Notes in accordance with the provisions of
                    Section 2.02 hereof.

SECTION 2.07.       REPLACEMENT SENIOR NOTES.

     If any mutilated Senior Note is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Senior Note, the Company shall issue and the Trustee, upon the
Company's written order signed by two Officers, shall authenticate a replacement
Senior Note if the Trustee's requirements are met. If the Trustee or the Company
requires it, the Holder must supply an indemnity bond that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee, any
Agent or any authenticating agent from any loss that any of them may suffer if a
Senior Note is replaced. The Company and the Trustee may charge for their
expenses in replacing a Senior Note. Every replacement Senior Note is an
additional Obligation of the Company.

SECTION 2.08.       OUTSTANDING SENIOR NOTES.

     The Senior Notes outstanding at any time are all the Senior Notes the
Trustee has authenticated except for those it has cancelled, those delivered to
it for cancellation, those representing reductions in the interest in a Global
Senior Note effected by the Trustee in accordance with the provisions hereof,
and those described in this Section as not outstanding.

     If a Senior Note is replaced pursuant to Section 2.07 hereof, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that a bona
fide purchaser holds the replaced Senior Note.

     If the entire principal of, and premium, if any, and accrued interest on,
and Liquidated Damages, if any, with respect to any Senior Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest and
Liquidated Damages on it cease to accrue.

     Subject to Section 2.09 hereof, a Senior Note does not cease to be
outstanding because the Company or an Affiliate holds the Senior Note.

SECTION 2.09.       TREASURY SENIOR NOTES.

     In determining whether the Holders of the required principal amount of
Senior Notes have concurred in any direction, waiver or consent, Senior Notes
owned by the Company or an Affiliate shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Senior Notes that a Trust Officer of the Trustee knows are so owned shall be so
disregarded.  Notwithstanding the foregoing, Senior Notes that the Company or an
Affiliate offers to purchase or acquires pursuant to an Offer, exchange offer,
tender offer or otherwise shall not be deemed to be owned by the Company or an
Affiliate until legal title to such Senior Notes passes to the Company or such
Affiliate, as the case may be.

                                       27
<PAGE>

SECTION 2.10.  TEMPORARY SENIOR NOTES.

     Until Definitive Senior Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Senior Notes.  Temporary
Senior Notes shall be substantially in the form of Definitive Senior Notes but
may have variations that the Company considers appropriate for temporary Senior
Notes.  Without unreasonable delay, the Company shall prepare and the Trustee,
upon receipt of the Company's written order signed by two Officers which shall
specify the amount of temporary Senior Notes to be authenticated and the date on
which the temporary Senior Notes are to be authenticated, shall authenticate
Definitive Senior Notes and deliver them in exchange for temporary Senior Notes.
Until such exchange, Holders of temporary Senior Notes shall be entitled to the
same rights, benefits and privileges as Definitive Senior Notes.

SECTION 2.11.  CANCELLATION.

     The Company at any time may deliver Senior Notes to the Trustee for
cancellation.  The Registrar and the Paying Agent shall forward to the Trustee
any Senior Notes surrendered to them for registration of transfer, exchange,
replacement, payment (including all Senior Notes called for redemption and all
Senior Notes accepted for payment pursuant to an Offer) or cancellation, and the
Trustee shall cancel all such Senior Notes and shall destroy all cancelled
Senior Notes (subject to the Exchange Act's record retention requirements) and
deliver a certificate of their destruction to the Company unless by written
order, signed by two Officers of the Company, the Company shall direct that
cancelled Senior Notes be returned to it.  The Company may not issue new Senior
Notes to replace any Senior Notes that have been cancelled by the Trustee or
that have been delivered to the Trustee for cancellation.  If the Company or an
Affiliate acquires any Senior Notes (other than by redemption or pursuant to an
Offer), such acquisition shall not operate as a redemption or satisfaction of
the Indebtedness represented by such Senior Notes unless and until such Senior
Notes are delivered to the Trustee for cancellation.

SECTION 2.12.  DEFAULTED INTEREST.

     If the Company defaults in a payment of interest on the Senior Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to Holders on a subsequent
special record date, in each case at the rate provided in the Senior Notes and
in Section 4.01 of this Indenture.  The Company shall fix or cause to be fixed
each such special record date and payment date.  As early as practicable prior
to the special record date, the Company (or the Trustee, in the name of and at
the expense of the Company) shall mail a notice that states the special record
date, the related payment date and the amount of interest to be paid.

SECTION 2.13.  RECORD DATE.

     The record date for purposes of determining the identity of Holders of
Senior Notes entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture shall be determined as provided for
in section 316(c) of the TIA.

                                       28
<PAGE>

SECTION 2.14.  CUSIP NUMBER

     A "CUSIP" number shall be printed on the Senior Notes, and the Trustee
shall use the CUSIP number in notices of redemption, purchase or exchange as a
convenience to Holders, provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Senior Notes and that reliance may be placed
only on the other identification numbers printed on the Senior Notes.  The
Company shall promptly notify the Trustee of any change in the CUSIP number.

                                   ARTICLE 3
             OPTIONAL REDEMPTION AND MANDATORY OFFERS TO PURCHASE

SECTION 3.01.  NOTICES TO TRUSTEE.

     If the Company elects to redeem Senior Notes pursuant to Section 3.07
hereof, it shall furnish to the Trustee, at least 10 but not more than 15 days
before notice of redemption is to be mailed by the Company to Holders, an
Officers' Certificate stating that the Company has elected to redeem Senior
Notes pursuant to Section 3.07(a), the date notice of redemption is to be mailed
to Holders, the redemption date, the aggregate principal amount of Senior Notes
to be redeemed, the redemption price for such Senior Notes and the amount of
accrued and unpaid interest on, and Liquidated Damages, if any, with respect to
such Senior Notes as of the redemption date.  If the Trustee is not the
Registrar, the Company shall, concurrently with delivery of its notice to the
Trustee of a redemption, cause the Registrar to deliver to the Trustee a
certificate (upon which the Trustee may rely) setting forth the name of, and the
aggregate principal amount of Senior Notes held by, each Holder.

     If the Company is required to offer to purchase Senior Notes pursuant to
Section 4.13 or 4.14 hereof, it shall furnish to the Trustee, at least two
Business Days before notice of the Offer is to be mailed to Holders, an
Officers' Certificate setting forth that the Offer is being made pursuant to
Section 4.13 or 4.14 hereof, as the case may be, the Purchase Date, the maximum
principal amount of Senior Notes the Company is offering to purchase pursuant to
the Offer, the purchase price for such Senior Notes, and the amount of accrued
and unpaid interest on and Liquidated Damages, if any, with respect to such
Senior Notes as of the Purchase Date.

     The Company will also provide the Trustee with any additional information
that the Trustee reasonably requests in connection with any redemption or Offer.

SECTION 3.02.  SELECTION OF SENIOR NOTES TO BE REDEEMED OR
               PURCHASED.

     If less than all outstanding Senior Notes are to be redeemed or if less
than all Senior Notes tendered pursuant to an Offer are to be accepted for
payment, the Trustee shall select the outstanding Senior Notes to be redeemed or
accepted for payment pro rata, by lot or by a method that complies with the
requirements of any stock exchange on which the Senior Notes are listed and that
the Trustee considers fair and appropriate.  If the Company elects to mail
notice of a redemption to Holders, the Trustee shall at least five Business Days
prior to the date notice of redemption is to be mailed, (i) select the Senior
Notes to be redeemed from Senior Notes outstanding not previously called for
redemption and (ii) notify the Company of the names of

                                       29
<PAGE>

each Holder of Senior Notes selected for redemption, the principal amount of
Senior Notes held by each such Holder and the principal amount of such Holder's
Senior Notes that are to be redeemed. If less than all Senior Notes tendered
pursuant to an Offer on the Purchase Date are to be accepted for payment, the
Trustee shall select on or promptly after the Purchase Date the Senior Notes to
be accepted for payment. The Trustee shall select for redemption or purchase
Senior Notes or portions of Senior Notes. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Senior Notes called for
redemption or tendered pursuant to an Offer also apply to portions of Senior
Notes called for redemption or tendered pursuant to an Offer. The Trustee shall
notify the Company promptly of the Senior Notes or portions of Senior Notes to
be called for redemption or selected for purchase.

SECTION 3.03.  NOTICE OF REDEMPTION.

     At least 30 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption to each Holder of Senior Notes or
portions thereof that are to be redeemed at such Holder's registered address.

     The notice shall identify the Senior Notes or portions thereof to be
redeemed and shall state:

     (a)  the redemption date;

     (b)  the redemption price for the Senior Notes and separately stating the
amount of unpaid and accrued interest on, and Liquidated Damages, if any, with
respect to, such Senior Notes as of the date of redemption;

     (c)  if any Senior Note is being redeemed in part, the portion of the
principal amount of such Senior Notes to be redeemed and that, after the
redemption date, upon surrender of such Senior Note, a new Senior Note or Senior
Notes in principal amount equal to the unredeemed portion will be issued;

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

     (e)  that Senior Notes called for redemption must be surrendered to the
Paying Agent to collect the redemption price for, and any accrued and unpaid
interest on, and Liquidated Damages, if any, with respect to, such Senior Notes;

     (f)  that, unless the Company defaults in making such redemption payment,
interest on Senior Notes called for redemption ceases to accrue on and after the
redemption date;

     (g)  the paragraph of the Senior Notes pursuant to which the Senior Notes
called for redemption are being redeemed; and

     (h)  the CUSIP number; provided that no representation is made as to the
correctness or accuracy of the CUSIP number listed in such notice and printed on
the Senior Notes.

     At the Company's request, the Trustee shall (at the Company's expense) give
the notice of redemption in the Company's name at least 30 but not more than 60
days before a redemption;

                                       30
<PAGE>

provided, however, that the Company shall deliver to the Trustee, at least 45
days prior to the redemption date and at least 10 days prior to the date that
notice of the redemption is to be mailed to Holders, an Officers' Certificate
that (i) requests the Trustee to give notice of the redemption to Holders, (ii)
sets forth the information to be provided to Holders in the notice of
redemption, as set forth in the preceding paragraph, (iii) states that the
Company has elected to redeem Senior Notes pursuant to Section 3.07(a), and (iv)
sets forth the aggregate principal amount of Senior Notes to be redeemed and the
amount of accrued and unpaid interest and Liquidated Damages, if any, thereon as
of the redemption date. If the Trustee is not the Registrar, the Company shall,
concurrently with any such request, cause the Registrar to deliver to the
Trustee a certificate (upon which the Trustee may rely) setting forth the name
of, the address of, and the aggregate principal amount of Senior Notes held by,
each Holder.

SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION.

     Once notice of redemption is mailed, Senior Notes called for redemption
become due and payable on the redemption date at the price set forth in the
Senior Note.  Upon surrender to the Trustee or Paying Agent, such Senior Notes
called for redemption shall be paid at the redemption price (which shall include
accrued interest thereon to the redemption date) but installments of interest,
the maturity of which is on or prior to the redemption date, shall be payable to
Holders of record at the close of business on the relevant record dates.  On and
after any redemption or purchase date, interest shall cease to accrue on the
Senior Notes or portions thereof called for redemption or accepted for payment.

SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE.

     Prior to 10:00 a.m. on any redemption date, the Company shall deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption
price of, and accrued interest on, and Liquidated Damages, if any, with respect
to all Senior Notes to be redeemed on that date.  The Trustee or the Paying
Agent shall return to the Company any money that the Company deposited with the
Trustee or the Paying Agent in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, and Liquidated Damages, if any,
with respect to, all Senior Notes to be redeemed.

     If the Company complies with the preceding paragraph, interest on the
Senior Notes to be redeemed will cease to accrue on such Senior Notes on the
applicable redemption date, whether or not such Senior Notes are presented for
payment.  If a Senior Note is redeemed on or after an interest record date but
on or prior to the related interest payment date, then any accrued and unpaid
interest and Liquidated Damages, if any, shall be paid to the Person in whose
name such Senior Note was registered at the close of business on such record
date.  If any Senior Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest will be paid on the unpaid principal, premium,
if any, interest and Liquidated Damages, if any, from the redemption date until
such principal, premium, interest and Liquidated Damages, if any, is paid, at
the rate of interest provided in the Senior Notes and Section 4.01 hereof.

                                       31
<PAGE>

SECTION 3.06.  SENIOR NOTES REDEEMED IN PART.

     Upon surrender of a Senior Note that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the Company's expense
a new Senior Note equal in principal amount to the unredeemed portion of the
Senior Note surrendered.

SECTION 3.07.  OPTIONAL REDEMPTION PROVISIONS.

     (a)  The Senior Notes may not be redeemed at the option of the Company
prior to November 15, 2001. During the twelve-month period beginning on November
15 of the years indicated below, the Senior Notes will be redeemable at the
option of the Company, in whole or in part, on at least 30 but not more than 60
days' notice to each Holder of Senior Notes to be redeemed, at the redemption
prices (expressed as percentages of the principal amount) set forth below, plus
any accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date:

          Year                                    Percentage
          ----                                    ----------

          2001..................................  104.000%

          2002..................................  102.000%

          2003 and thereafter...................  100.000%

     (b)  Notwithstanding the foregoing, the restrictions on optional
redemptions described herein do not limit the Company's right to separately make
open market, privately negotiated or other purchases of Senior Notes from time
to time.

SECTION 3.08.  MANDATORY PURCHASE PROVISIONS.

     (a)  Within 30 days after any Change of Control Trigger Date or Asset Sale
Trigger Date, the Company shall mail a notice to each Holder at such Holder's
registered address stating: (i) that an offer ("Offer") is being made pursuant
to Section 4.13 or Section 4.14 hereof, as the case may be, the length of time
the Offer shall remain open and the maximum aggregate principal amount of Senior
Notes that will be accepted for payment pursuant to such Offer; (ii) the
purchase price for the Senior Notes (as set forth in Section 4.13 or Section
4.14 hereof, as the case may be), the amount of accrued and unpaid interest on,
and Liquidated Damages, if any, with respect to, such Senior Notes as of the
purchase date, and the purchase date (which shall be no earlier than 30 days and
no later than 40 days from the date such notice is mailed (the "Purchase
Date")); (iii) that any Senior Note not accepted for payment will continue to
accrue interest and Liquidated Damages, if any; (iv) that, unless the Company
fails to deposit with the Paying Agent on the Purchase Date an amount sufficient
to purchase all Senior Notes accepted for payment, interest shall cease to
accrue on such Senior Notes after the Purchase Date; (v) that Holders electing
to tender any Senior Note or portion thereof will be required to surrender their
Senior Note, with a form entitled "Option of Holder to Elect Purchase"
completed, to the Paying Agent at the address specified in the notice prior to
the close of business on the Business Day preceding the Purchase Date; (vi) that
Holders will be entitled to withdraw their election to tender Senior Notes, if
the Paying Agent receives, not later than the close of business on the third
Business Day preceding the Purchase Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Senior Notes delivered for

                                       32
<PAGE>

purchase, and a statement that such Holder is withdrawing his election to have
such Senior Note purchased; and (vii) that Holders whose Senior Notes are
accepted for payment in part will be issued new Senior Notes equal in principal
amount to the unpurchased portion of Senior Notes surrendered.

     (b)  On the Purchase Date for any Offer, the Company shall, to the extent
required by this Indenture and such Offer, (i) in the case of an Offer resulting
from a Change of Control, accept for payment all Senior Notes or portions
thereof tendered pursuant to such Offer and, in the case of an Offer resulting
from an Asset Sale Trigger Date, accept for payment the maximum principal amount
of Senior Notes or portions thereof tendered pursuant to such Offer that can be
purchased out of Excess Proceeds from such Asset Sale, (ii) deposit with the
Paying Agent the aggregate purchase price of all Senior Notes or portions
thereof accepted for payment and any accrued and unpaid interest and Liquidated
Damages, if any, on such Senior Notes as of the Purchase Date, and (iii) deliver
or cause to be delivered to the Trustee all Senior Notes tendered pursuant to
the Offer.

     (c)  With respect to any Offer, if less than all of the Senior Notes
tendered pursuant to an Offer are to be purchased by the Company, the Trustee
shall select on the Purchase Date the Senior Notes or portions thereof to be
accepted for payment pursuant to Section 3.02 hereof.

     (d)  Promptly after consummation of an Offer, (i) the Paying Agent shall
mail (or cause to be transferred by book entry) to each Holder of Senior Notes
or portions thereof accepted for payment an amount equal to the purchase price
for, plus any accrued and unpaid interest on, and Liquidated Damages, if any,
with respect to, such Senior Notes, (ii) with respect to any tendered Senior
Note not accepted for payment in whole or in part, the Trustee shall return such
Senior Note to the Holder thereof, and (iii) with respect to any Senior Note
accepted for payment in part, the Trustee shall authenticate and mail to each
such Holder a new Senior Note equal in principal amount to the unpurchased
portion of the tendered Senior Note. The Trustee shall not be responsible for
any interest payments that have ceased to accrue in accordance with the terms of
this Section 3.08.

     (e)  The Company will publicly announce the results of the Offer on or as
soon as practicable after the Purchase Date.

     (f)  The Company shall comply with any tender offer rules under the
Exchange Act which may then be applicable, including Rule 14e-1, in connection
with an Offer required to be made by the Company to repurchase the Senior Notes
as a result of a Change of Control or an Asset Sale Trigger Date. To the extent
that the provisions of any securities laws or regulations conflict with
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Indenture by virtue thereof.

     (g)  With respect to any Offer, if the Company deposits prior to 10 a.m.
New York City time with the Paying Agent on the Purchase Date an amount in
available funds sufficient to purchase all Senior Notes accepted for payment,
interest shall cease to accrue on such Senior Notes after the Purchase Date;
provided, however, that if the Company fails to deposit such

                                       33
<PAGE>

amount on the Purchase Date, interest shall continue to accrue on such Senior
Notes until such deposit is made.

                                   ARTICLE 4
                                   COVENANTS

SECTION 4.01.  PAYMENT OF SENIOR NOTES.

     The Company shall pay the principal of, and premium, if any, and accrued
and unpaid interest on, and Liquidated Damages, if any, with respect to, the
Senior Notes on the dates and in the manner provided in the Senior Notes.
Holders of Senior Notes must surrender their Senior Notes to the Paying Agent to
collect principal payments.  Principal of, premium, if any, and accrued and
unpaid interest on, and Liquidated damages, if any, with respect to, the Senior
Notes shall be considered paid on the date due if the Paying Agent (other than
the Company or any of its Subsidiaries), the Global Senior Note Holder or each
Holder that has specified an account, holds, as of 10:00 a.m. New York City
time, money the Company deposited in immediately available funds designated for
and sufficient to pay in cash all principal, premium, if any, and accrued and
unpaid interest on, and Liquidated Damages, if any, then due; provided that, to
the extent that the Holders have not specified accounts, such amounts shall be
considered paid on the date due if the Company mails a check for such amounts on
such date.  The Paying Agent shall return to the Company, no later than five
days following the date of payment, any money (including accrued interest) that
exceeds the amount of principal, premium, if any, and accrued and unpaid
interest, paid on, and Liquidated Damages, if any, with respect to, the Senior
Notes.  The Company shall pay all Liquidated Damages, if any, in the same manner
on the dates and in the amounts set forth in the Registration Rights Agreement.
If any Liquidated Damages become payable, the Company shall not later than three
Business days prior the date that any payment of Liquidated Damages is due (i)
deliver any Officers' Certificate to the Trustee setting forth the amount of
Liquidated Damages payable to Holders and (ii) instruct the paying Agent to pay
such amount of Liquidated Damages to Holders entitled to receive such Liquidated
Damages.

     To the extent lawful, the Company shall pay interest (including Post-
Petition Interest) on (i) overdue principal and premium at the rate equal to 2%
per annum in excess of the then applicable interest rate on the Senior Notes,
compounded semiannually and (ii) overdue installments of interest and Liquidated
Damages (without regard to any applicable grace period) at the same rate as set
forth in clause (i), compounded semiannually.

SECTION 4.02.  COMMISSION REPORTS.

     (a)  The Company shall file with the Trustee, within 15 days after it files
them with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) that the Company is
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act.  Notwithstanding the foregoing, if the Company is not subject to
the requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
file with the Commission and with the Trustee, within 15 days after it would
have been required to file with the Commission under the Exchange Act, financial
statements, including any notes thereto (and with respect to annual reports, an
auditor's report by a firm of established national

                                       34
<PAGE>

reputation), and a "Management's Discussion and Analysis of Financial Condition
and Results of Operations," both comparable to that which the Company would have
been required to include in such annual reports, information, documents or other
reports if the Company were subject to the requirements of Section 13 or 15(d)
of the Exchange Act. Subsequent to the qualification of this Indenture under the
TIA, the Company also shall comply with the provisions of Section 314(a) of the
TIA.

     (b)  If the Company is required to furnish annual or quarterly reports to
its stockholders pursuant to the Exchange Act, the Company shall cause any
annual report furnished to its stockholders generally and any quarterly or other
financial reports it furnishes to its stockholders generally to be filed with
the Trustee and the Company shall mail to the Holders at their addresses
appearing in the register of Senior Notes maintained by the Registrar. If the
Company is not required to furnish annual or quarterly reports to its
stockholders pursuant to the Exchange Act, the Company shall cause its financial
statements referred to in Section 4.02(a) hereof, including any notes thereto
(and with respect to annual reports, an auditors' report by a firm of
established national reputation), and a "Management's Discussion and Analysis of
Financial Condition and Results of Operations," to be so mailed to the Holders
within 120 days after the end of each of the Company's fiscal years and within
60 days after the end of each of the first three fiscal quarters of each year.
The Company shall cause to be disclosed in a statement accompanying any annual
report or comparable information as of the date of the most recent financial
statements in each such report or comparable information the amount available
for payments pursuant to Section 4.05 hereof.

SECTION 4.03.  COMPLIANCE CERTIFICATE.

     The Company shall deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company, an Officers' Certificate stating that a review
of the activities of the Company and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers with a
view to determining whether the Company has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that, to the best of his or her
knowledge, the Company has kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Company has taken or proposes to take with respect thereto) and that,
to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of, premium,
if any, and accrued and unpaid interest on, and Liquidated Damages, if any, with
respect to, the Senior Notes are prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

     So long as not contrary to the then current recommendations of the American
Institute of Certified Public Accountants, the financial statements delivered
pursuant to Section 4.02 hereof shall be accompanied by a written statement of
the Company's independent public accountants (who shall be a firm of established
national reputation reasonably satisfactory to the Trustee) that in making the
examination necessary for certification of such financial statements nothing has

                                       35
<PAGE>

come to their attention that would lead them to believe that the Company has
violated any provisions of Section 4.01, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.14, 4.15, 4.16 or 4.17 or of Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

     The Company shall, so long as any of the Senior Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.04.  STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.05.  LIMITATION ON RESTRICTED PAYMENTS.

     (a)  The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, (i) declare or pay any dividend or make any
distribution on account of the Company's or such Restricted Subsidiary's Capital
Stock or other Equity Interests (other than dividends or distributions payable
in Capital Stock or other Equity Interests (other than Disqualified Stock) of
the Company and dividends or distributions payable by a Restricted Subsidiary to
a Restricted Subsidiary or to the Company); (ii) purchase, redeem or otherwise
acquire or retire for value any Capital Stock or other Equity Interests of the
Company or any of its Restricted Subsidiaries (other than any such Equity
Interest purchased from the Company or any Restricted Subsidiary for fair market
value (as determined by the Board of Directors in good faith)); (iii)
voluntarily prepay any Subordinated Indebtedness of the Company, whether any
such Subordinated Indebtedness is outstanding on, or issued after, the date of
original issuance of the Senior Notes except as specifically permitted by the
covenants of this Indenture; (iv) make any Restricted Investment (all such
dividends, distributions, purchases, redemptions, acquisitions, retirements,
prepayments and Restricted Investments being collectively referred to as
"Restricted Payments"), if, at the time of such Restricted Payment:

     (A)  a Default or Event of Default shall have occurred and be continuing or
          shall occur as a consequence thereof; or

     (B)  immediately after such Restricted Payment and after giving effect
          thereto on a Pro Forma Basis, the Company shall not be able to issue
          $1.00 of additional Indebtedness pursuant to Section 4.07(a) of this
          Indenture; or

                                       36
<PAGE>

     (C)  such Restricted Payment, together with the aggregate of all other
          Restricted Payments made after the date of original issuance of the
          Senior Notes, without duplication, exceeds the sum of (1) 50% of the
          aggregate Consolidated Net Income (including, for this purpose, gains
          from Asset Sales and, to the extent not included in Consolidated Net
          Income, any gain from a sale or disposition of a Restricted
          Investment) of the Company (or, in case such aggregate is a loss, 100%
          of such loss) for the period (taken as one accounting period) from the
          beginning of the first quarter commencing immediately after the date
          of original issuance of the Senior Notes and ended as of the Company's
          most recently ended fiscal quarter at the time of such Restricted
          Payment, plus (2) 100% of the aggregate net cash proceeds and the fair
          market value of any property or securities (as determined by the Board
          of Directors in good faith) received by the Company from the issue or
          sale of Capital Stock or other Equity Interests of the Company
          subsequent to the date of original issuance of the Senior Notes (other
          than (x) Capital Stock or other Equity Interests issued or sold to a
          Restricted Subsidiary and (y) the issuance or sale of Disqualified
          Stock), plus (3) $2,500,000, plus (4) the amount by which the
          principal amount of and any accrued interest on either (x) Senior
          Indebtedness of the Company or (y) any Indebtedness of any Restricted
          Subsidiary is reduced on the Company's consolidated balance sheet upon
          the conversion or exchange other than by a Restricted Subsidiary
          subsequent to the date of original issuance of the Senior Notes of any
          Indebtedness of the Company or any Restricted Subsidiary (not held by
          the Company or any Restricted Subsidiary) for Capital Stock or other
          Equity Interests (other than Disqualified Stock) of the Company (less
          the amount of any cash, or the fair market value of any other property
          or securities (as determined by the Board of Directors in good faith),
          distributed by the Company or any Restricted Subsidiary (to Persons
          other than the Company or any other Restricted Subsidiary) upon such
          conversion or exchange), plus (5) if any Non-Restricted Subsidiary is
          redesignated as a Restricted Subsidiary, the value of the Restricted
          Payment that would result if such Subsidiary were redesignated as a
          Non-Restricted Subsidiary at such time as determined in accordance
          with the second sentence of Section 4.16(a) hereof; provided, however,
          that for purposes of this clause (5), the value of any redesignated
          Non-Restricted Subsidiary shall be reduced by the amount that any such
          redesignation replenishes or increases the amount of Restricted
          Investments permitted to be made pursuant to Section 4.05(b)(ii)
          hereof.

     (b)  Notwithstanding Section 4.05(a) hereof, the following shall not be
prohibited as Restricted Payments: (i) the payment of any dividend within 60
days after the date of declaration thereof, if at said date of declaration such
payment would comply with all the provisions hereof (including, but not limited
to, this Section 4.05); (ii) making Restricted Investments at any time, and from
time to time, in an aggregate outstanding amount of $5,000,000 after the date of
original issuance of the Senior Notes (it being understood that if any
Restricted Investment after the date of original issuance of the Senior Notes
pursuant to this clause (ii) is sold, transferred or otherwise conveyed to any
Person other than the Company or a Restricted Subsidiary, the portion of the net
cash proceeds or fair market value of securities or properties paid or
transferred to the Company and its Restricted Subsidiaries in connection with
such sale, transfer or conveyance that relates or corresponds to the repayment
or return of the original cost of such a

                                       37
<PAGE>

Restricted Investment will replenish or increase the amount of Restricted
Investments permitted to be made pursuant to this Section 4.05b)(ii), so that up
to $5,000,000 of Restricted Investments may be outstanding under this Section
4.05(b)(ii) at any given time) provided that, without otherwise limiting this
clause (ii), any Restricted Investment in a Subsidiary made pursuant to this
cause (ii) is made for fair market value (as determined by the Board of
Directors in good faith) ); provided further that, the sum of the cumulative
payments made by the Company pursuant to this clause (ii), clause (iii) and
clause (iv) (other than, so long as Parent files consolidated income tax returns
which include the Company, any payments pursuant to any tax sharing agreement)
may not exceed $5,000,000; (iii) (a) the payment of cash by the Company to the
Parent for the repurchase, redemption, retirement or acquisition of the Parent's
stock from the executives, management, employees or consultants of the Parent or
its Subsidiaries pursuant to the terms of any subscription, stockholder or other
agreement or plan, and (b) the repurchase, redemption, retirement or acquisition
of the Company's stock from the executives, management, employees or consultants
of the Company or its Subsidiaries pursuant to the terms of any subscription,
stockholder or other agreement or plan, together up to an aggregate amount not
to exceed $5,000,000; provided that, the aggregate of the cumulative payments
made by the Company pursuant to this clause (iii), clause (ii) and clause (iv)
(other than, so long as Parent files consolidated income tax returns which
include the Company, any payments pursuant to any tax sharing agreement) may not
exceed $5,000,000; (iv) any loans, advances, distributions or payments from the
Company to the Parent pursuant to intercompany Indebtedness, intercompany
management agreements and other intercompany agreements and obligations;
provided that, the aggregate of the cumulative payments made by the Company
pursuant to this clause (iv) (other than, so long as Parent files consolidated
income tax returns which include the Company, any payments pursuant to any tax
sharing agreement), clauses (ii) and clause (iii) may not exceed $5,000,000; (v)
any loans, advances, distributions or payments from the Company to its
Restricted Subsidiaries, or any loans, advances, distributions or payments by
the Parent or a Restricted Subsidiary to the Company or to another Restricted
Subsidiary, in each case pursuant to intercompany Indebtedness, intercompany
management agreements and other intercompany agreements and obligations (vi) the
purchase, redemption, retirement or other acquisition of (A) any Senior
Indebtedness of the Company or any Indebtedness of Restricted Subsidiaries
required by its terms to be purchased, redeemed, retired or acquired with the
net proceeds from asset sales (as defined in the instrument evidencing such
Senior Indebtedness or Indebtedness) or upon a change of control (as defined in
the instrument evidencing such Senior Indebtedness or Indebtedness) and (B) the
Senior Notes pursuant to Sections 4.13 and 4.14 hereof; (vii) payments by the
Company of, and to the Parent in amounts sufficient to permit Parent to make
payments, in respect of (A) consulting, financial and investment banking fees
under the TJC Agreement, provided, that no Default or Event of Default shall
have occurred and be continuing or shall occur as a consequence thereof, and the
Company's Obligations to pay such fees under the TJC Agreement shall be
subordinated expressly to the Company's Obligations in respect of the Senior
Notes, and (B) indemnities, expenses and other amounts under the TJC Agreement;
(viii) the redemption, repurchase, retirement or other acquisition of any
Capital Stock or other Equity Interests of the Company or any Restricted
Subsidiary in exchange for, or out of the proceeds of, the substantially
concurrent sale (other than to a Subsidiary of the Company) of other Capital
Stock or other Equity Interests of the Company (other than any Disqualified
Stock) or the redemption, repurchase, retirement or other acquisition of any
Capital Stock or other Equity Interests of any Restricted Subsidiary in exchange
for, or out of the proceeds of, the substantially

                                       38
<PAGE>

concurrent sale (other than to the Company or a Subsidiary of the Company) of
other Capital Stock or other Equity Interests of such Restricted Subsidiary;
provided that, in each case, any net cash proceeds that are utilized for any
such redemption, repurchase, retirement or other acquisition, and any Net Income
resulting therefrom, shall be excluded from Section 4.05(a)(C)(1) and (C)(2)
hereof; (ix) the defeasance, redemption or repurchase of pari passu or
Subordinated Indebtedness with the net cash proceeds from an issuance of
permitted Refinancing Indebtedness or the substantially concurrent sale (other
than to a Subsidiary of the Company) of Capital Stock or other Equity Interests
of the Company or of a Restricted Subsidiary (other than Disqualified Stock);
provided that any net cash proceeds that are utilized for any such defeasance,
redemption or repurchase, and any Net Income resulting therefrom, shall be
excluded from Section 4.05(a)(C)(1) and (C)(2) hereof; (x) Restricted
Investments made or received in connection with the sale, transfer or
disposition of any business, properties or assets of the Company or any
Restricted Subsidiary, provided, that if such sale, transfer or disposition
constitutes an Asset Sale, the Company complies with Section 4.14 hereof; (xi)
any Restricted Investment constituting securities or instruments of a Person
issued in exchange for trade or other claims against such Person in connection
with a financial reorganization or restructuring of such Person; (xii) payments
of fees, expenses and indemnities to the directors of the Company and its
Restricted Subsidiaries or to the Parent in respect of the fees expenses and
indemnities of the directors of the Parent; and (xiii) payments to Parent in
respect of the payments of interest when due and principal at maturity in
respect of up to $2 million in aggregate principal amount of the Parent's Senior
Notes; and (xiv) payments to the Parent in respect of accounting, legal or other
professional or administrative expenses or reimbursements of franchise or
similar taxes and governmental charges incurred by the Parent relating to the
business, operations or finances of the Company and its Subsidiaries and in
respect of fees and related expenses associated with ongoing public reporting
requirements.

SECTION 4.06.  CORPORATE EXISTENCE.

     Subject to Section 4.14 and Article 5 hereof, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership or other existence of
each of its Restricted Subsidiaries in accordance with the respective
organizational documents of each of its Restricted Subsidiaries and the rights
(charter and statutory), licenses and franchises of the Company and each of its
Restricted Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any Restricted Subsidiary, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Restricted Subsidiaries
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders.

SECTION 4.07.  LIMITATION ON INCURRENCE OF INDEBTEDNESS

     (a)  The Company shall not, and shall not permit any Restricted Subsidiary
to, issue any Indebtedness (other than the Indebtedness represented by the
Credit Agreement, the Senior Notes and the Senior PIK Notes) unless the
Company's Consolidated Senior Leverage Ratio for the last full fiscal quarter
immediately preceding the date such additional Indebtedness is issued would have
been at least 3.5 to 1 determined on a Pro Forma Basis (including, for this
purpose, any other Indebtedness incurred since the end of the applicable four-
quarter period) as if such

                                       39
<PAGE>

additional Indebtedness and any other Indebtedness issued since the end of such
quarter had been issued at the beginning of such quarter.

     (b)  Section 4.07(a) hereof shall not apply to the issuance of (i) Senior
Indebtedness of the Company and/or its Restricted Subsidiaries, including the
Credit Agreement, as measured on such date of issuance in an aggregate principal
amount outstanding on any such date of issuance not exceeding $135,000,000
aggregate principal amount (excluding Indebtedness represented by the Senior
Notes and the Senior PIK Notes), which amount may be increased one dollar for
each dollar of net cash proceeds received by the Company from the issuance and
sale of its Capital Stock; (ii) Refinancing Indebtedness; and (iii) Other
Permitted Indebtedness.

     (c)  Notwithstanding Sections 4.07(a) and (b) hereof, no Restricted
Subsidiary shall under any circumstances issue a guarantee of any Indebtedness
of the Company except for guarantees issued by Restricted Subsidiaries pursuant
to Section 4.15 hereof, provided, however, that the foregoing will not limit or
restrict guarantees issued by Restricted Subsidiaries in respect of Indebtedness
of other Restricted Subsidiaries.

SECTION 4.08.  LIMITATION ON TRANSACTIONS WITH AFFILIATES.

     (a)  Except as otherwise set forth herein, neither the Company nor any of
its Restricted Subsidiaries shall make any loan, advance, guarantee or capital
contribution to, or for the benefit of, or sell, lease, transfer or dispose of
any properties or assets to, or for the benefit of, or purchase or lease any
property or assets from, or enter into or amend any contract, agreement or
understanding with, or for the benefit of, an Affiliate (each such transaction
or series of related transactions that are part of a common plan are referred to
as an "Affiliate Transaction"), except in good faith and on terms that are no
less favorable to the Company or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction on an arm's length
basis from an unrelated Person.

     (b)  The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any Affiliate Transaction involving aggregate payments or other
transfers by the Company and its Restricted Subsidiaries in excess of $2,500,000
(including cash and non-cash payments and benefits valued at their fair market
value by the Board of Directors of the Company in good faith) unless the Company
delivers to the Trustee: (i) a resolution of the Board of Directors stating that
the Board of Directors (including a majority of the disinterested directors, if
any) has, in good faith, determined, that such Affiliate Transaction complies
with the provisions of this Indenture; and (ii)(A) with respect to any Affiliate
Transaction involving the incurrence of Indebtedness, a written opinion of a
nationally recognized investment banking or accounting firm experienced in the
review of similar types of transactions, (B) with respect to any Affiliate
Transaction involving the transfer of real property, fixed assets or equipment,
either directly or by a transfer of 50% or more of the Capital Stock of a
Restricted Subsidiary which holds any such real property, fixed assets or
equipment, a written appraisal from a nationally recognized appraiser
experienced in the review of similar types of transactions or (C) with respect
to any Affiliate Transaction not otherwise described in (A) or (B) above, a
written certification from a nationally recognized professional or firm
experienced in evaluating similar types of transactions, in each case, stating
that the terms of such transaction are fair to the Company or such Restricted
Subsidiary, as the case may be, from a financial point of view.

                                       40
<PAGE>

     (c)  Notwithstanding Sections 4.08(a) and (b) hereof, this Section 4.08
shall not apply to: (i) transactions between the Company and any Restricted
Subsidiary or between Restricted Subsidiaries; (ii) payments under the TJC
Agreement; (iii) any other payments or transactions permitted pursuant to
Section 4.05 hereof; (iv) payments and transactions under the Jaro Leases; (vi)
payments and transactions involving FleetBoston Financial Corporation and its
subsidiaries and affiliates in connection with the BBI Note or the Credit
Agreement; or (vii) payments and transactions in connection with the Offerings.

SECTION 4.09.  LIMITATION ON LIENS.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien (other than Permitted Liens) upon any property or asset now owned
or hereafter acquired by them, or any income or profits therefrom, or assign or
convey any right to receive income therefrom; provided, however, that in
addition to creating Permitted Liens on its properties or assets, the Company
and any of its Restricted Subsidiaries may create any Lien upon any of their
properties or assets (including, but not limited to, any Capital Stock of its
Subsidiaries) if the Senior Notes are equally and ratably secured.

SECTION 4.10.  COMPLIANCE WITH LAWS, TAXES.

     The Company shall, and shall cause each of its Restricted Subsidiaries to,
comply with all statutes, laws, ordinances, or government rules and regulations
to which it is subject, the noncompliance with which would materially adversely
affect the business, prospects, earnings, properties, assets or condition,
financial or otherwise, of the Company and its Restricted Subsidiaries taken as
a whole.

     The Company shall, and shall cause each of its Restricted Subsidiaries to,
pay prior to delinquency all taxes, assessments and governmental levies, except
those contested in good faith by appropriate proceedings.

SECTION 4.11.  LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING
               RESTRICTED SUBSIDIARIES.

     (a)  The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective, any encumbrance or restriction on the ability of any
Restricted Subsidiary to: (i) pay dividends or make any other distributions on
its Capital Stock or any other interest or participation in, or measured by, its
profits, owned by the Company or any Restricted Subsidiary, or pay any
Indebtedness owed to, the Company or any Restricted Subsidiary; (ii) make loans
or advances to the Company; or (iii) transfer any of its properties or assets to
the Company, except for such encumbrances or restrictions existing under or by
reason of: (A) applicable law; (B) Indebtedness permitted (1) under Section
4.07(a) hereof, (2) under Sections 4.07(b)(i) or (iii) hereof or clauses (i),
(v), (vi), (vii), (ix), (x) or (xi) of the definition of Other Permitted
Indebtedness, or (3) by agreements and transactions permitted under Section 4.05
hereof; (C) customary provisions restricting subletting or assignment of any
lease or license of the Company or any Restricted Subsidiary; (D)(1) the terms
of the BKC Intercreditor Agreement and any other

                                       41
<PAGE>

BKC Agreement, and (2) customary provisions of any franchise, distribution or
similar agreement; (E) any instrument governing Indebtedness or any other
encumbrance or restriction of a Person acquired by the Company or any Restricted
Subsidiary at the time of such acquisition, which encumbrance or restriction is
not applicable to any Person, or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired; (F)
Indebtedness or other agreements existing on the date of original issuance of
the Senior Notes; (G) any Refinancing Indebtedness permitted under Section
4.07(b) hereof or clauses (i), (v), (vi), (vii), (ix), (x) or (xi) of the
definition of Other Permitted Indebtedness; provided that the encumbrances and
restrictions created in connection with such Refinancing Indebtedness are no
more restrictive in any material respect with regard to the interests of the
Holders of Senior Notes than the encumbrances and restrictions in the refinanced
Indebtedness; (H) any restrictions, with respect to a Restricted Subsidiary,
imposed pursuant to an agreement that has been entered into for the sale or
disposition of the stock, business, assets or properties of such Restricted
Subsidiary; (I) the terms of any indebtedness of the Company incurred in
connection with Section 4.07 hereof, provided that the terms of such
Indebtedness constitute no greater encumbrance or restriction on the ability of
any Restricted Subsidiary to pay dividends or make distributions, make loans or
advances or transfer properties or assets than is otherwise permitted by this
Section 4.11; or (J) the terms of purchase money obligations, but only to the
extent such purchase money obligations restrict or prohibit the transfer of the
property so acquired.

     (b)  Nothing contained in this Section 4.11 shall prevent the Company from
entering into any agreement or instrument providing for the incurrence of
Permitted Liens or restricting the sale or other disposition of property or
assets of the Company or any of its Restricted Subsidiaries that are subject to
Permitted Liens.

SECTION 4.12.  MAINTENANCE OF OFFICE OR AGENCIES.

     The Company shall maintain in the Borough of Manhattan, the City of New
York an office or an agency (which may be an office of any Agent) where Senior
Notes may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Senior Notes and
this Indenture may be served.  The Company shall give prompt written notice to
the Trustee of any change in the location of such office or agency.  If at any
tine the Company shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office.

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

     The Company hereby designates the offices of State Street Bank and Trust
Company, N.A., located at 61 Broadway - 15/th/ Floor, New York, New York 10006,
as one such office or agency of the Company in accordance with Section 2.03
hereof.

                                       42
<PAGE>

SECTION 4.13.  CHANGE OF CONTROL.

     (a)  Upon the occurrence of a Change of Control (such date being the
"Change of Control Trigger Date"), each Holder of Senior Notes shall have the
right to require the Company to purchase all or any part of such Holder's Senior
Notes pursuant to an Offer at a purchase price in cash equal to 101% of the
aggregate principal amount thereof, plus any accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase. The Company shall furnish
such notice to the Trustee, within five Business Days after notice of an Offer
is mailed to all Holders of Senior Notes, pursuant to the procedures described
in Section 3.08. Although the failure of the Company to purchase all Senior
Notes tendered in such an Offer shall be a Default, if the Company is unable to
purchase all Senior Notes tendered in such an Offer, the Company shall
nevertheless purchase the maximum principal amount of Senior Notes that it is
able to purchase at that time.

     Prior to the mailing of the notice referred to in Section 3.08(a) hereof,
but in any event within 30 days following any Change of Control Trigger Date,
the Company covenants to (i) repay in full and terminate all commitments under
Indebtedness under the Credit Agreement and all other Senior Indebtedness the
terms of which require repayment upon a Change of Control or offer to repay in
full and terminate all commitments under all Indebtedness under the Credit
Agreement and all other such Senior Indebtedness and to repay the Indebtedness
owed to each lender which has accepted such offer or (ii) obtain the requisite
consents under the Credit Agreement and all such other Senior Indebtedness to
permit the repurchase of the Senior Notes as provided herein.  The Company shall
first comply with the covenant in the immediately preceding sentence before it
shall be required to repurchase Senior Notes as provided herein.  The Company's
failure to comply with this covenant shall constitute an Event of Default
described in clause (iii) and not in clause (ii) under Section 6.01(a) hereof.

     (b)  In the event of a Change of Control, the Company shall not offer to
purchase or redeem any Subordinated Indebtedness required or entitled by its
terms to be redeemed or purchased until the Offer for the Senior Notes has been
consummated and all Senior Notes tendered pursuant to such Offer have been
accepted for payment.

SECTION 4.14.  LIMITATION ON ASSET SALES.

     (a)  The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, consummate an Asset Sale (including the sale of any
of the Capital Stock of any Restricted Subsidiary) providing for Net Proceeds in
excess of $2,500,000 unless at least 75% of the Net Proceeds from such Asset
Sale are applied (in any manner otherwise permitted hereunder) to one or more of
the following purposes in such combination as the Company shall elect: (i) an
investment in another asset or business in the same line of business as, or a
line of business similar to that of, the line of business of the Company and its
Restricted Subsidiaries at the time of the Asset Sale; provided that such
investment occurs on or prior to the 365th day following the date of such Asset
Sale (the "Asset Sale Disposition Date"), (ii) to reimburse the Company or its
Subsidiaries for expenditures made, and costs incurred, to repair, rebuild,
replace or restore property subject to loss, damage or taking to the extent that
the Net Proceeds consist of insurance proceeds received on account of such loss,
damage or taking, (iii) the purchase, redemption or other prepayment or
repayment of outstanding Senior Indebtedness of the

                                       43
<PAGE>

Company or Indebtedness of the Company's Restricted Subsidiaries on or prior to
the 365th day following the Asset Sale Disposition Date or (iv) an Offer
expiring on or prior to the Purchase Date.

     (b)  The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, consummate an Asset Sale unless at least 75% of the
consideration thereof received by the Company or such Restricted Subsidiary is
in the form of cash, cash equivalents or marketable securities; provided that,
solely for purposes of calculating such 75% of the consideration, the amount of
(i) any liabilities (as shown on the Company's or such Restricted Subsidiary's
most recent balance sheet or in the notes thereto, excluding contingent
liabilities and trade payables), of the Company or any Restricted Subsidiary
(other than liabilities that are by their terms subordinated to the Senior
Notes) that are assumed by the transferee of any such assets and (ii) any notes
or other obligations received by the Company or any such Restricted Subsidiary
from such transferee that are promptly, but in no event more than 30 days after
receipt, converted by the Company or such Restricted Subsidiary into cash (to
the extent of the cash received), shall be deemed to be cash and cash
equivalents for purposes of this provision. Any Net Proceeds from any Asset Sale
that are not applied or invested as provided in Section 4.14(a) hereof shall
constitute "Excess Proceeds."

     (c)  When the aggregate amount of Excess Proceeds exceeds $5,000,000 (such
date being an "Asset Sale Trigger Date"), the Company shall make an Offer to all
Holders of Senior Notes to purchase the maximum principal amount of the Senior
Notes then outstanding that may be purchased out of Excess Proceeds, at an offer
price in cash in an amount equal to 100% of principal amount thereof plus any
accrued and unpaid interest and Liquidated Damages, if any, to the Purchase Date
in accordance with the procedures set forth in this Indenture.

     (d)  To the extent that substantially concurrently with being required to
make an offer to the holders of the Senior Notes on account of an Asset Sale,
the Company is required to make a similar Offer to holders of any other
Indebtedness ranking pari passu with the Senior Notes (including without
limitation the Senior PIK Notes), the Excess Proceeds allocable to each such
Offer shall be allocated as nearly as practicable pro rata as between the Senior
Notes and the Senior PIK Notes in accordance with the respective principal
amount thereof.

     (e)  To the extent that any Excess Proceeds remain after completion of an
Offer, the Company may use such remaining amount for general corporate purposes.

     (f)  If the aggregate principal amount of Senior Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Senior Notes to be purchased on a pro rata basis, by lot or by a method that
complies with the requirements of any stock exchange on which the Senior Notes
are listed and that the Trustee considers fair and appropriate.

     (g)  Upon completion of an Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.

     (h)  Notwithstanding the foregoing, to the extent that any or all of the
Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law
from being repatriated to the

                                       44
<PAGE>

United States, the portion of such Net Proceeds so affected will not be required
to be applied pursuant to this Section 4.14 but may be retained for so long, but
only for so long, as the applicable local law prohibits repatriation to the
United States. The Company will promptly take all reasonable actions required by
the applicable local law to permit such repatriation, and once such repatriation
of any affected Net Proceeds is not prohibited under applicable local law, such
repatriation will be immediately effected and such repatriated Net Proceeds will
be applied in the manner set forth above as if such Asset Sale have occurred on
the date of repatriation.

SECTION 4.15.  LIMITATION ON GUARANTEES OF COMPANY INDEBTEDNESS BY RESTRICTED
               SUBSIDIARIES.

     (a)  The Company shall not permit any Restricted Subsidiary, directly or
indirectly, to guarantee any Indebtedness of the Company other than the Senior
Notes (the "Other Company Indebtedness") unless (i) such Restricted Subsidiary
contemporaneously executes and delivers a supplemental indenture to this
Indenture providing for a guarantee of payment of the Senior Notes then
outstanding by such Restricted Subsidiary to the same extent as the guarantee of
payment (the "Other Company Indebtedness Guarantee") of the Other Company
Indebtedness (including waiver of subrogation, if any) and (ii) if the Other
Company Indebtedness guaranteed by such Restricted Subsidiary is (A) Senior
Indebtedness, the guarantee for the Senior Notes shall be pari passu in right of
payment with the Other Company Indebtedness Guarantee and (B) Subordinated
Indebtedness, the guarantee for the Senior Notes shall be senior in right of
payment to the Other Company Indebtedness Guarantee; provided that the foregoing
will not limit or restrict guarantees issued by Restricted Subsidiaries in
respect of Indebtedness of other Restricted Subsidiaries.

     (b)  Each guarantee of the Senior Notes created by a Restricted Subsidiary
pursuant to Section 4.l5(a) hereof shall be in form and substance satisfactory
to the Trustee and shall provide, among other things, that it will be
automatically and unconditionally released and discharged upon (i) any sale,
exchange or transfer permitted by this Indenture of (A) all of the Company's
Capital Stock in such Restricted Subsidiary or (B) the sale of all or
substantially all of the assets of the Restricted Subsidiary and upon the
application of the Net Proceeds from such sale in accordance with the
requirements of Section 4.14 hereof or (ii) the release or discharge of the
Other Company Indebtedness Guarantee that resulted in the creation of such
guarantee of the Senior Notes, except a discharge or release by or as a result
of direct payment under such Other Company Indebtedness Guarantee.

SECTION 4.16.  DESIGNATION OF RESTRICTED AND NON-RESTRICTED SUBSIDIARIES.

     (a)  From and after the date of original issuance of the Senior Notes, the
Company may designate any existing or newly formed or acquired Subsidiary as a
Non-Restricted Subsidiary, provided that (i) (A) the Subsidiary to be so
designated has total assets of $1,000,000 or less and (B) immediately before and
after giving effect to such designation on a Pro Forma Basis; (1) the Company
could incur $1.00 of additional Indebtedness pursuant to Section 4.07(a) hereof
determined on a Pro Forma Basis; and (2) no Default or Event of Default shall
have occurred and be continuing, (ii) all transactions between the Subsidiary to
be so designated and its Affiliates remaining in effect are permitted pursuant
to Section 4.08 hereof and (iii) the

                                       45
<PAGE>

Subsidiary does not own any preferred Equity Interests issued by a Restricted
Subsidiary. Any Investment made by the Company or any Restricted Subsidiary
which is redesignated from a Restricted Subsidiary to a Non-Restricted
Subsidiary shall thereafter be considered as having been a Restricted Payment
(to the extent not previously included as a Restricted Payment) made on the day
such Subsidiary is designated a Non-Restricted Subsidiary in the amount of the
greater of (i) the fair market value (as determined by the Board of Directors of
the Company in good faith) of the Equity Interests of such Subsidiary held by
the Company and its Restricted Subsidiaries on such date, and (ii) the amount of
the Investments determined in accordance with GAAP made by the Company and any
of its Restricted Subsidiaries in such Subsidiary.

     (b)  A Non-Restricted Subsidiary may be redesignated as a Restricted
Subsidiary. The Company shall not, and shall not permit any Restricted
Subsidiary to, take any action or enter into any transaction or series of
transactions that would result in a Person becoming a Restricted Subsidiary
(whether through an acquisition, the redesignation of a Non-Restricted
Subsidiary or otherwise, but not including through the creation of a new
Restricted Subsidiary) if immediately after such action, such Person would have
any preferred Equity Interests outstanding that would not be owned directly or
indirectly by the Company or one more Restricted Subsidiaries.

     (c)  The designation of a Subsidiary as a Restricted Subsidiary or the
removal of such designation is required to be made by a resolution adopted by a
majority of the Board of Directors of the Company stating that the Board of
Directors has made such designation in accordance with this Indenture, and the
Company is required to deliver to the Trustee such resolution together with an
Officers' Certificate certifying that the designation complies with this
Indenture. Such designation shall be effective as of the date specified in the
applicable resolution, which may not be before the date the applicable Officers'
Certificate is delivered to the Trustee.

SECTION 4.17.  LIMITATION ON ISSUANCE BY RESTRICTED SUBSIDIARIES OF PREFERRED
               EQUITY INTERESTS.

     No Restricted Subsidiary may issue or sell its preferred Equity Interests
to any Person other than the Company or another Restricted Subsidiary.

                                   ARTICLE 5

                                  SUCCESSORS

SECTION 5.01.  MERGER OR CONSOLATION.

     (a)  The Company shall not consolidate or merge with or into, or sell,
lease, convey or otherwise dispose of all or substantially all of its assets to,
any Person (any such consolidation, merger or sale being a "Disposition")
unless: (i) the successor corporation of such Disposition or the corporation to
which such Disposition shall have been made (each, a "Successor Corporation") is
a corporation organized or existing under the laws of the United States, any
state thereof or the District of Columbia; (ii) the Successor Corporation of
such Disposition or the corporation to which such Disposition shall have been
made expressly assumes the Obligations of the Company, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under this Indenture and the Senior Notes; (iii)

                                       46
<PAGE>

immediately after such Disposition, no Default or Event of Default shall exist;
and (iv) the corporation formed by or surviving any such Disposition, or the
corporation to which such Disposition shall have been made, shall (A) have
Consolidated Net Worth (immediately after the Disposition but prior to giving
any pro forma effect to purchase accounting adjustments or Restructuring Charges
resulting from the Disposition) equal to or greater than the Consolidated Net
Worth of the Company immediately preceding the Disposition, (B) be permitted
immediately after the Disposition by the terms of this Indenture to issue at
least $1.00 of additional Indebtedness determined on a Pro Forma Basis, and (C)
have a Cash Flow Coverage Ratio, for the four fiscal quarters immediately
preceding the applicable Disposition, and determined on a Pro Forma Basis, equal
to or greater than the actual Cash Flow Coverage Ratio of the Company for such
four quarter period. The limitations in this Section 5.01(a) on the Company's
ability to make a Disposition do not restrict the Company's ability to sell less
than all or substantially all of its assets, such sales being governed by
Section 4.14 hereof.

     (b)  Prior to the consummation of any proposed Disposition, the Company
shall deliver to the Trustee an Officers' Certificate to the foregoing effect
and an Opinion of Counsel stating that the proposed Disposition and such
supplemental indenture comply with this Indenture.

SECTION 5.02.  SUCCESSOR CORPORATION SUBSTITUTED.

     Upon any Disposition, the Successor Corporation resulting from such
Disposition shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such Successor Corporation has been named as the Company herein; provided,
however, that neither the Company nor any Successor Corporation shall be
released from its Obligation to pay the principal of, premium, if any, and
accrued and unpaid interest on, and Liquidated Damages, if any, with respect to,
the Senior Notes.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

SECTION 6.01.  EVENTS OF DEFAULT.

     (a)  An Event of Default is:

          (i)    a default for 30 days in payment of interest on, or Liquidated
                 Damages, if any, with respect to, the Senior Notes;

          (ii)   a default in payment when due of principal of, or premium, if
                 any, on the Senior Notes;

          (iii)  the failure of the Company to comply with any of its other
                 agreements or covenants in, or provisions of, this Indenture or
                 the Senior Notes outstanding under this Indenture and the
                 Default continues for the period, if applicable, and after the
                 notice specified in Section 6.01(b) hereof;

          (iv)   a default by the Company or any Restricted Subsidiary under any
                 mortgage, indenture or instrument under which there may be
                 issued or by

                                       47
<PAGE>

                 which there may be secured or evidenced any Indebtedness for
                 money borrowed by the Company or any Restricted Subsidiary (or
                 the payment of which is guaranteed by the Company or any
                 Restricted Subsidiary), whether such Indebtedness or guarantee
                 now exists or shall be created hereafter, if (A) either (1)
                 such default results from the failure to pay principal of or
                 interest on any such Indebtedness (after giving effect to any
                 extensions thereof) or (2) as a result of such default the
                 maturity of such Indebtedness has been accelerated prior to its
                 expressed maturity, and (B) the principal amount of such
                 Indebtedness, together with the principal amount of any other
                 such Indebtedness in default for failure to pay principal or
                 interest thereon, or because of the acceleration of the
                 maturity thereof, aggregates in excess of $5,000,000;

          (v)    a failure by the Company or any Restricted Subsidiary to pay
                 final judgments (not covered by insurance) aggregating in
                 excess of $5,000,000 which judgments a court of competent
                 jurisdiction does not rescind, annul or stay within 45 days
                 after their entry;

          (vi)   in existence when the Company or any Significant Subsidiary
                 pursuant to or within the meaning of any Bankruptcy Law (A)
                 commences a voluntary case, (B) consents to the entry of an
                 order for relief against it in an involuntary case, (C)
                 consents to the appointment of a Custodian of it or for all or
                 substantially all of its property, or (D) makes a general
                 assignment for the benefit of its creditors; and

          (vii)  in existence when a court of competent jurisdiction enters an
                 order or decree under any Bankruptcy Law that (A) is for relief
                 against the Company or any Significant Subsidiary in an
                 involuntary case, (B) appoints a Custodian of the Company or
                 any Significant Subsidiary or for all or substantially all of
                 the property of the Company or any Significant Subsidiary, or
                 (C) orders the liquidation of the Company or any Significant
                 Subsidiary, and any such order or decree remains unstayed and
                 in effect for 60 days.

     (b)  A Default or Event of Default under Section 6.01(a)(iii) hereof (other
than an Event of Default arising under Section 5.01, which shall be an Event of
Default with the notice but without the passage of time specified in this
Section 6.01(b)), is not an Event of Default under this Indenture until the
Trustee or the Holders of at least 25% in principal amount of the Senior Notes
then outstanding notify the Company of the Default and the Company does not cure
the Default within 30 days after receipt of the notice.  The notice must specify
the Default, demand that it be remedied, and state that the notice is a "Notice
of Default."

     (c)  A Default or Event of Default under Section 6.01(a)(vi) or (vii) will
result in the Senior Notes becoming due and payable without further action or
notice.

     (d)  In the case of any Event of Default pursuant to Section 6.01(a)(i) or
(ii) hereof occurring by reason of any willful action (or inaction) taken (or
not taken) by or on behalf of the

                                       48
<PAGE>

Company with the intention of avoiding payment of the premium that the Company
would have to pay if the Company then had elected to redeem the Senior Notes
pursuant to Section 3.07 hereof, an equivalent premium shall also become and be
immediately due and payable to the extent permitted by law, anything in this
Indenture or in the Senior Notes contained to the contrary notwithstanding.

     (e)  The Trustee shall not be charged with knowledge of any Default or
Event of Default unless written notice thereof shall have been given to a Trust
Officer at the Corporate Trust Office of the Trustee by the Company or any other
Person.

SECTION 6.02.  ACCELERATION.

     (a)  Upon the occurrence of an Event of Default (other than an Event of
Default under Section 6.01(a)(vi) or (vii) hereof), the Trustee or the Holders
of at least 25% in aggregate principal amount of the then outstanding Senior
Notes may declare all Senior Notes to be due and payable by notice in writing to
the Company and the Trustee specifying the respective Event of Default and that
it is a "notice of acceleration" (the "Acceleration Notice"). Upon such
declaration, the principal of, premium, if any, and any accrued and unpaid
interest on, and Liquidated Damages, if any, with respect to, all Senior Notes
shall be due and payable immediately; provided, however, that if an Event of
Default arises under Section 6.01(a)(vi) or (vii) hereof, the principal of,
premium, if any, and any accrued and unpaid interest on, and Liquidated Damages,
if any, with respect to, all Senior Notes, shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders of Senior Notes.

     (b)  The Holders of a majority in aggregate principal amount of the Senior
Notes then outstanding under this Indenture, by notice to the Trustee, may
rescind any declaration of acceleration of such Senior Notes and its
consequences (if the rescission would not conflict with any judgment or decree)
if all existing Events of Default (other than the nonpayment of principal of or
interest on such Senior Notes that shall have become due by such declaration)
shall have been cured or waived.

     (c)  If there has been a declaration of acceleration of the Senior Notes
because an Event of Default under Section 6.01(a)(iv) hereof has occurred and is
continuing, such declaration of acceleration shall be automatically annulled if
the Holders of the Indebtedness described in Section 6.01(a)(iv) hereof have
rescinded the declaration of acceleration in respect of such Indebtedness within
30 Business Days thereof and if (i) the annulment of such acceleration would not
conflict with any judgment or decree of a court of competent jurisdiction, (ii)
all existing Events of Default, except non-payment of principal, premium or
interest that shall have become due solely because of the acceleration, have
been cured or waived, and (iii) the Company has delivered an Officers'
Certificate to the Trustee to the effect of clauses (i) and (ii) above.

SECTION 6.03.  OTHER REMEDIES.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal of, premium, if any, or any
accrued and unpaid

                                       49
<PAGE>

interest on, or Liquidated Damages, if any, with respect to, the Senior Notes or
to enforce the performance of any provision of the Senior Notes or this
Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Senior Notes or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default.  All remedies are cumulative
to the extent permitted by law.

SECTION 6.04.  WAIVER OF PAST DEFAULTS.

     The Holders of a majority in aggregate principal amount of the Senior Notes
then outstanding by notice to the Trustee may on behalf of all Holders of Senior
Notes waive any existing Default or Event of Default under this Indenture and
its consequences, except a continuing Default in the payment of the principal
of, premium, if any, and interest on, and Liquidated Damages, if any, with
respect to, such Senior Notes, which may only be waived with the consent of each
Holder of Senior Notes 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; provided that no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereon.

SECTION 6.05.  CONTROL BY MAJORITY.

     Subject to Section 7.01(e) hereof, the Holders of a majority in aggregate
principal amount of the then outstanding Senior Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it by
this Indenture.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that the Trustee determines may be unduly
prejudicial to the rights of other Holders or would involve the Trustee in
personal liability.

SECTION 6.06.  LIMITATION ON SUITS.

     A Holder may pursue a remedy with respect to this Indenture or the Senior
Notes only if (i) the Holder gives to the Trustee notice of a continuing Event
of Default; (ii) the Holders of at least 25% in principal amount of the then
outstanding Senior Notes make a request to the Trustee to pursue the remedy;
(iii) such Holder or Holders offer to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense; (iv) the Trustee does not comply
with the request within 60 days after receipt of the request and the offer of
indemnity; and (v) during such 60-day period the Holders of a majority in
principal amount of the then outstanding Senior Notes do not give the Trustee a
direction inconsistent with the request.

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

     Holders of the Senior Notes may not enforce this Indenture, except as
provided herein.

                                       50
<PAGE>

SECTION 6.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

     Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of, premium, if any, and any accrued and
unpaid interest on, and Liquidated Damages, if any, with respect to, a Senior
Note, on or after a respective due date expressed in the Senior Note, or to
bring suit for the enforcement of any such payment on or after such respective
date, shall not be impaired or affected without the consent of the Holder.

SECTION 6.08.  COLLECTION SUIT BY TRUSTEE.

     If an Event of Default specified in Section 6.01(a)(i) or (ii) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for (i) the
principal, premium, interest and Liquidated Damages, if any, remaining unpaid on
the Senior Notes, (ii) interest on overdue principal and premium, if any, and,
to the extent lawful, interest, and (iii) 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 ("Trustee Expenses").

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 to have the claims of the Trustee (including any
claim for Trustee Expenses) and the Holders allowed in any Insolvency or
Liquidation Proceeding or other judicial proceeding relative to the Company (or
any other obligor upon the Senior Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute to Holders
any money or other property payable or deliverable on any such claims and each
Holder authorizes any Custodian in any such Insolvency or Liquidation Proceeding
or other judicial proceeding to make such payments to the Trustee, and if the
Trustee shall consent to the making of such payments directly to the Holders any
such Custodian is hereby authorized to make such payments directly to the
Holders, and to pay to the Trustee any amount due to it hereunder for Trustee
Expenses, and any other amounts due the Trustee under Section 7.07 hereof.  To
the extent that the payment of any such Trustee Expenses, and any other amounts
due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties which the Holders may be entitled to
receive in such proceeding, whether in liquidation or under any plan of
reorganization or arrangement or otherwise.  Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Senior Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any
Insolvency or Liquidation Proceeding.

SECTION 6.10.  PRIORITIES.

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

                                       51
<PAGE>

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

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

     Third:    to the Company or to such party as a court of competent
               jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders.

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 a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant.  This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Senior Notes.

                                   ARTICLE 7
                                    TRUSTEE

SECTION 7.01.    DUTIES OF TRUSTEE.

     (a)  If an Event of Default occurs (and has not been cured) the Trustee
shall (i) exercise the rights and powers vested in it by this Indenture, and
(ii) use the same degree of care and skill in exercising such rights and powers
as a prudent person would exercise or use under the circumstances in the conduct
of its own affairs.

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

          (i)    the Trustee's duties shall be determined solely by the express
                 provisions of this Indenture and the Trustee need perform only
                 those duties that are specifically set forth in this Indenture
                 and no others, and no implied covenants or obligations shall be
                 read into this Indenture against the Trustee; and

          (ii)   in the absence of bad faith on its part, the Trustee may
                 conclusively rely, as to the truth of the statements and the
                 correctness of the opinions expressed therein, upon
                 certificates or opinions furnished to the Trustee and
                 conforming to the requirements of this Indenture. However, the
                 Trustee shall examine the certificates and opinions to
                 determine whether

                                       52
<PAGE>

                 they conform to this Indenture's requirements without having
                 any obligation to verify the contents thereof.

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

          (i)    this paragraph does not limit the effect of Section 7.01(b)
                 hereof;

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

          (iii)  the Trustee shall not be liable with respect to any action it
                 takes or omits to take in good faith in accordance with a
                 direction it receives pursuant to Section 6.05 hereof.

     (d)  Whether or not expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), (c), (e) and (f) of this Section and Section 7.02 below.

     (e)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders unless such Holders shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f)  The Trustee shall not be liable for interest on any money it receives
except as the Trustee may agree in writing with the Company.  Money the Trustee
holds in trust need not be segregated from other funds except to the extent
required by law.

SECTION 7.02.  RIGHTS  OF TRUSTEE.

     (a)  The Trustee may rely on any document it believes to be genuine and to
have been signed or presented by the proper Person. The Trustee shall not be
obligated to investigate any fact or matter stated in the document.

     (b)  Before the Trustee acts or refrains from acting, it may reasonably
require an Officers' Certificate or an Opinion of Counsel, or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel and advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

     (c)  The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any Agent appointed with due care.

                                       53
<PAGE>

     (d)  The Trustee shall not be liable for any action it takes or omits to
take, except to the extent that such action or omission to act constitutes
negligence or willful misconduct on the part of the Trustee.

     (e)  Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer.

SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Senior Notes and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee.  However, if the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the Commission for permission to continue as Trustee or
resign.  Any Agent may do the same with like rights.  The Trustee is also
subject to Sections 7.10 and 7.l1 hereof.

SECTION 7.04.  TRUSTEE'S DISCLAIMER.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Senior Notes, it shall not be
accountable for the Company's use of the proceeds from the Senior Notes or for
any money paid to the Company or upon the Company's direction under any
provisions hereof, it shall not be responsible for the use or application of any
money any Paying Agent other than the Trustee receives, and it shall not be
responsible for any statement or recital herein or any statement in the Senior
Notes or any other document furnished or issued in connection with the sale of
the Senior Notes or pursuant to this Indenture, other than its certificate of
authentication.

SECTION 7.05.  NOTICE TO HOLDERS OF DEFAULTS AND EVENTS OF DEFAULT.

     If a Default or Event of Default occurs and is continuing and if it is
actually known to the Trustee, the Trustee shall mail to Holders a notice of the
Default or Event of Default within 90 days after it occurs.  Except in the case
of a Default or Event of Default in payment on any Senior Note (including any
failure to redeem Senior Notes called for redemption or any failure to purchase
Senior Notes tendered pursuant to an Offer that are required to be purchased by
the terms of this Indenture), the Trustee may withhold the notice if and so long
as a committee of its Trust Officers in good faith determines that withholding
the notice is in the Holders' interests.

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 Holders a brief report dated as of such reporting date that
complies with section 313(a) of the TIA (but if no event described in section
313(a) of the TIA has occurred within the twelve months preceding the reporting
date, no report need be transmitted).  The Trustee also shall comply with
section 313(b)(2) of the TIA.  The Trustee shall also transmit by mail all
reports as required by section 313(c) of the TIA.

     Commencing at the time this Indenture is qualified under the TIA, a copy of
each report at the time of its mailing to Holders shall be filed with the
Commission and each national

                                       54
<PAGE>

securities exchange on which the Senior Notes are listed. The Company shall
notify the Trustee when the Senior Notes are listed on any national securities
exchange.

SECTION 7.07.  COMPENSATION AND INDEMNITY.

     The Company shall pay to the Trustee (in its capacities as Trustee, Paying
Agent and/or Registrar) from time to time reasonable compensation for its
services hereunder.  The Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee upon request for all reasonable disbursements, advances, fees and
expenses it incurs or makes in addition to the compensation for its services.
Such expenses shall include the reasonable compensation, disbursements and
expenses of the Trustee's agents and counsel.

     The Company shall indemnify and hold harmless the Trustee (in its
capacities as Trustee, Paying Agent and/or Registrar) against any and all
losses, liabilities or expenses the Trustee incurs arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, except as set forth below.  The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity.  Failure by the Trustee
to so notify the Company shall not relieve the Company of its Obligations
hereunder.  The Company shall defend the claim and the Trustee shall reasonably
cooperate in the defense.  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.

     The Company's Obligations under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

     The Company need not reimburse any expense or indemnify against any loss or
liability the Trustee incurs through negligence or bad faith.

     To secure the Company's payment of its Obligations in this Section, the
Trustee shall have a Lien prior to the Senior Notes on all money or property the
Trustee holds or collects, except that held in trust to pay principal of
premium, if any, and any accrued and unpaid interest on, and Liquidated Damages,
if any, with respect to, particular Senior Notes.  Such Lien shall survive the
satisfaction and discharge of this Indenture.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(a)(vi) or (vii) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute administrative expenses under any
Bankruptcy Law.

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.

                                       55
<PAGE>

     The Trustee may resign and be discharged from the trust hereby created by
so notifying the Company.  The Holders of a majority in principal amount of the
then outstanding Senior Notes may remove the Trustee by so notifying the Trustee
and the Company.  The Company may remove the Trustee if:

     (a)  the Trustee fails to comply with Section 7.10 hereof;

     (b)  the Trustee is adjudged a bankrupt or an insolvent or an order for
          relief is entered with respect to the Trustee under any Bankruptcy
          Law;

     (c)  a Custodian or public officer takes charge of the Trustee or its
          property; or

     (d)  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, provided that the Holders of a majority in principal amount of the then
outstanding Senior Notes may appoint a successor Trustee to replace any
successor Trustee appointed by the Company.

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

     If the Trustee fails to comply with Section 7.10 hereof, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
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.  Thereupon, the resignation or
removal of the retiring Trustee shall become effective and the successor Trustee
shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its appointment to
Holders.  The retiring Trustee shall promptly transfer all property it holds as
Trustee to the successor Trustee, provided all sums owing to the retiring
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof.  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue
for the retiring Trustee's benefit with respect to expenses and liabilities it
incurred prior to being replaced.

SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER, ETC.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

                                       56
<PAGE>

SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION

     The Trustee shall at all times (i) be a corporation organized and doing
business under the laws of the United States of America, of any state thereof,
or the District of Columbia authorized under such laws to exercise corporate
trustee power, (ii) be subject to supervision or examination by federal or state
authority, (iii) have a combined capital and surplus of at least $100,000,000 as
set forth in its most recent published annual report of condition, and (iv)
satisfy the requirements of sections 310(a)(1), (2) and (5) of the TIA.  The
Trustee is subject to section 310(b) of the TIA.

SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY

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

                                   ARTICLE 8
                            DISCHARGE OF INDENTURE

SECTION 8.01.  DISCHARGE OF LIABILITY ON SENIOR NOTES; DEFEASANCE.

     (a)  When (i) the Company delivers to the Trustee all outstanding Senior
Notes (other than Senior Notes replaced pursuant to Section 2.07 hereof) for
cancellation, or (ii) all outstanding Senior Notes have become due and payable
and the Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity all outstanding Senior Notes, including interest and premium thereon
and Liquidated Damages, if any(other than Senior Notes replaced pursuant to
Section 2.07 hereof), and if in either case the Company pays all other sums
payable under this Indenture by the Company, then this Indenture shall, subject
to Sections 8.01(c) and 8.06 hereof, cease to be of further effect.

     (b)  Subject to Sections 8.01(c), 8.02, and 8.06 hereof, the Company at any
time may terminate (i) all its obligations under the Senior Notes and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.02, 4.03, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11,  4.13, 4.14, 4.15, 4.16
and 4.17 hereof, and the operation of Sections 5.01(a)(iii), 5.01(a)(iv) or 6.01
(a)(iii) though (a)(v) hereof ("covenant defeasance option").  The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option.

     If the Company exercises its legal defeasance option, payment of the Senior
Notes may not be accelerated because of an Event of Default.  If the Company
exercises its covenant defeasance option, payment of the Senior Notes shall not
be accelerated because of an Event of Default specified in Section 6.01(a)(iii)
through (a)(v) hereof or because of the Company's failure to comply with Section
5.01(a)(iii) and (iv) hereof.

     Upon satisfaction of the conditions set forth herein and upon the Company's
request (and at the Company's expense), the Trustee shall acknowledge in writing
the discharge of those obligations that the Company has terminated.

                                       57
<PAGE>

     (c)  Notwithstanding clauses (a) and (b) above, the Company's obligations
in Sections 2.03, 2.04, 2.05, 2.06, 2,07, 4.01, 4.04, 7.07, 7.08, 8.04, 8.05 and
8.06 hereof, and the Trustee's and the Paying Agent's obligations in Section
8.04 hereof shall survive until the Senior Notes have been paid in full.
Thereafter, the Company's obligations in Sections 7.07 and 8.05 hereof and the
Company's, the Trustee's and the Paying Agent's obligations in Section 8.04
hereof shall survive.

SECTION 8.02.  CONDITIONS TO DEFEASANCE.

     The Company may exercise its legal defeasance option or its covenant
defeasance option only if:

     (a)  the Company irrevocably deposits in trust (the "defeasance trust")
with the Trustee money or U.S. Government Obligations sufficient for the payment
in full of the principal of, premium, if any, and any accrued and unpaid
interest on, and Liquidated Damages, if any, with respect to, the Senior Notes
then outstanding, as of the maturity date, the redemption date or the Purchase
Date, as the case may be;

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

     (c)  since the Company's irrevocable deposit provided for in Section
8.02(1) hereof, 91 days have passed;

     (d)  no Default has occurred and is continuing on the date of such deposit
and after giving effect to it;

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

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

     (g)  in the case of the legal defeasance option, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (i) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (ii) under applicable federal income tax law, in either case, to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders will not recognize income, gain or loss for federal income tax purposes
as a result of such deposit and defeasance and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if such defeasance had not occurred;

                                       58
<PAGE>

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

     (i)  the Company delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent to the defeasance
and discharge of the Senior Notes contemplated by this Article 8 have been
satisfied.

     Before or after a deposit, the Company may make arrangements satisfactory
to the Trustee for the redemption or purchase of Senior Notes at a future date
in accordance with Article 3.

SECTION 8.03.  APPLICATION OF TRUST MONEY.

     The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article 8.  It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture to the payment of principal of, premium,
if any, and any accrued and unpaid interest on, and Liquidated Damages, if any,
with respect to the Senior Notes.

SECTION 8.04.  REPAYMENT TO THE COMPANY.

     After the Senior Notes have been paid in full, the Trustee and the Paying
Agent shall promptly turn over to the Company any excess money or securities
they hold.

     The Trustee and the Paying Agent shall pay to the Company upon written
request by the Company any money they hold for the payment of principal,
premium, interest or Liquidated Damages that remains unclaimed for 1 year after
the date upon which such payment shall have become due; provided, however, that
the Company shall have either caused notice of such payment to be mailed to each
Holder entitled thereto no less than 30 days prior to such repayment or within
such period shall have published such notice in a financial newspaper of
widespread circulation published in The City of New York (including, without
limitation, The Wall Street Journal).  After payment to the Company, Holders
entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another Person, and all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

SECTION 8.05.  INDEMNITY FOR GOVERNMENT OBLIGATIONS.

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

                                       59
<PAGE>

SECTION 8.06.  REINSTATEMENT.

     If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with this Article 8 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 Senior Notes shall be revived
and reinstated as though no deposit had occurred pursuant to this Article 8
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article 8;
provided, however, that, if the Company has made any payment of principal of,
premium, if any, and any accrued and unpaid interest on, and Liquidated Damages,
if any, with respect to any Senior Notes use of the reinstatement of its
Obligations, the Company shall be subrogated to the Holders' rights to receive
such payment from the money or U.S. Government Obligations the Trustee or Paying
Agent holds.

                                   ARTICLE 9
                                  AMENDMENTS

SECTION 9.01.  AMENDMENTS AND SUPPLEMENTS PERMITTED WITHOUT CONSENT OF HOLDERS

     Notwithstanding Section 9.02 hereof, the Company and the Trustee may amend
or supplement this Indenture or the Senior Notes without the consent of any
Holder (a) to cure any ambiguity, defect or inconsistency; (b) to provide for
uncertificated Senior Notes in addition to or in place of certificated Senior
Notes; (c) to provide for the assumption by a Successor Corporation of the
Company's Obligations to the Holders in the event of a Disposition pursuant to
Article 5; (d) to comply with the Commission's requirements to effect or
maintain the qualification of this Indenture under the TIA; (e) to provide for
guarantees with respect to the Senior Notes; or (f) to make any change that does
not materially adversely affect any Holder's legal rights under this Indenture.

     Upon the Company's request, after receipt by the Trustee of a resolution of
the Board of Directors authorizing the execution of any amended or supplemental
indenture, the documents described in Section 9.06 hereof, the Trustee shall
join with the Company in the execution of any amended or supplemental indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be contained in any such
amended or supplemental indenture, but the Trustee shall not be obligated to
enter into an amended or supplemental indenture that affects its own rights,
duties or immunities under this Indenture or otherwise.

SECTION 9.02.  AMENDMENTS AND SUPPLEMENTS REQUIRING CONSENT OF HOLDERS

     Subject to Section 6.07 hereof, the Company and the Trustee may amend or
supplement this Indenture or the Senior Notes with the written consent of the
Holders of at least a majority in aggregate principal amount of the then
outstanding Senior Notes (including consents obtained in connection with a
tender offer or exchange offer for the Senior Notes).  Subject to Sections 6.04

                                       60
<PAGE>

and 6.07 hereof, the Holders of a majority in aggregate principal amount of the
Senior Notes then outstanding (including consents obtained in connection with a
tender offer or exchange offer for the Senior Notes) may also waive any existing
Default or Event of Default (other than a payment Default) and its consequences
or compliance in a particular instance by the Company with any provision of this
Indenture or the Senior Notes.

     Upon the Company's request and after receipt by the Trustee of a resolution
of the Board of Directors authorizing the execution of any supplemental
indenture, evidence of the Holders' consent, and the documents described in
Section 9.06 hereof, the Trustee shall join with the Company in the execution of
such amended or supplemental indenture unless such amended or supplemental
indenture affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but not
be obligated to, enter into such amended or supplemental indenture.

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

     After an amendment or waiver under this Section becomes effective, the
Company shall mail to each Holder affected thereby a notice briefly describing
the amendment, supplement or waiver.  Any failure of the Company to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such amended or supplemental indenture or waiver.  Without
the consent of each Holder affected, an amendment, supplement or waiver under
this Section may not (1) reduce the principal amount of Senior Notes whose
Holders must consent to an amendment, supplement or waiver; (2) reduce the rate
of or change the time for payment of interest, including default interest as set
forth in Section 4.01 hereof, or Liquidated Damages on any Senior Note or alter
the redemption or purchase provisions with respect thereto (other than the
provisions of Sections 4.13 and 4.14 hereof) or the price at which the Company
is required to offer to purchase any Senior Note; (3) reduce the principal of or
change the fixed maturity of any Senior Note; (4) make any Senior Note payable
in money other than that stated in the Senior Note; (5) make any change in
Section 6.04 or 6.07 hereof or in this sentence of this Section 9.02 hereof; or
(6) waive a default in the payment of the principal of, or premium, if any, or
any accrued and unpaid interest on, or Liquidated Damages, if any, with respect
to, or redemption or purchase payment with respect to, any Senior Note (except a
rescission of acceleration of the Senior Notes by the Holders of at least a
majority in aggregate principal amount of the then outstanding Senior Notes and
a waiver of the payment default that resulted from such acceleration).

SECTION 9.03.  COMPLIANCE WITH TIA.

     Every amendment or supplement to this Indenture or the Senior Notes shall
be set forth in an amended supplemental indenture that complies with the TIA as
then in effect.

SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Senior Note is a continuing consent by the Holder and every
subsequent Holder of a Senior

                                       61
<PAGE>

Note or portion of a Senior Note that evidences the same Indebtedness as
the consenting Holder's Senior Note, even if notation of the consent is not made
on any Senior Note. However, any such Holder or subsequent Holder may revoke the
consent as to his or her Senior Note or portion of a Senior Note if the Trustee
receives the notice of revocation before the date on which the Trustee receives
an Officer's Certificate certifying that the Holders of the requisite principal
amount of Senior Notes have consented to the amendment or waiver.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders of Senior Notes entitled to consent to any
amendment or waiver.  If a record date is fixed, then, notwithstanding the
provisions of the immediately preceding paragraph, those Persons who were
Holders of Senior Notes at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to consent to such amendment or waiver
or to revoke any consent previously given, whether or not such Persons continue
to be Holders of Senior Notes after such record date.  No consent shall be valid
or effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Senior Notes required hereunder for such
amendment or waiver to be effective shall have also been given and not revoked
within such 90-day period.

     After an amendment or waiver becomes effective it shall bind every Holder,
unless it is of the type described in any of clauses (1) through (6) of Section
9.02 hereof.  In such case, the amendment or waiver shall bind each Holder who
has consented to it and every subsequent Holder of a Senior Note that evidences
the same debt as the consenting Holder's Senior Note.

SECTION 9.05.  NOTATION ON OR EXCHANGE OF SENIOR NOTES.

     The Trustee may (at the Company's expense) place an appropriate notation
about an amendment, supplement or waiver on any Senior Note thereafter
authenticated.  The Company in exchange for all Senior Notes may issue and the
Trustee shall authenticate new Senior Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Senior Note shall
not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.  TRUSTEE PROTECTED.

     The Trustee shall sign any amendment or supplemental indenture authorized
pursuant to this Article 9 if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  If it does, the
Trustee may, but need not, sign it.  In signing such amendment or supplemental
indenture, the Trustee shall be entitled to receive and, subject to Section 7.01
hereof, shall be fully protected in relying upon, an Officers' Certificate and
Opinion of Counsel as conclusive evidence that such amendment or supplemental
indenture is authorized or permitted by this Indenture, that it is not
inconsistent herewith, and that it will be valid and binding upon the Company in
accordance with its terms.  The Company may not sign an amendment or
supplemental indenture until the Board of Directors approves it.

                                       62
<PAGE>

SECTION 9.07.  PAYMENT FOR CONSENTS.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder of
Senior Notes for or as an inducement to any consent, waiver or amendment of any
of the terms or provisions of this Indenture or the Senior Notes unless such
consideration is offered to be paid or agreed to be paid to all Holders of the
Senior Notes that consent, waive or agree to amend in the time frame set forth
in the solicitation documents relating to such consent, waiver or agreement.

                                  ARTICLE 10
                                 MISCELLANEOUS

SECTION 10.01. TRUST INDENTURE ACT CONTROLS.

     If any provision of this Indenture limits, qualifies, or conflicts with the
duties imposed by operation of section 318(c) of the TIA, the imposed duties
shall control.

SECTION 10.02. NOTICES.

     Any notice or communication by the Company or the Trustee to the other is
duly given if in writing and delivered in person, mailed by registered or
certified mail, postage prepaid, return receipt requested or delivered by
telecopier or overnight air courier guaranteeing next day delivery to the
other's address:

If to the Company:

National Restaurant Enterprises Holdings, Inc.
2215 Enterprise Drive
Suite 1502
Westchester, Illinois  60154
Attention:  Chief Financial Officer
Telecopier No.: (708) 947-2161

with a copy to:

Mayer, Brown & Platt
1675 Broadway
New York, New York 10019
Attention: James B. Carlson, Esq.
Telecopier No.: (212) 262-1910

If to the Trustee:

State Street Bank and Trust Company
2 Avenue de Lafayette-6th Floor
Boston, Massachusetts 02111-1724

                                       63
<PAGE>

Attention:  Corporate Trust Administration
Re:  National Restaurant Enterprises Holdings, Inc.
Telephone:  (617) 662-1740
Telecopier  (617) 662-1460

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

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; the date receipt is acknowledged, if mailed by registered or
certified mail; when answered back, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first-class mail
to his or her address shown on the register kept by the Registrar.  Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

SECTION 10.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

     Holders may communicate pursuant to section 312(b) of the TIA with other
Holders with respect to their rights under this Indenture or the Senior Notes.
The Company, the Trustee, the Registrar and any other Person shall have the
protection of section 312(c) of the TIA.

SECTION 10.04. 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:

     (a) an Officers' Certificate (which shall include the statements set forth
in Section 10.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

     (b) an Opinion of Counsel (which shall include the statements set forth in
Section 10.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with.

SECTION 10.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to section 314(a)(4) of the TIA) shall include:

                                       64
<PAGE>

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

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

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

     (d)  a statement as to whether, in such Person's opinion, such condition or
covenant has been complied with.

SECTION 10.06. RULES BY TRUSTEE AND AGENTS.

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

SECTION 10.07. LEGAL HOLIDAYS.

     If a payment date is a Legal Holiday at a place of payment, payment may be
made at that place on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.

SECTION 10.08. NO RECOURSE AGAINST OTHERS.

     No officer, employee, director, stockholder or Subsidiary of the Company
shall have any liability for any Obligations of the Company under the Senior
Notes or this Indenture, or for any claim based on, in respect of, or by reason
of, such Obligations or the creation of any such Obligation, except, in the case
of a Subsidiary, for an express guarantee or an express creation of any Lien by
such Subsidiary of the Company's Obligations under the Senior Notes issued in
accordance with this Indenture.  Each Holder by accepting a Senior Note waives
and releases all such liability, and such waiver and release is part of the
consideration for the issuance of the Senior Notes.

SECTION 10.09. COUNTERPARTS.

     This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

SECTION 10.10. VARIABLE PROVISIONS.

     The Company initially appoints the Trustee as Paying Agent, Registrar and
authenticating agent.

                                       65
<PAGE>

     The first compliance certificate to be delivered by the Company to the
Trustee pursuant to Section 4.03 hereof shall be for the fiscal year ending on
December 30, 1996.

SECTION 10.11. GOVERNING LAW.

     The internal laws of the State of New York shall govern this Indenture and
the Senior Notes, without regard to the conflict of laws provisions thereof.

SECTION 10.12. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

     This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any of its Subsidiaries, and no other indenture,
loan or debt agreement may be used to interpret this Indenture.

SECTION 10.13. SUCCESSORS.

     All agreements of the Company in this Indenture and the Senior Notes shall
bind its successor.  All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 10.14. SEVERABILITY.

     If any provision in this Indenture or in the Senior 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 10.15. 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 or provisions hereof.

                           [SIGNATURE PAGE FOLLOWS]

                                       66
<PAGE>

Dated as of June 29, 2001     NATIONAL RESTAURANT ENTERPRISES
                              HOLDINGS, INC.

                              By:  /s/ A. Richard Caputo
                                   ----------------------------
                              Name:   A. Richard Caputo
                              Title:   Vice President



Dated as of June 29, 2001     STATE STREET BANK AND TRUST
                              COMPANY
                              as Trustee

                              By:  /s/ Steven T. Quigley
                              ---------------------------------
                              Name:  Steven T. Quigley
                              Title:  Assistant Vice President

                                       67
<PAGE>

                                                                       EXHIBIT A
                             (Face of Senior Note)
                         10 3/4% Senior Note due 2007

No.                               $__________

CUSIP No.

                NATIONAL RESTAURANT ENTERPRISES HOLDINGS, INC.

promises to pay to
or registered assigns,
the principal sum of
Dollars on November 15, 2007.
Interest Payment Dates: May 15 and November 15.
Record Dates: May 1 and November 1.

                              Dated:  __________ __, 2001


                              NATIONAL RESTAURANT ENTERPRISES
                              HOLDINGS, INC.

                              By:____________________________
                              Name:
                              Title:


Trustee's Certificate of Authentication
Dated:________________________
This is one of the [Global] Senior Notes referred to in the within-mentioned
Indenture:

STATE STREET BANK AND TRUST COMPANY
as Trustee

By:___________________________
     (Authorized Signatory)

[Unless and until it is exchanged in whole or in part for Senior Notes in
definitive form, this Senior Note may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary of
any such nominee to a successor Depositary or a nominee of such successor
Depositary.  The Depositary Trust Company shall act as the Depositary until a
successor shall be appointed by the Company and the Registrar.  Unless this
Certificate is presented by an authorized representative of The Depositary Trust
Company (55 Water Street, New York, New York) ("DTC"), to the issuer or its
                                                ---
agent for registration of the transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as may be
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY

                                      A-1
<PAGE>

PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]/1/

      THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
      IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
      STATES SECURITIES ACT OF 1933 ("THE "SECURITIES ACT"), AND THE SECURITY
                                      -------------------
      EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
      ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
      PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
      SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
      THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THE
      SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
      SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)
      (a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER
      THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
      144A, (b)  IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
      SECURITIES ACT, OR (c) IN ACCORDANCE WITH ANOTHER EXEMPTION FORM THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
      OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
      EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
      SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
      ABOVE. Additional provisions of this Senior Note are set forth on the
      other side of this Senior Note.

_________________
/1/   This paragraph should be included only if the Senior Note is issued in
global form.

                                    A-2
<PAGE>

                             (Back of Senior Note)
                   10-3/4% SERIES [A/B] SENIOR NOTE DUE 2007

     1. Interest. National Restaurant Enterprises Holdings, Inc. (the
"Company") promises to pay interest on the principal amount of the Senior Notes
--------
at the rate and in the manner specified below.  Interest on the Senior Notes
will accrue at 10-3/4% per annum.  Interest and Liquidation Damages, if any,
will be payable semiannually in cash in arrears on May 15 and November 15 of
each year, or if any such day is not a Business Day on the next succeeding
Business Day (each, an "Interest Payment Date").  Interest on the Senior Notes
                        ---------------------
will accrue from the most recent date on which interest has been paid, or if no
interest has been paid, from May 15, 2001.  To the extent lawful, the Company
shall pay interest (including Post-Petition Interest) on (i) overdue principal
and premium at the rate equal to 2% per annum in excess of the then applicable
interest rate on the Senior Notes, compounded semiannually and (ii) overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace period) at the same rate as set forth in clause (i), compounded
semiannually.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

     2. Method of Payment.  The Company will pay interest on the Senior Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered holders of Senior Notes at the close of business on the record date
for the next Interest Payment Date even if such Senior Notes are cancelled after
such record date and on or before such Interest Payment Date.  Holders must
surrender Senior Notes to a Paying Agent to collect principal payments on such
Senior Notes.  The Company will pay principal, premium, if any, interest and
Liquidation Damages, if any, in money of the United States that at the time of
payment is legal tender for payment of public and private debts.  The Company
will pay principal, premium, if any, interest and Liquidated Damages, if any, by
wire transfer of immediately available funds to the accounts specified by the
Holders or, if no such account is specified, by mailing a check to each such
Holder's registered address; provided that payment by wire transfer of
                             --------
immediately available funds will be required with respect to principal, premium,
if any, interest and Liquidated Damages, if any, on all Global Senior Notes.

     3. Paying Agent and Registrar.   State Street Bank and Trust Company (the
"Trustee") will initially act as the Paying Agent and Registrar.  The Company
 -------
may appoint additional paying agents or co-registrars, and change the Paying
Agent, any additional paying agent, the Registrar or any co-registrar without
prior notice to any Holder.  The Company or any of its Subsidiaries may act in
any such capacity.

     4. Indenture.   The Company issued the Senior Notes under an Indenture,
dated as of June 29, 2001 (the "Indenture"), among the Company and the Trustee.
The terms of the Senior Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code (S)(S) 77aaa-77bbbb) as in effect on the date of the original issuance
of the Senior Notes (the "Trust Indenture Act").  The Senior Notes are subject
                          -------------------
to, and qualified by, all such terms, certain of which are summarized herein,
and Holders are referred to the Indenture and the Trust Indenture Act for a
statement of such terms (all capitalized terms not defined herein shall have the
meanings assigned them in the Indenture).  The Senior Notes are unsecured senior
obligations of the Company limited to [___________________] in aggregate
principal amount.

                                      A-3
<PAGE>

     5.   Optional Redemption. The Senior Notes may not be redeemed at the
option of the Company prior to November 15, 2001. During the twelve (12) month
period beginning November 15 of the years indicated below, the Senior Notes will
be redeemable at the option of the Company, in whole in part, on at least 30 but
not more than 60 days' notice to each Holder of Senior Notes to be redeemed, at
the redemption prices (expressed as percentages of the principal amount) set
forth below, plus any accrued and unpaid interest and Liquidated Damages, if
any, to the date of redemption:

          Year                                           Percentage
          ----                                           ----------
          2001........................................    104.0000%
          2002........................................    102.0000%
          2003 and thereafter.........................    100.0000%

     6.   Mandatory Redemption.  Subject to the Company's obligation to make an
offer to purchase Senior Notes under certain circumstances pursuant to Sections
4.13 and 4.14 of Indenture (as described in paragraph 7 below), the Company is
not required to make any mandatory redemption, purchasing or sinking funds
payments with respect to the Senior Notes.

     7.   Mandatory Offers to Purchase Senior Notes. (a) Upon the occurrence of
a Change of Control, each Holder of Senior Notes shall have the right to require
the Company to purchase all or any part of such Holder's Senior Notes pursuant
to an Offer (as defined herein) at a purchase price equal to 101% of the
aggregate principal amount thereof, plus any accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase.

          (b)  If the Company or any Restricted Subsidiary consummates one or
more Asset Sales and does not use all of the Net Proceeds from such Asset Sales
as provided in the Indenture, the Company will be required, under certain
circumstances, to utilize the Excess Proceeds from such Asset Sales to make an
Offer (as defined herein) to purchase Senior Notes at a purchase price equal to
100% of the principal amount of the Senior Notes, plus any accrued and unpaid
interest and Liquidated Damages, if any, to the date of purchase. If the Excess
Proceeds are insufficient to purchase all Senior Notes tendered pursuant to any
Asset Sale Offer, the Trustee shall select the Senior Notes to be purchased in
accordance with the terms of the Indenture.

          (c)  Holders may tender all or, subject to paragraph 8 below, any
portion of their Senior Notes in a Change of Control Offer or Asset Sale Offer
(collectively, an "Offer") by completing the form below entitled "OPTION OF
                   -----
HOLDER TO ELECT PURCHASE."

          (d)  The Company shall comply with Rule 14e-1 under the Exchange Act
and any other securities laws and regulations to the extent such laws and
regulations are applicable to any Offer. To the extent that the provisions of
any of such securities laws or regulations conflict with provisions of this
Indenture, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Indenture by virtue thereof.

     8.   Notice of Redemption or Purchase.  Notice of an optional redemption or
an Offer will be mailed to each Holder at its registered address at least 30
days but not more than 60 days before the date of redemption or purchase.
Senior Notes may be redeemed or purchased in part.

                                      A-4
<PAGE>

On or after any date on which Senior Notes are redeemed or purchased, interest
ceases to accrue on the Senior Notes or portions thereof called for redemption
or accepted for purchase on such date.

     9.   Denominations, Transfer, Exchange. The transfer of Senior Notes may be
registered and Senior Notes may be exchanged as provided in the Indenture.
Holders seeking to transfer or exchange their Senior Notes may be required,
among other things, to furnish appropriate endorsements and transfer documents
and to pay any taxes and fees required by law or permitted by the Indenture. The
Paying Agent need not exchange or register the transfer of any Senior Note or
portion of a Senior Note selected for redemption or tendered pursuant to an
Offer. Also, it need not exchange or register the transfer of any Senior Notes
for a period of 15 Business Days before a selection of Senior Notes to be
redeemed or purchased or between a record date and the next succeeding Interest
Payment Date.

     10.  Persons Deemed Owners. The registered Holder of a Senior Note may be
treated as its owner for all purposes.

     11.  Amendments and Waivers. Subject to certain exceptions, the Indenture
or the Senior Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Senior Notes, and any existing Default (except a payment Default) may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Senior Notes. Without the consent of any Holder, the Indenture or
the Senior Notes may be amended to: cure any ambiguity, defect or inconsistency;
provide for uncertificated Senior Notes in addition to or in place of
certificated Senior Notes; provide for the assumption of the Company's
obligations in the event of a merger or consolidation of the Company in which
the Company is not the surviving corporation or a sale of substantially all of
the Company's assets to such other corporation; comply with the Securities and
Exchange Commission's requirements to effect or maintain the qualification of
the Indenture under the Trust Indenture Act; provide for additional Guarantees
with respect to the Senior Notes; or, make any change that does not materially
adversely affect any Holder's rights under the Indenture.

     12.  Defaults and Remedies. Events of Default include: default for 30 days
in payment of interest on, or Liquidated Damages, if any, with respect to, the
Senior Notes; default in payment when due of principal or premium, if any, with
respect to the Senior Notes; failure by the Company for 45 days after notice to
it to comply with any of its other agreements or covenants in, or provisions of,
the Indenture or the Senior Notes; certain defaults under and acceleration prior
to maturity of, or failure to pay at maturity, certain other Indebtedness;
certain final judgments that remain undischarged; and certain events of
bankruptcy or insolvency involving the Company or any Restricted Subsidiary that
is a Significant Subsidiary. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the Senior
Notes may declare all the Senior Notes to be immediately due and payable in an
amount equal to the principal of, premium, if any, and any accrued and unpaid
interest on, and Liquidated Damages, if any, with respect to such Senior Notes;
provided, however, that in the case of an Event of Default arising from certain
--------  -------
events of bankruptcy or insolvency, the principal of, premium, if any, and any
accrued and unpaid interest on, and Liquidated Damages, if any, with respect to
the Senior Notes becomes due and payable immediately without further action or
notice. Subject to certain exceptions, Holders of a majority in principal amount
of the then outstanding Senior Notes may direct the Trustee in its exercise of
any trust or power,

                                      A-5
<PAGE>

provided that the Trustee will be under no obligation to exercise any of its
--------
rights or powers under the Indenture at the request of Holders unless such
Holders have offered to the Trustee security and indemnity satisfactory to it.
Holders may not enforce the Indenture or the Senior Notes except as provided in
the Indenture. The Trustee may withhold from Holders notice of any continuing
default (except a payment Default) if it determines that withholding notice is
in their interests. The Company must furnish an annual compliance certificate to
the Trustee.

     13.  Trustee Dealings With The Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or any Affiliate, and may otherwise deal with the
Company or any Affiliate, as if it were not Trustee.

     14.  No Recourse Against Others. No officer, employee, director,
stockholder or Subsidiary of the Company shall have any liability for any
Obligations of the Company under the Senior Notes or the Indenture, or for any
claim based on, in respect of, or by reason of, such Obligations or the creation
of any such Obligation, except, in the case of a Subsidiary, for an express
guarantee or an express creation of any Lien by such Subsidiary of the Company's
Obligations under the Senior Notes. Each Holder by accepting a Senior Note
waives and releases all such liability, and such waiver and release is part of
the consideration for the issuance of the Senior Notes.

     15.  Successor Substituted. Upon the consolidation or merger by the Company
with or into another corporation, or upon the sale, lease, conveyance or other
disposition of all or substantially all of its assets to another corporation, in
accordance with the Indenture, the corporation surviving any such merger or
consolidation (if not the Company) or the corporation to which such assets were
sold or transferred to shall succeed to, and be substituted for, and may
exercise every right and power of the Company under the Indenture with the same
effect as if such surviving or other corporation had been named as the Company
in the Indenture.

     16.  Governing Law. This Senior Note shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to the
conflict of laws provisions thereof.

     17.  Authentication. This Senior Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

     18.  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).

     19.  CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Senior Note Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Senior Notes and have directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as
printed on the Senior Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers printed on the
Senior Notes.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture, which has in it the text of this Senior Note in
larger type. Request may be made to:

                                      A-6
<PAGE>

                National Restaurant Enterprises Holdings, Inc.
                       2215 Enterprise Drive, Suite 1502
                          Westchester, Illinois 60154
                      Attention: Chief Financial Officer

                                      A-7
<PAGE>

                                ASSIGNMENT FORM

To assign this Senior Note, fill in the form below: (I) or (we) assign and
transfer this Senior Note to:

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

and irrevocably appoint____________________________________________as agent to
transfer this Senior Note on the books of the Company.  The agent may substitute
another to act for him.


Date:________________________       Your Signature:_____________________________
                                    (Sign exactly as your name appears on the
                                    face of this Senior Note)


Signature Guarantee:

______________________________

                                      A-8
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE

     If you elect to have this Senior Note purchased by the Company pursuant to
Section 4.13 of the Indenture, check the box: /S//B/

     If you elect to have this Senior Note purchased by the Company pursuant to
Section 4.14 of the Indenture, check the box: /S//B/

     If you elect to have only part of this Senior Note purchased by the Company
pursuant to Section 4.13 or 4.14 of the Indenture, state the amount (multiples
of $1000 only):

$____________________________

Date:_______________      Your Signature:_______________________________________
                                         (Sign exactly as your name appears on
                                         the other side of this Senior Note)
Signature Guarantee:

___________________________________

                                      A-9
<PAGE>

              SCHEDULE OF EXCHANGES OF DEFINITIVE SENIOR NOTES/2/

     The following exchanges of a part of this Global Senior Note for Definitive
Senior Notes have been made:

<TABLE>
<CAPTION>
                                                                           Principal Amount of this         Signature of
  Date of Exchange      Amount of decrease in    Amount of increase in        Global Senior Note        authorized officer of
                         Principal Amount of      Principal Amount of       following such decrease       Trustee or Senior
                       this Global Senior Note  this Global Senior Note          (or increase)             Note Custodian
                       -----------------------  -----------------------    -------------------------    ---------------------
<S>                    <C>                      <C>                        <C>                          <C>
</TABLE>

___________________________
/2/  This should be included only if the Senior Note is issued in global form.

                                     A-10
<PAGE>

                                                                       EXHIBIT B

                   CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                  OR REGISTRATION OF TRANSFER OF SENIOR NOTES


                                                        ----------------,-------


Re:  10-3/4% Series [A/B] Senior Notes due 2007 of National Restaurants
     Enterprises Holdings, Inc.

This Certificate relates to $__________ principal amount of Senior Notes held in
* ________ book-entry or * _________ definitive form by __________ (the
"Transferor").
 ----------
The Transferor*:

     [_]  has requested the Trustee by written order to deliver in exchange for
its beneficial interest in the Global Senior Note held by the Depositary a
Senior Note or Senior Notes in definitive, registered form equal to its
beneficial interest in such Global Senior Note (or the portion thereof indicated
above); or

     [_]  has requested the Trustee by written order to exchange or register the
transfer of a Senior Note or Senior Notes.

     In connection with such request and in respect of each such Senior Note,
the Transferor does hereby certify that the Transferor is familiar with the
Indenture relating to the above captioned Senior Notes and that the transfer of
this Senior Note does not require registration under the Securities Act (as
defined below) because:*

     [_]  /S//B/ Such Senior Note is being acquired for the Transferor's own
account without transfer (in satisfaction of Section 2.06(a)(ii)(A) or Section
2.06(d)(i)(A) of the Indenture).

     [_]  /S//B/ Such Senior Note is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act"), in reliance on Rule 144A.
                 --------------

     [_]  /S//B/ Such Senior Note is being transferred (i) in accordance with
Rule 144 under the Securities Act (and based on an opinion of counsel if the
Company so requests) or (ii) pursuant to an effective registration statement
under the Securities Act.

     [_]  /S//B/ Such Senior Note is being transferred to an accredited investor
within the meaning of Rule 501(a) under the Securities Act pursuant to a private
placement exemption from the registration requirements of the Securities Act
(and based on an opinion of counsel if the Company so requests together with a
certification in substantially the form of Exhibit C to the Indenture).

___________
*    Check applicable box.

                                      B-1
<PAGE>

     [_]  /S//B/ Such Senior Note is being transferred in reliance on and in
compliance with another exemption from the registration requirements of the
Securities Act (and based on an opinion of counsel if the Company so requests).


                                        ________________________________________
                                        [INSERT NAME OF TRANSFEROR]


                                        By:
                                             ___________________________________
                                             Name:
                                             Title
                                             Address:

                                      B-2
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
                                                                            Page

                                                                       EXHIBIT C

                    FORM OF CERTIFICATE TO BE DELIVERED BY
                             ACCREDITED INVESTORS

                                                      ------------------'-------



State Street Bank and Trust Company, as Registrar
Attention: Corporate Trust Department
Ladies and Gentlemen:

     In connection with our proposed purchase of certain 10-3/4% Series [A/B]
Senior Notes due 2007 (the "Senior Notes") of National Restaurant Enterprises
                            ------------
Holdings, Inc., a Delaware corporation (the "Company"), we represent that:
                                             -------

          (i)   we are an "accredited investor" within the meaning of Rule
     501(a) under the Securities Act (an "Accredited Investor");
                                          -------------------

          (ii)  any purchase of Senior Notes will be for our own account or for
     the account of one or more other Accredited Investors as to which we
     exercise sole investment discretion;

          (iii) we have such knowledge and experience in financial and business
     matters that we are capable of evaluating the merits and risks of
     purchasing Senior Notes and we and any accounts for which we are acting are
     able to bear the economic risks of our or their investment;

          (iv)  we are not acquiring Senior Notes with a view to any
     distribution thereof in a transaction that would violate the Securities Act
     or the securities laws of any State of the United States or any other
     applicable jurisdiction; provided that the disposition of our property and
                              --------
     the property of any accounts for which we are acting as fiduciary shall
     remain at all times within our control; and

          (v)   we acknowledge that we have had access to such financial and
     other information, and have been afforded the opportunity to ask such
     questions of representatives of the Company and receive answers thereto, as
     we deem necessary in connection with our decision to purchase Senior Notes.

     We understand that the Senior Notes have not been registered under the
Securities Act, and we agree, on our own behalf and on behalf of each account
for which we acquire any Senior Notes, that such Senior Notes my be offered,
resold, pledged or otherwise transferred only (i) to a person whom we reasonably
believe to be a qualified institutional buyer (as defined in Rule 144A under the
Securities Act) in a transaction meeting the requirements of Rule 144A, in a
transaction meeting the requirements of Rule 144 under the Securities Act, (ii)
to the Company or (iii) pursuant to an effective registration statement, and, in
each case, in accordance with any

                                      -1-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
                                                                            Page


applicable securities laws of any State of the United States or any other
applicable jurisdiction. We understand that the registrar will not be required
to accept for registration of transfer any Senior Notes, except upon
presentation of evidence satisfactory to the Company that the foregoing
restrictions on transfer have been complied with. We further understand that the
Senior Notes purchased by us will be in the form of definitive physical
certificates and that such certificates will bear a legend reflecting the
substance of this paragraph. We further agree to provide to any person acquiring
any of the Senior Notes from us a notice advising such person that resales of
the Senior Notes are restricted as stated herein.

     We acknowledge that you, the Company and others will rely upon our
confirmations, acknowledgements and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.

                                             Very truly yours,



                                             ___________________________________
                                             [Name of Transferor]



                                             By:________________________________
                                                Name:
                                                Title:
                                                Address:

                                      -2-