<PAGE>
                             FLOORING AMERICA, INC.

                   (FORMERLY KNOWN AS THE MAXIM GROUP, INC.),
                                   AS ISSUER,
                                      AND
                          THE GUARANTORS NAMED HEREIN

                                      AND
                STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE
                          FIFTH SUPPLEMENTAL INDENTURE

                           DATED AS OF MARCH 21, 2000
                                       TO
                                   INDENTURE
                          DATED AS OF OCTOBER 16, 1997

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

                   9 1/4% SENIOR SUBORDINATED NOTES DUE 2007
<PAGE>
    FIFTH SUPPLEMENTAL INDENTURE, dated as of March 21, 2000, by and among
Flooring America, Inc. (formerly known as The Maxim Group, Inc.), a Delaware
corporation (the "COMPANY"), and Maxim Industries, Inc., CarpetMAX of
Utah, Inc., GCO, Inc., Investor Management, Inc., GCO Carpet Outlet, Inc., Maxim
Retail Group, Inc., Flooring America Franchising, L.P. (formerly known as
Carpetmax, L.P.), Tri-R of Orlando, Inc., Maxim Equipment Leasing
Company, Inc., Bailey & Roberts CarpetMAX of Tennessee, Inc., Maxim Retail
Stores, Inc., C&S Textiles, Inc., CarpetsPlus of America, Inc., CarpetMAX Retail
Stores, Inc., Advance Floor Decorators, Inc., Colorado Carpet & Rugs, Inc.,
Everythingdecor, Inc., 4 Floors, Inc., Karen's Inc., Manasota Carpet, Inc.,
Floor Source Distributors, Inc. and Wadsworth & Owens Decorating Center, Inc.,
as guarantors (collectively, the "GUARANTORS"), and State Street Bank and Trust
Company, a Massachusetts trust company, as trustee (the "TRUSTEE").

    WHEREAS, the Company, the Guarantors and the Trustee are parties to an
Indenture, dated as of October 16, 1997, as supplemented (the "INDENTURE"), in
respect of $100,000,000 aggregate principal amount of the Company's 9 1/4%
Senior Subordinated Notes due 2007 (the "SECURITIES");

    WHEREAS, certain Events of Default exist as a result of certain repurchases
by the Company of its Common Stock during the year 1998 in violation of
Section 1009 of the Indenture (the "EXISTING RESTRICTED PAYMENT DEFAULTS");

    WHEREAS, the Company, the Guarantors and the Trustee desire to enter into,
and the Holders of at least a majority in aggregate principal amount of the
Securities (the "MAJORITY HOLDERS") have consented to and have directed the
Trustee to enter into, this Fifth Supplemental Indenture to amend the Indenture
and to waive the Existing Restricted Payment Defaults;

    WHEREAS, all conditions and requirements necessary to make this Fifth
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized; and

    WHEREAS, the Trustee has been instructed by the Majority Holders to enter
into an intercreditor agreement with Foothill Capital Corporation, as
Administrative Agent under the Credit Facility.

    NOW, THEREFORE, in consideration of the above premises, each party agrees,
for the benefit of each other party and for the equal and ratable benefit of the
Holders of the Securities, as follows:

                                   ARTICLE I
                             AMENDMENTS AND WAIVER

    Section 1.1  AMENDMENTS TO INDENTURE. The Indenture is hereby amended as
follows:

    (a)  Maxim Industries, Inc. (the "ADDITIONAL GUARANTOR") shall be a
Guarantor, a Restricted Subsidiary and a Wholly-Owned Restricted Subsidiary for
all purposes under the Indenture and each of the terms "Guarantor," Restricted
Subsidiary" and "Wholly-Owned Restricted Subsidiary" shall for all purposes
under the Indenture specifically include the Additional Guarantor.

    (b)  The Indenture is hereby amended to reflect the change in the corporate
name of the Company from "The Maxim Group, Inc." to "Flooring America, Inc."

    (c)  The Indenture is hereby amended to reflect the change in the legal name
of "Carpetmax, L.P." to "Flooring America Franchise, L.P."

    (d)  The definition of "Administrative Agent" set forth in Section 101 is
amended and restated to read in its entirety as follows:

        "Administrative Agent" means Foothill Capital Corporation, as Agent
    under the Credit Facility.

                                       2
<PAGE>
    (e)  The definition of "Consolidated Fixed Charge Coverage Ratio" contained
in Section 101 is amended and restated to read in its entirety as follows:

        "Consolidated Fixed Charge Coverage Ratio" shall mean, with respect to
    the Company and its Subsidiaries on a consolidated basis for any period, the
    ratio of (a) the greater of (i) EBITDA or (ii) zero, to (b) interest expense
    during such period.

    (f)  The definition of "Credit Facility" contained in Section 101 is amended
and restated to read in its entirety as follows:

        "Credit Facility" means the Loan and Security Agreement, dated as of
    January 28, 2000, among the Company, the Company's Subsidiary corporations
    and partnerships identified as borrowers or guarantors therein, the lenders
    from time to time party thereto, and Foothill Capital Corporation, as
    administrative agent, including any related notes, guarantees, collateral
    documents, instruments and agreements executed in connection therewith and
    all other Loan Documents (as defined in the Credit Facility), as such credit
    agreement and/or related documents may be amended, restated, supplemented,
    renewed, replaced or otherwise modified from time to time whether or not
    with the same agent, trustee, lenders or holders, and, subject to the
    provisos to the next sentence, irrespective of any changes in the terms and
    conditions thereof. Without limiting the generality of the foregoing, the
    term "Credit Facility" shall include any amendment, amendment and
    restatement, renewal, extension, restructuring, supplement or modification
    to the Credit Facility and all refundings, refinancings and replacements of
    the Credit Facility, including any agreement (i) extending the maturity of
    any Indebtedness incurred thereunder or contemplated thereby, (ii) adding or
    deleting borrowers or guarantors thereunder, so long as borrowers and
    issuers include the Company and its successors and assigns,
    (iii) increasing the amount of Indebtedness incurred thereunder or available
    to be borrowed thereunder, PROVIDED that on the date such Indebtedness is
    incurred it would not exceed the amount permitted to be incurred by
    clause (i) of paragraph (b) of Section 1008 or (iv) otherwise altering the
    terms and conditions thereof; PROVIDED, FURTHER, that in the case of clauses
    (i) through (iv), any such agreement is not prohibited by the terms of this
    Indenture.

    (g)  The definition of "Indenture Obligations" set forth in Section 101 is
amended and restated to read in its entirety as follows:

        "Indenture Obligations" means the obligations of the Company and any
    other obligor under this Indenture, under the Securities or under any of the
    Security Documents including any Guarantor, to pay principal of, premium, if
    any, and interest when due and payable, and all other amounts due or to
    become due under or in connection with this Indenture, the Securities or any
    Security Document and the performance of all other obligations to the
    Trustee and the Holders under this Indenture, the Securities and the
    Security Documents, according to the respective terms hereof and thereof.

    (h)  The definition of "Maturity" set forth in Section 101 is amended and
restated to read in its entirety as follows:

        "Maturity" means, when used with respect to the Securities, the date on
    which the principal of the Securities becomes due and payable as therein
    provided or as provided in this Indenture, whether at Stated Maturity, by
    declaration of acceleration or otherwise.

    (i)  Clause (vii) of the second sentence of the definition of "Senior
Indebtedness" set forth in Section 101 is amended and restated to read in its
entirely as follows:

        (vii) that portion of any Indebtedness which at the time of issuance or
    incurrence is issued or incurred in violation of this Indenture.

                                       3
<PAGE>
    (j)  Section 101 is amended to include the following additional definitions
in the proper alphabetical order:

        "Collateral" means any and all collateral under the Security Documents.

        "Collateral Party" means the Company, each Guarantor and each other
    Person that provides collateral security for the Indenture Obligations
    pursuant to the Security Documents.

        "Consulting Agreement" means, collectively, the letter of understanding,
    dated February 8, 2000, between the Company and E&Y Restructuring, LLC, and
    the letter of understanding, dated March 1, 2000, between the Company and
    Ernst & Young, LLP, each as modified by the letter agreement dated
    March 21, 2000, among the Company, E&Y Restructuring, LLC and Ernst & Young,
    LLP.

        "Deferred Purchase Amount" means, at any time of determination, the
    aggregate principal amount of the Outstanding Securities equal to the
    difference between (a) $15,000,000 and (b) the sum of (i) at any time from
    and after the closing of each purchase of Securities tendered, if any, under
    and in accordance with Section 1023 or, if no Securities are tendered
    thereunder, the Initial Deferred Purchase Date related to such offer, the
    aggregate principal amount of all Securities the Company shall have offered
    to purchase under and in accordance with Section 1023 and (ii) at any time
    from and after the closing of each purchase of Securities tendered, if any,
    under and in accordance with Section 1025 or, if no Securities are tendered
    thereunder, the Second Deferred Purchase Date related to such offer, the
    aggregate principal amount of all Securities the Company shall have offered
    to purchase under and in accordance with Section 1025.

        "Deferred Purchase Portion" means, in relation to the principal amount
    of each Security, at any time of determination, the fraction, expressed as a
    percentage, equal to (i) the Deferred Purchase Amount at such time, divided
    by (ii) the aggregate principal amount of the Outstanding Securities at such
    time. As of March 21, 2000, the Deferred Purchase Portion equals 21.127%.

        "Domestic Subsidiary" means each direct and indirect Subsidiary that is
    domiciled, incorporated or organized under the laws of any state or
    territory of the United States or the District of Columbia whether existing
    as of the date hereof or hereafter created or acquired.

        "EBITDA" means, for any period, the net income (or net loss) of the
    Company on a consolidated basis with its Subsidiaries for such period as
    determined in accordance with GAAP, (a) PLUS, to the extent reflected in the
    changes in the statement of net income for such period, the sum, without
    duplication, of the following (i) interest expense, (ii) taxes based upon
    income or profits, (iii) depreciation and amortization expense, and
    (iv) extraordinary losses, and (b) MINUS, to the extent reflected in the
    changes in the statement of net income for such period, extraordinary gains.

        "Fifth Supplemental Indenture" means the Fifth Supplemental Indenture to
    this Indenture, dated as of March 21, 2000.

        "First Tier Foreign Subsidiary" means each Foreign Subsidiary which is
    owned directly by the Company or a Guarantor.

        "Foreign Subsidiary" means any Subsidiary that is not a Domestic
    Subsidiary.

        "Intercreditor Agreement" means the Intercreditor Agreement, dated as of
    March 21, 2000, by and between the Trustee and the Administrative Agent, and
    acknowledged and agreed to by the Company and the Guarantors.

        "Mortgage" means any mortgage or deed of trust entered between the
    Company or one of its Subsidiaries and the Trustee to secure all or any part
    of the Indenture Obligations.

        "Permitted Liens" means (a) Liens securing the Indenture Obligations,
    (b) Liens securing Indebtedness permitted under Section 1008(b)(i) of this
    Indenture, (c) Liens for taxes not yet due or

                                       4
<PAGE>
    Liens for taxes being contested in good faith by appropriate proceedings for
    which adequate reserves determined in accordance with GAAP have been
    established (and as to which the property subject to any such Lien is not
    yet subject to foreclosure, sale, collection, levy or loss on account
    thereof), (d) Liens in respect of property imposed by law arising in the
    ordinary course of business such as materialmen's, mechanics',
    warehousemen's, carrier's, landlords' and other nonconsensual statutory
    Liens which are not yet due and payable or which are being contested in good
    faith by appropriate proceedings for which adequate reserves determined in
    accordance with GAAP have been established (and as to which the property
    subject to any such Lien is not yet subject to foreclosure, sale or loss on
    account thereof), (e) pledges or deposits made in the ordinary course of
    business to secure payment of worker's compensation insurance, unemployment
    insurance, pensions or social security programs, (f) Liens arising from good
    faith deposits in connection with or to secure performance of tenders, bids,
    leases, government contracts, performance and return-of-money bonds and
    other similar obligations incurred in the ordinary course of business (other
    than obligations in respect of the payment of borrowed money), (g) Liens
    arising from good faith deposits in connection with or to secure performance
    of statutory obligations and surety and appeal bonds, (h) easements,
    rights-of-way, restrictions (including zoning restrictions), matters of
    plat, minor defects or irregularities in title and other similar charges or
    encumbrances not, in any material respect, impairing the use of the
    encumbered property for its intended purposes, (i) judgment Liens that would
    not constitute an Event of Default, (j) Liens arising by virtue of any
    statutory or common law provision relating to banker's liens, rights of
    setoff or similar rights as to deposit accounts or other funds maintained
    with a creditor depository institution, (k) Liens existing on January 28,
    2000 and identified on SCHEDULE A to the Fifth Supplemental Indenture;
    PROVIDED THAT no such Lien shall extend to any property other than the
    property subject thereto on January 28, 2000 and (l) other Liens described
    in the definition of "Permitted Liens" (as defined in the Credit Facility as
    in effect on January 28, 2000).

        "Pledge Agreement" means the Pledge Agreement, dated as of March 21,
    2000, among the Company, the Guarantors and the Trustee.

        "Remaining Portion" means, in relation to the principal amount of each
    Security, at any time of determination, the fraction, expressed as a
    percentage, equal to (i) the difference between (a) the aggregate principal
    amount of the Outstanding Securities at such time and (b) the Deferred
    Purchase Amount at such time, DIVIDED by (ii) the aggregate principal amount
    of the Outstanding Securities at such time. As of March 21, 2000, the
    Remaining Portion equals 78.873%.

        "Security Agreement" means the Security Agreement, dated as of
    March 21, 2000, among the Company, the Guarantors and the Trustee.

        "Security Documents" mean, collectively, the Intercreditor Agreement,
    the Security Agreement, the Pledge Agreement, the Trademark Assignment, the
    Mortgages, and any other document, instrument or agreement executed and/or
    delivered by any Collateral Party securing the payment or performance of all
    or any part of the Indenture Obligations.

        "Senior Secured Creditor" means the Administrative Agent under the
    Credit Facility and any holder of Indebtedness permitted under
    Section 1008(b)(i) of this Indenture.

        "Trademark Assignment" means the Conditional Assignment and Trademark
    Security Agreement, dated as of March 21, 2000, among the Company, the
    Guarantors and the Trustee.

                                       5
<PAGE>
    (k)  Section 102 is amended to include the following additional information
in the proper alphabetical order:

<TABLE>
<CAPTION>
TERM                                                          DEFINED IN SECTION
----                                                          ------------------
<S>                                                           <C>
Asset Sale Proceeds Account.................................         1013
Consultant..................................................         1028
Definitive Offer............................................         1026
Definitive Offer Notice.....................................         1026
Definitive Purchase Date....................................         1026
Definitive Purchase Price...................................         1026
Determination Date..........................................          301
Increase Date...............................................          301
Initial Deferred Offer......................................         1023
Initial Deferred Offer Notice...............................         1023
Initial Deferred Purchase Note..............................         1023
Initial Deferred Purchase Price.............................         1023
Mandatory Offer.............................................         1024
Mandatory Offer Notice......................................         1024
Mandatory Purchase Date.....................................         1024
Mandatory Purchase Price....................................         1024
Price Reset Date............................................         1024
Second Deferred Offer.......................................         1025
Second Deferred Offer Notice................................         1025
Second Deferred Purchase Date...............................         1025
Second Deferred Purchase Price..............................         1025
Special Rate................................................          301
Standard Rate...............................................          301
</TABLE>

    (l)  The last paragraph of Section 106 is amended and restated to read in
its entirety as follows:

        Any notice required to be delivered to the lenders under the Credit
    Facility shall be sufficient for every purpose hereunder if in writing and
    mailed, first-class postage prepaid, or delivered by a nationally recognized
    overnight courier, to the Administrative Agent at 1111 Santa Monica
    Boulevard, Suite 1500, Los Angeles, California 90025, Attention: Business
    Finance Division Manager, Facsimile No. (310) 478-9788, with a copy to
    Foothill Capital Corporation, 60 State Street, Suite 1150, Boston, MA 02109,
    Attention: Todd Colpitts, Senior Account Executive Vice President, Facsimile
    No. (617) 722-9493 (with a copy to Paul, Hastings, Janofsky & Walker LLP,
    600 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia, Attention: Jesse
    H. Austin, III, Esq., Facsimile No. (404) 815-2424), or to such other
    address as may be designated in writing to the Trustee by the Administrative
    Agent.

    (m)  The phrase "Section 303, 304, 305, 306, 307, 308, 906, 1013, 1016 or
1108" contained in the first paragraph of Section 301 is deleted and replaced
with the phrase "Section 303, 304, 305, 306, 307, 308, 906, 1013, 1016, 1023,
1024, 1025, 1026 or 1108".

    (n)  Section 301 is amended to include the following at the end thereof:

        Anything to the contrary in the Indenture or any of the Securities
    notwithstanding, effective as of December 15, 1999, $739.58 of each
    $1,000.00 in principal amount of each Outstanding Security (I.E., an
    aggregate principal amount equal to $71,000,000) shall bear interest at a
    rate of 12.75% per annum and $260.42 of each $1,000.00 in principal amount
    of each Outstanding Security (i.e., an aggregate principal amount of
    $25,000,000) shall bear interest at the rate of 9.25% per annum; and,
    subject to the immediately succeeding paragraph, commencing March 21, 2000,
    the Remaining Portion of each Outstanding Security shall bear interest at a
    rate of 12.75% per annum, as such interest rate shall

                                       6
<PAGE>
    increase from time to time in accordance with the immediately succeeding
    sentences (the "Standard Rate"). The Standard Rate shall successively
    increase by .25% per annum on October 15, 2000 and on each April 15 and
    October 15 thereafter (October 15, 2000 and each April 15 and October 15
    thereafter is referred to herein as a "Increase Date"); PROVIDED, HOWEVER,
    that in the event that on the date that is two (2) Business Days immediately
    preceding any Increase Date (each, a "Determination Date") the Securities
    are rated lower than "B-" by S&P, the Standard Rate shall increase by .50%
    per annum on such Increase Date. Upon the occurrence and during the
    continuance of any Event of Default, the Standard Rate shall equal the
    greater of (a) 14.75% per annum and (b) the Standard Rate otherwise in
    effect. On each Determination Date, the Company shall deliver to the Trustee
    an Officer's Certificate certifying the rating assigned to the Securities by
    S&P on such Determination Date.

    The Deferred Purchase Portion of each Outstanding Security shall bear
interest (A) at all times during the period commencing March 21, 2000 through
December 31, 2000 while no Event of Default is continuing, at a rate of 13.75%
per annum and (B) at all times thereafter while no Event of Default is
continuing, at a rate of 15.00% per annum (such rate as in effect from time to
time, the "Special Rate"). Upon the occurrence and during the continuance of any
Event of Default, the Deferred Purchase Portion of the each Outstanding Security
shall bear interest at a rate of 2.00% per annum in excess of the Special Rate
otherwise applicable thereto pursuant to clause (A) or (B) above.

    (o)  Anything to the contrary notwithstanding, the Company shall not have
the right under Article Four to elect to be released from its obligations under
Sections 1023, 1024, 1025 or 1026.

    (p)  Clause (c) of Section 501 is amended and restated to read in its
entirety as follows:

        (c)(i) there shall be a default in the performance, or breach, of any
    covenant or agreement of the Company or any Guarantor under this Indenture
    or any Guarantee (other than a default in the performance, or breach, of a
    covenant or agreement which is specifically dealt with in clause (a) or
    (b) or in clause (ii), (iii), (iv), (v), (vi), (vii), (viii) or (ix) of this
    clause (c)) and such default or breach shall continue for a period of
    30 days after written notice has been given, by overnight mail, (x) to the
    Company by the Trustee or (y) to the Company and the Trustee by the holders
    of at least 25% in aggregate principal amount of the Outstanding Securities,
    which notice shall specify that it is a "notice of default," shall specify
    the performance, covenant or agreement the default in which or the breach of
    which shall have occurred and shall demand that such a default or breach be
    remedied; (ii) there shall be a default in the performance or breach of the
    provisions described in Article Eight herein; (iii) the Company shall have
    failed to make or consummate an Offer in accordance with the provisions of
    Section 1013 herein; (iv) the Company shall have failed to make or
    consummate a Change of Control Offer in accordance with the provisions of
    Section 1016 herein; (v) the Company shall have failed to make, or
    consummate on or prior to December 31, 2000, one or more Initial Deferred
    Offers to purchase in the aggregate at least $10,000,000 in aggregate
    principal amount of Securities in accordance with the provisions of
    Section 1023 herein; (vi) the Company shall have failed to make or
    consummate any Mandatory Offer in accordance with the provisions of
    Section 1024 herein; (vii) the Company shall have failed to make, or
    consummate on or prior to March 31, 2001, one or more Second Deferred Offers
    to purchase in the aggregate an aggregate principal amount of the Securities
    equal to the Deferred Purchase Amount in accordance with the provisions of
    Section 1025 herein; (viii) the Company shall have failed to make or
    consummate the Definitive Offer in accordance with the provisions of
    Section 1026 herein; or (ix) the Company shall default in the performance or
    breach of the provisions in Section 1027 herein;

    (q)  The period at the end of clause (i) of Section 501 is deleted and
replaced by a semi-colon, followed by the following new clauses:

        (j)  there shall be a default in the performance, or breach of any
    covenant or agreement of the Company or any other Collateral Party under any
    of the Security Documents and such default or

                                       7
<PAGE>
    breach shall continue for a period of 30 days after written notice has been
    given, by overnight mail, (x) to the Company by the Trustee or (y) to the
    Company and the Trustee by the holders of at least 25% in aggregate
    principal amount of the Outstanding Securities, which notice shall specify
    that it is a "notice of default," shall specify the performance, covenant or
    agreement the default in which or the breach of which shall have occurred
    and shall demand that such a default or breach be remedied; or

        (k)  (i) any Security Document shall for any reason cease to be, or
    shall for any reason be asserted in writing by the Company or any other
    Credit Party not to be, in full force and effect in accordance with its
    terms or (ii) any Lien purported to be created by any of the Security
    Documents shall cease to be valid, perfected, and with priority subordinate
    only to the Liens in favor of the Senior Secured Creditors Securing
    Indebtedness permitted under Section 1008(b)(i).

    (r)  The phrase "Sections 1013 and 1016" contained in Section 606 is deleted
and replaced with the phrase "Sections 1013, 1016, 1023, 1024, 1025 and 1026".

    (s)  Section 607 is amended to include the following new paragraph at the
end thereof:

        To secure the Company's payment obligations in this Section, the Trustee
    shall have a lien prior to the Securities on all money or property held or
    collected by the Trustee other than money or property held in trust to pay
    principal of and interest on particular Securities. When the Trustee incurs
    expenses after the occurrence of an Event of Default specified in
    Article 501(h) or (i) with respect to the Company, the expenses are intended
    to constitute expenses of administration under the Bankruptcy Law.

    (t)  Article Six is amended to include the following new Sections 615 and
616:

    Section 615.  ACTIONS OF TRUSTEE UNDER SECURITY DOCUMENTS.

    The Trustee shall act as a secured party under the Security Documents and
shall have the rights and obligations specified therein. The provisions of this
Indenture, including, but not limited to, Article Five and this Article Six
shall apply to all actions or failures to act of the Trustee thereunder.

    The Trustee's rights in the Collateral are subject to an Intercreditor
Agreement between the Trustee and the Administrative Agent, dated as of
March 21, 2000, pursuant to which the Administrative Agent may take certain
actions with respect to the Collateral that could result in the Trustee being
deprived of all or a portion of the value that Trustee's rights in the
Collateral might otherwise have.

    Section 616.  SEPARATE AND CO-TRUSTEES.

        (a)  If it deems such to be necessary or prudent in order to conform to
    any law of any jurisdiction in which all or part of the Collateral shall be
    situated or to make any claim or bring any suit with respect to the
    Collateral or any Security Document, the Trustee, in consultation with the
    holders of at least 50% of aggregate principal amount of the Outstanding
    Securities, shall have the power to appoint in writing one or more persons
    to act as separate trustees or co-trustees, jointly with the Trustee, of any
    of the Collateral, and any such person shall be such separate trustee or
    co-trustee, with such powers and duties as shall be specified in such
    instrument of appointment.

        (b)  Every separate trustee and co-trustee shall, to the extent not
    prohibited by law, be subject to the following terms and conditions;

           (1)  The rights, powers, duties and obligations conferred or imposed
       upon such separate or co-trustee shall be conferred or imposed upon and
       exercised or performed by the Trustee and such separate or co-trustee, as
       shall be set forth in the instrument appointing him or it; PROVIDED,
       HOWEVER, that such separate or co-trustee shall take no action without
       the consent of the Trustee (unless the requirement for such consent shall
       be forbidden by law as to any particular application of such
       requirement.)

                                       8
<PAGE>
           (2)  All powers, duties, obligations and rights conferred upon the
       Trustees, in respect of the custody of all cash deposited hereunder,
       shall be exercised solely by the Trustee; and

           (3)  The Trustee may at any time by written instrument accept the
       resignation of or remove any such separate trustee or co-trustee. A
       successor to a separate trustee or co-trustee so resigning or removed may
       be appointed in the manner provided in this Section.

        (c)  Such separate trustee or co-trustee, upon acceptance of such trust,
    shall be vested with the estates or property specified in such instrument,
    either jointly or with the Trustee, or separately, as may be provided
    therein, subject to all the trusts, conditions and provisions of this
    Indenture, and every such instrument shall be filed with the Trustee. Any
    separate trustee or co-trustee may, at any time, by written instrument
    constitute the Trustee his agent or attorney-in-fact with full power and
    authority, to the extent by law, to do all acts and things and exercise all
    discretion authorized or permitted by him, for and in behalf of him and his
    name. If any separate trustee or co-trustee shall be dissolved, become
    incapable of acting, resign, be removed or die, all the estates, property,
    rights, powers, trusts, duties and obligations of said separate trustee or
    co-trustee, so far as permitted by law, shall vest in and be exercised by
    the Trustee, without the appointment of a successor to said separate trustee
    or co-trustee, until the appointment of a successor to said co-trustee is
    necessary as provided in this section.

    (u)  Clause (i) of Paragraph (b) of Section 1008 is amended and restated to
read in its entirety as follows:

        (i)  Indebtedness of the Company or any Guarantor under the Credit
    Facility and under any revolving credit facility or bank term loans in an
    aggregate principal amount at any one time outstanding not to exceed
    $85,000,000;

    (v)  Each reference to the phrase "the Notes" contained in clause (x) of
Paragraph (b) of Section 1008 is deleted and replaced with the phrase "the
Securities".

    (w)  Clause (xi) of Section 1008 is amended and restated to read in its
entirety as follows:

        (xi)  Indebtedness of the Company or any Guarantor in addition to that
    described in clauses (i) through (x) above, and any renewals, extensions,
    substitutions, refinancings or replacements of such Indebtedness, so long as
    the aggregate principal amount of all Indebtedness pursuant to this
    clause (xi) shall not exceed in the aggregate $20,000,000 at any time
    outstanding.

    (x)  Section 1011 is amended and restated to read in its entirety as
follows:

    Section 1011.  LIMITATION ON LIENS.

    Neither the Company nor any Guarantor will, nor will it permit any
Subsidiary to, contract, create, incur, assume or permit to exist any Lien with
respect to any of its property or assets of any kind (whether real or personal,
tangible or intangible, whether now owned or after acquired), except for
Permitted Liens.

    (y)  Section 1013 is amended to include the following new clause (k) at the
end thereof:

        (k)  The Net Cash Proceeds of each Asset Sale not immediately used to
    repay Senior Indebtedness shall be deposited in an account established by
    the Company with the consent of the Administrative Agent in which the
    Trustee, for its benefit and the benefit of the Holders, shall have a duly
    perfected Lien (the "Asset Sale Proceeds Account"). The Company shall be
    entitled to withdraw amounts on deposit in the Asset Sale Proceeds Account
    (i) to make investments of the type described in clause (b) of this
    Section 1013, (ii) to permanently repay Senior Indebtedness as contemplated
    by clause (b) of this Section 1013, (iii) to repay the Securities and Pari
    Passu Indebtedness as contemplated by this Section 1013, and (iv) to
    purchase Securities in connection with any Change of Control Offer, any
    Mandatory Offer, the Definitive Offer, any Initial Deferred Offer, any
    Second Deferred Offer or any call for redemption in accordance with the
    terms of the Securities and this Indenture. All

                                       9
<PAGE>
    amounts on deposit in the Asset Sale Proceeds Account may at the direction
    of the Company be invested in cash and Cash Equivalents (as such term is
    defined in the Credit Facility as in effect on January 28, 2000). All
    interest or profits, if any, on such investments shall be deposited in the
    Asset Sale Proceeds Account and reinvested as specified above. If an Event
    of Default shall have occurred and be continuing, the Trustee may apply all
    amounts on deposit in the Asset Sale Proceeds Account to the Indenture
    Obligations. The Company and each Guarantor hereby grant to the Trustee, for
    its benefit and the benefit of the Holders, a Lien on the Asset Sale
    Proceeds Account (and all amounts on deposit therein) securing the Indenture
    Obligations.

    (z)  Clause (a) of Section 1021 is amended to include the following new
sentence at the end thereof:

    The written statement referred to in the immediately preceding sentence will
include computations in reasonable detail of the Fixed Charge Coverage Ratio at
the end of such fiscal quarter or fiscal year, as the case may be. The written
statement required by this Section 1021 also shall include a certification that,
on or within 30 days prior to the date of delivery of such written statement to
the Trustee, (i) the Company has provided the Company's legal counsel with a
complete list (the "PERFECTION LIST") of (A) the Guarantors, (B) the
jurisdictions of organization of the Company and the Guarantors and (C) the
chief executive offices, principal places of business and locations of
Collateral of the Company and each Guarantor under the Security Agreement and
(ii) based upon the Perfection List, its counsel has advised it that the
Trustee, for the benefit of the Secured Creditors (as defined in the Security
Agreement) has a perfected security interest in all of the Collateral in which
the perfection of a security interest can be effected by the filing of financing
statements under the Uniform Commercial Code (as in effect in the relevant
jurisdictions).

    (aa)  Article Ten is amended to include the following new Sections:

    Section 1023.  INITIAL DEFERRED OFFERS.

    (a)  The Company will make one or more offers (each such offer, an "Initial
Deferred Offer") to purchase in the aggregate on or prior to December 31, 2000
(each such date, an "Initial Deferred Purchase Date") at least $10,000,000 in
aggregate principal amount of the Securities (or, if less than $10,000,000 of
Securities are outstanding on any Initial Deferred Purchase Date, the aggregate
principal amount of the Outstanding Securities) from all Holders of Securities
in accordance with the terms of this Section 1023. The purchase price shall
equal 97% of the principal amount of the Securities, plus accrued and unpaid
interest and any accrued and unpaid fees or charges (the "Initial Deferred
Purchase Price"). Each Initial Deferred Offer shall be commenced and the related
Initial Deferred Offer Notice shall be mailed at least 30 days and not more than
60 days prior to the related Initial Deferred Purchase Date, or such earlier
date as in necessary to comply with requirements under the Exchange Act.

    (b)  The Company will comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with each Initial Deferred Offer.

    (c)  Subject to paragraph (b) above, the Company shall send or cause to be
sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at
his address appearing in the Security Register, a notice in respect of each
Initial Deferred Offer (each, an "Initial Deferred Offer Notice") stating or
including:

        (1)  that the Holder has the right to require the Company to repurchase,
    subject to proration, such Holder's Securities at the Initial Deferred
    Purchase Price;

        (2)  the Initial Deferred Purchase Date;

        (3)  the instructions a Holder must follow in order to have his
    Securities purchased in accordance with paragraph (a) of this Section;

                                       10
<PAGE>
        (4)  (i) the most recently filed Annual Report on Form 10-K (including
    audited consolidated financial statements) of the Company, the most recent
    subsequently filed Quarterly Report on Form 10-Q, as applicable, and any
    Current Report on Form 8-K of the Company filed subsequent to such Quarterly
    Report (or in the event the Company is not required to prepare any of the
    foregoing Forms, the comparable information required pursuant to
    Section 1020), (ii) a description of material developments, if any, in the
    Company's business subsequent to the date of the latest of such Reports,
    (iii) if material, appropriate pro forma financial information, and
    (iv) such other information, if any, concerning the business of the Company
    which the Company in good faith believes will enable such Holders to make an
    informed investment decision regarding the Initial Deferred Offer;

        (5)  that the Initial Deferred Offer is being made pursuant to this
    Section 1023 and that all Securities properly tendered pursuant to the
    Initial Deferred Offer will be accepted for payment at the Initial Deferred
    Purchase Price;

        (6)  the Initial Deferred Purchase Price;

        (7)  the names and addresses of the Paying Agent and the offices or
    agencies referred to in Section 1002;

        (8)  that Securities must be surrendered prior to the Initial Deferred
    Purchase Date to the Paying Agent at the office of the Paying Agent or to an
    office or agency referred to in Section 1002 to collect payment;

        (9)  that any Securities not tendered will continue to accrue interest
    and that unless the Company defaults in the payment of the Initial Deferred
    Purchase Price, any Security accepted for payment pursuant to a Initial
    Deferred Offer shall cease to accrue interest on and after the Initial
    Deferred Purchase Date and shall be cancelled and no longer Outstanding;

        (10)  the procedures for withdrawing a tender; and

        (11)  that the Initial Deferred Purchase Price for any Security which
    has been properly tendered and not withdrawn and which has been accepted for
    payment pursuant to the Initial Deferred Offer will be paid promptly
    following the Initial Deferred Purchase Date (but in no event later than the
    third Business Day following the Initial Deferred Purchase Date).

    (d)  Holders electing to have Securities purchased hereunder will be
required to surrender such Securities at the address specified in the Initial
Deferred Offer Notice on or prior to the Initial Deferred Purchase Date. Holders
will be entitled to withdraw their election to have their Securities purchased
pursuant to this Section 1023 if the Company receives, not later than the
Initial Deferred Purchase Date, a telegram, telex, facsimile transmission or
letter setting forth (1) the name of the Holder, (2) the certificate number of
the Security in respect of which such notice of withdrawal is being submitted,
(3) the principal amount of the Security (which shall be $1,000 or an integral
multiple thereof) delivered for purchase by the Holder as to which his election
is to be withdrawn, (4) a statement that such Holder is withdrawing his election
to have such principal amount of such Security purchased, and (5) the principal
amount, if any, of such Security (which shall be $1,000 or an integral multiple
thereof) that remains subject to the original notice of the Initial Deferred
Offer and that has been or will be delivered for purchase by the Company.

    (e)  The Company shall (i) not later than the Initial Deferred Purchase
Date, accept for payment Securities or portions thereof tendered pursuant to the
Initial Deferred Offer, (ii) not later than 10:00 a.m. (New York time) on the
third Business Day after the Initial Deferred Purchase Date, deposit with the
Trustee or with a Paying Agent an amount of money in same day funds (or New York
Clearing House funds if such deposit is made prior to the Initial Deferred
Purchase Date) sufficient to pay the aggregate Initial Deferred Purchase Price
of all the Securities or portions thereof which are to be purchased on that date
and (iii) not later than 10:00 a.m. (New York time) on the Business Day
following the Initial Deferred Purchase Date, deliver to the Paying Agent an
Officers' Certificate stating the Securities or portions

                                       11
<PAGE>
thereof accepted for payment by the Company. The Paying Agent shall promptly
mail or deliver to Holders of Securities so accepted payment in an amount equal
to the Initial Deferred Purchase Price of the Securities purchased from each
such Holder, and the Company shall execute and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Security equal in
principal amount to any unpurchased portion of the Security surrendered. Any
Securities not so accepted shall be promptly mailed or delivered by the Paying
Agent at the Company's expense to the Holder thereof. For purposes of this
Section 1023, the Company shall choose a Paying Agent which shall not be the
Company.

    Subject to applicable escheat laws, the Trustee and the Paying Agent shall
return to the Company any cash that remains unclaimed, together with interest,
if any, thereon, held by them for the payment of the Initial Deferred Purchase
Price; PROVIDED, HOWEVER, that (x) to the extent that the aggregate amount of
cash deposited by the Company with the Trustee or the Paying Agent in respect of
a Initial Deferred Offer exceeds the aggregate Initial Deferred Purchase Price
of the Securities or portions thereof to be purchased, then the Trustee shall
hold such excess for the Company and (y) unless otherwise directed by the
Company in writing, no later than the fourth Business Day following the Initial
Deferred Purchase Date the Trustee shall return any such excess (including,
without limitation, monies deposited with respect to an election which has been
withdrawn in accordance with paragraph (d)) to the Company.

    (f)  Securities to be purchased shall, on the Initial Deferred Purchase
Date, become due and payable at the Initial Deferred Purchase Price and from and
after such date (unless the Company shall default in the payment of the Initial
Deferred Purchase Price) such Securities shall cease to bear interest. Such
Initial Deferred Purchase Price shall be paid to such Holder no later than the
later of the third Business Day after the Initial Deferred Purchase Date and the
Business Day following the date of delivery of such Security to the relevant
Paying Agent at the office of such Paying Agent by the Holder thereof in the
manner required. Upon surrender of any such Security for purchase in accordance
with the foregoing provisions, such Security shall be paid by the Company at the
Initial Deferred Purchase Price; PROVIDED, HOWEVER, that installments of
interest whose Stated Maturity is on or prior to the Initial Deferred Purchase
Date shall be payable to the Person in whose name the Securities (or any
Predecessor Securities) is registered as such on the relevant Regular Record
Dates according to the terms and the provisions of Section 309; PROVIDED,
FURTHER, that Securities to be purchased are subject to proration in the event
the aggregate principal amount of all Securities tendered for purchase exceeds
the aggregate principal amount of Securities subject to the Initial Deferred
Offer, with such adjustments as may be appropriate by the Trustee so that only
Securities in denominations of $1,000 or integral multiples thereof, shall be
purchased. If any Security tendered for purchase shall not be so paid upon
surrender thereof due to failure to make deposit of funds with the Trustee or a
Paying Agent in accordance with paragraph (e) above, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Initial
Deferred Purchase Date at the rate borne by such Security. Any Security that is
to be purchased only in part shall be surrendered to a Paying Agent at the
office of such Paying Agent (with, if the Company, the Security Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Security Registrar or the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing), and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, one or more new
Securities of any authorized denomination as requested by such Holder in an
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased. The
Company shall publicly announce the results of the Initial Deferred Offer on or
as soon as practicable after the Initial Deferred Purchase Date.

    Section 1024.  MANDATORY OFFERS.

    (a)  The Company will offer (each, a "Mandatory Offer") to purchase on each
of February 5, 2001, February 4, 2002 and the first Business Day of each fiscal
year of the Company thereafter (each, a "Mandatory Purchase Date") at least
$10,000,000 in aggregate principal amount of the Securities (or, if less than
$10,000,000 of Securities are outstanding on the relevant Mandatory Purchase
Date, the

                                       12
<PAGE>
aggregate principal amount of the Outstanding Securities) from all Holders of
Securities in accordance with the terms of this Section 1024. The purchase price
shall equal 103% of the principal amount of the Securities, plus accrued and
unpaid interest and any accrued and unpaid fees or charges (the "Mandatory
Purchase Price"); PROVIDED, HOWEVER, that in the event that the Securities are
rated "B" or higher by S&P on the second Business Day immediately prior to any
scheduled Mandatory Purchase Date (a "Price Reset Date"), the Mandatory Purchase
Price for the Securities to be purchased on such Mandatory Purchase Date shall
equal 97% of the principal amount of the Securities, plus accrued and unpaid
interest and any accrued and unpaid fees or charges. On each Price Reset Date,
the Company shall deliver to the Trustee an Officer's Certificate certifying the
rating assigned to the Securities by S&P on such Price Reset Date. The Mandatory
Purchase Price set forth in the Mandatory Offer Notice (as defined below) shall
be based upon the rating assigned to the Securities by S&P at the time the
Mandatory Offer Notice is sent to the Trustee and the Holders in accordance with
clause (c) below. In the event that the rating assigned to the Securities by S&P
on the Price Reset Date differs from the rating at the time the Mandatory Offer
notice was distributed requiring either an increase or a decrease in the
Mandatory Purchase Price, (i) the Company shall notify the Trustee and the
Holders on the Reset Date of the change in the Purchase Price and (ii) the
Mandatory Offer will remain open until the tenth Business Day following the
Price Reset Date (or such later date as required by the Exchange Act) and the
Mandatory Purchase Date will be extended accordingly. Each Mandatory Offer shall
be commenced and the related Mandatory Offer Notice shall be mailed at least
30 days and not more than 60 days prior to the relevant Mandatory Purchase Date,
or such earlier date as in necessary to comply with requirements under the
Exchange Act.

    (b)  The Company will comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with each Mandatory Offer.

    (c)  Subject to paragraph (b) above, the Company shall send or cause to be
sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at
his address appearing in the Security Register, a notice in respect of each
Mandatory Offer (each, a "Mandatory Offer Notice") stating or including:

        (1)  that the Holder has the right to require the Company to repurchase,
    subject to proration, such Holder's Securities at the Mandatory Purchase
    Price;

        (2)  the Mandatory Purchase Date;

        (3)  the instructions a Holder must follow in order to have his
    Securities purchased in accordance with paragraph (a) of this Section;

        (4)  (i) the most recently filed Annual Report on Form 10-K (including
    audited consolidated financial statements) of the Company, the most recent
    subsequently filed Quarterly Report on Form 10-Q, as applicable, and any
    Current Report on Form 8-K of the Company filed subsequent to such Quarterly
    Report (or in the event the Company is not required to prepare any of the
    foregoing Forms, the comparable information required pursuant to
    Section 1020), (ii) a description of material developments, if any, in the
    Company's business subsequent to the date of the latest of such Reports,
    (iii) if material, appropriate pro forma financial information, and
    (iv) such other information, if any, concerning the business of the Company
    which the Company in good faith believes will enable such Holders to make an
    informed investment decision regarding the Mandatory Offer;

        (5)  that the Mandatory Offer is being made pursuant to this
    Section 1024 and that all Securities properly tendered pursuant to the
    Mandatory Offer will be accepted for payment at the Mandatory Purchase
    Price;

        (6)  the Mandatory Purchase Price;

        (7)  the names and addresses of the Paying Agent and the offices or
    agencies referred to in Section 1002;

                                       13
<PAGE>
        (8)  that Securities must be surrendered prior to the Mandatory Purchase
    Date to the Paying Agent at the office of the Paying Agent or to an office
    or agency referred to in Section 1002 to collect payment;

        (9)  that any Securities not tendered will continue to accrue interest
    and that unless the Company defaults in the payment of the Mandatory
    Purchase Price, any Security accepted for payment pursuant to a Mandatory
    Offer shall cease to accrue interest on and after the Mandatory Purchase
    Date and shall be cancelled and no longer Outstanding;

        (10)  the procedures for withdrawing a tender; and

        (11)  that the Mandatory Purchase Price for any Security which has been
    properly tendered and not withdrawn and which has been accepted for payment
    pursuant to the Mandatory Offer will be paid promptly following the
    Mandatory Purchase Date (but in no event later than the third Business Day
    following the Mandatory Purchase Date).

    (d)  Holders electing to have Securities purchased hereunder will be
required to surrender such Securities at the address specified in the Mandatory
Offer Notice on or prior to the Mandatory Purchase Date. Holders will be
entitled to withdraw their election to have their Securities purchased pursuant
to this Section 1023 if the Company receives, not later than the Mandatory
Purchase Date, a telegram, telex, facsimile transmission or letter setting forth
(1) the name of the Holder, (2) the certificate number of the Security in
respect of which such notice of withdrawal is being submitted, (3) the principal
amount of the Security (which shall be $1,000 or an integral multiple thereof)
delivered for purchase by the Holder as to which his election is to be
withdrawn, (4) a statement that such Holder is withdrawing his election to have
such principal amount of such Security purchased, and (5) the principal amount,
if any, of such Security (which shall be $1,000 or an integral multiple thereof)
that remains subject to the original notice of the Mandatory Offer and that has
been or will be delivered for purchase by the Company.

    (e)  The Company shall (i) not later than the Mandatory Purchase Date,
accept for payment Securities or portions thereof tendered pursuant to the
Mandatory Offer, (ii) not later than 10:00 a.m. (New York time) on the third
Business Day after the Mandatory Purchase Date, deposit with the Trustee or with
a Paying Agent an amount of money in same day funds (or New York Clearing House
funds if such deposit is made prior to the Mandatory Purchase Date) sufficient
to pay the aggregate Mandatory Purchase Price of all the Securities or portions
thereof which are to be purchased on that date and (iii) not later than
10:00 a.m. (New York time) on the Business Day following the Mandatory Purchase
Date, deliver to the Paying Agent an Officers' Certificate stating the
Securities or portions thereof accepted for payment by the Company. The Paying
Agent shall promptly mail or deliver to Holders of Securities so accepted
payment in an amount equal to the Mandatory Purchase Price of the Securities
purchased from each such Holder, and the Company shall execute and the Trustee
shall promptly authenticate and mail or deliver to such Holders a new Security
equal in principal amount to any unpurchased portion of the Security
surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company's expense to the Holder thereof.
For purposes of this Section 1024, the Company shall choose a Paying Agent which
shall not be the Company.

    Subject to applicable escheat laws, the Trustee and the Paying Agent shall
return to the Company any cash that remains unclaimed, together with interest,
if any, thereon, held by them for the payment of the Mandatory Purchase Price;
PROVIDED, HOWEVER, that (x) to the extent that the aggregate amount of cash
deposited by the Company with the Trustee or the Paying Agent in respect of a
Mandatory Offer exceeds the aggregate Mandatory Purchase Price of the Securities
or portions thereof to be purchased, then the Trustee shall hold such excess for
the Company and (y) unless otherwise directed by the Company in writing, no
later than the Business Day following the Mandatory Purchase Date the Trustee
shall return any such excess (including, without limitation, monies deposited
with respect to an election which has been withdrawn in accordance with
paragraph (d)) to the Company.

                                       14
<PAGE>
    (f)  Securities to be purchased shall, on the Mandatory Purchase Date,
become due and payable at the Mandatory Purchase Price and from and after such
date (unless the Company shall default in the payment of the Mandatory Purchase
Price) such Securities shall cease to bear interest. Such Mandatory Purchase
Price shall be paid to such Holder no later than the later of the third Business
Day after the Mandatory Purchase Date and the Business Day following the date of
delivery of such Security to the relevant Paying Agent at the office of such
Paying Agent by the Holder thereof in the manner required. Upon surrender of any
such Security for purchase in accordance with the foregoing provisions, such
Security shall be paid by the Company at the Mandatory Purchase Price; PROVIDED,
HOWEVER, that installments of interest whose Stated Maturity is on or prior to
the Mandatory Purchase Date shall be payable to the Person in whose name the
Securities (or any Predecessor Securities) is registered as such on the relevant
Regular Record Dates according to the terms and the provisions of Section 309;
PROVIDED, FURTHER, that Securities to be purchased are subject to proration in
the event the aggregate principal amount of all Securities tendered for purchase
exceeds the aggregate principal amount of Securities subject to the Mandatory
Offer, with such adjustments as may be appropriate by the Trustee so that only
Securities in denominations of $1,000 or integral multiples thereof, shall be
purchased. If any Security tendered for purchase shall not be so paid upon
surrender thereof due to failure to make deposit of funds with the Trustee or a
Paying Agent in accordance with paragraph (e) above, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Mandatory
Purchase Date at the rate borne by such Security. Any Security that is to be
purchased only in part shall be surrendered to a Paying Agent at the office of
such Paying Agent (with, if the Company, the Security Registrar or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Security Registrar or the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing), and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, one or more new
Securities of any authorized denomination as requested by such Holder in an
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased. The
Company shall publicly announce the results of the Mandatory Offer on or as soon
as practicable after the Mandatory Purchase Date.

    Section 1025.  SECOND DEFERRED OFFERS.

    (a)  The Company will make one or more offers (each such offer, a "Second
Deferred Offer") to purchase in the aggregate on or prior to March 31, 2001
(each such date, a "Second Deferred Purchase Date") an aggregate principal
amount of the Securities equal to the Deferred Purchase Amount from all Holders
of Securities in accordance with the terms of this Section 1025. The purchase
price shall equal 97% of the principal amount of the Securities, plus accrued
and unpaid interest and any accrued and unpaid fees or charges (the "Second
Deferred Purchase Price"). Each Secured Deferred Offer shall be commenced and
the related Second Deferred Offer Notice shall be mailed at least 30 days and
not more than 60 days prior to the related Second Deferred Purchase Date, or
such earlier date as in necessary to comply with requirements under the Exchange
Act.

    (b)  The Company will comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with each Second Deferred Offer.

    (c)  Subject to paragraph (b) above, the Company shall send or cause to be
sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at
his address appearing in the Security Register, a notice in respect of Second
Deferred Offer (each, a "Second Deferred Offer Notice") stating or including:

        (1)  that the Holder has the right to require the Company to repurchase,
    subject to proration, such Holder's Securities at the Second Deferred
    Purchase Price;

                                       15
<PAGE>
        (2)  the Second Deferred Purchase Date;

        (3)  the instructions a Holder must follow in order to have his
    Securities purchased in accordance with paragraph (a) of this Section;

        (4)  (i) the most recently filed Annual Report on Form 10-K (including
    audited consolidated financial statements) of the Company, the most recent
    subsequently filed Quarterly Report on Form 10-Q, as applicable, and any
    Current Report on Form 8-K of the Company filed subsequent to such Quarterly
    Report (or in the event the Company is not required to prepare any of the
    foregoing Forms, the comparable information required pursuant to
    Section 1020), (ii) a description of material developments, if any, in the
    Company's business subsequent to the date of the latest of such Reports,
    (iii) if material, appropriate pro forma financial information, and
    (iv) such other information, if any, concerning the business of the Company
    which the Company in good faith believes will enable such Holders to make an
    informed investment decision regarding the Second Deferred Offer;

        (5)  that the Second Deferred Offer is being made pursuant to this
    Section 1025 and that all Securities properly tendered pursuant to the
    Second Deferred Offer will be accepted for payment at the Second Deferred
    Purchase Price;

        (6)  the Second Deferred Purchase Price;

        (7)  the names and addresses of the Paying Agent and the offices or
    agencies referred to in Section 1002;

        (8)  that Securities must be surrendered prior to the Second Deferred
    Purchase Date to the Paying Agent at the office of the Paying Agent or to an
    office or agency referred to in Section 1002 to collect payment;

        (9)  that any Securities not tendered will continue to accrue interest
    and that unless the Company defaults in the payment of the Second Deferred
    Purchase Price, any Security accepted for payment pursuant to a Second
    Deferred Offer shall cease to accrue interest on and after the Second
    Deferred Purchase Date and shall be cancelled and no longer Outstanding;

        (10)  the procedures for withdrawing a tender; and

        (11)  that the Second Deferred Purchase Price for any Security which has
    been properly tendered and not withdrawn and which has been accepted for
    payment pursuant to the Second Deferred Offer will be paid promptly
    following the Second Deferred Purchase Date (but in no event later than the
    third Business Day following the Second Deferred Purchase Date).

    (d)  Holders electing to have Securities purchased hereunder will be
required to surrender such Securities at the address specified in the Second
Deferred Offer Notice on or prior to the Second Deferred Purchase Date. Holders
will be entitled to withdraw their election to have their Securities purchased
pursuant to this Section 1025 if the Company receives, not later than the Second
Deferred Purchase Date, a telegram, telex, facsimile transmission or letter
setting forth (1) the name of the Holder, (2) the certificate number of the
Security in respect of which such notice of withdrawal is being submitted,
(3) the principal amount of the Security (which shall be $1,000 or an integral
multiple thereof) delivered for purchase by the Holder as to which his election
is to be withdrawn, (4) a statement that such Holder is withdrawing his election
to have such principal amount of such Security purchased, and (5) the principal
amount, if any, of such Security (which shall be $1,000 or an integral multiple
thereof) that remains subject to the original notice of the Second Deferred
Offer and that has been or will be delivered for purchase by the Company.

    (e)  The Company shall (i) not later than the Second Deferred Purchase Date,
accept for payment Securities or portions thereof tendered pursuant to the
Second Deferred Offer, (ii) not later than 10:00 a.m. (New York time) on the
third Business Day after the Second Deferred Purchase Date, deposit

                                       16
<PAGE>
with the Trustee or with a Paying Agent an amount of money in same day funds (or
New York Clearing House funds if such deposit is made prior to the Initial
Deferred Purchase Date) sufficient to pay the aggregate Initial Deferred
Purchase Price of all the Securities or portions thereof which are to be
purchased on that date and (iii) not later than 10:00 a.m. (New York time) on
the Business Day following the Second Deferred Purchase Date, deliver to the
Paying Agent an Officers' Certificate stating the Securities or portions thereof
accepted for payment by the Company. The Paying Agent shall promptly mail or
deliver to Holders of Securities so accepted payment in an amount equal to the
Second Deferred Purchase Price of the Securities purchased from each such
Holder, and the Company shall execute and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Security equal in
principal amount to any unpurchased portion of the Security surrendered. Any
Securities not so accepted shall be promptly mailed or delivered by the Paying
Agent at the Company's expense to the Holder thereof. For purposes of this
Section 1025, the Company shall choose a Paying Agent which shall not be the
Company.

    Subject to applicable escheat laws, the Trustee and the Paying Agent shall
return to the Company any cash that remains unclaimed, together with interest,
if any, thereon, held by them for the payment of the Second Deferred Purchase
Price; PROVIDED, HOWEVER, that (x) to the extent that the aggregate amount of
cash deposited by the Company with the Trustee or the Paying Agent in respect of
a Second Deferred Offer exceeds the aggregate Second Deferred Purchase Price of
the Securities or portions thereof to be purchased, then the Trustee shall hold
such excess for the Company and (y) unless otherwise directed by the Company in
writing, no later than the fourth Business Day following the Second Deferred
Purchase Date the Trustee shall return any such excess (including, without
limitation, monies deposited with respect to an election which has been
withdrawn in accordance with paragraph (d)) to the Company.

    (f)  Securities to be purchased shall, on the Second Deferred Purchase Date,
become due and payable at the Second Deferred Purchase Price and from and after
such date (unless the Company shall default in the payment of the Second
Deferred Purchase Price) such Securities shall cease to bear interest. Such
Second Deferred Purchase Price shall be paid to such Holder no later than the
later of the third Business Day after the Second Deferred Purchase Date and the
Business Day following the date of delivery of such Security to the relevant
Paying Agent at the office of such Paying Agent by the Holder thereof in the
manner required. Upon surrender of any such Security for purchase in accordance
with the foregoing provisions, such Security shall be paid by the Company at the
Second Deferred Purchase Price; PROVIDED, HOWEVER, that installments of interest
whose Stated Maturity is on or prior to the Second Deferred Purchase Date shall
be payable to the Person in whose name the Securities (or any Predecessor
Securities) is registered as such on the relevant Regular Record Dates according
to the terms and the provisions of Section 309; PROVIDED, FURTHER, that
Securities to be purchased are subject to proration in the event the aggregate
principal amount of all Securities tendered for purchase exceeds the aggregate
principal amount of Securities subject to the Second Deferred Offer, with such
adjustments as may be appropriate by the Trustee so that only Securities in
denominations of $1,000 or integral multiples thereof, shall be purchased. If
any Security tendered for purchase shall not be so paid upon surrender thereof
due to failure to make deposit of funds with the Trustee or a Paying Agent in
accordance with paragraph (e) above, the principal thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Second Deferred Purchase Date
at the rate borne by such Security. Any Security that is to be purchased only in
part shall be surrendered to a Paying Agent at the office of such Paying Agent
(with, if the Company, the Security Registrar or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Security Registrar or the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, one or more new Securities of any
authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased. The Company shall publicly
announce the results of the Second Deferred Offer on or as soon as practicable
after the Second Deferred Purchase Date.

                                       17
<PAGE>
    Section 1026.  DEFINITIVE OFFER.

    (a)  The Company will offer (the "Definitive Offer") to purchase on
October 15, 2002 (the "Definitive Purchase Date") all of the Securities of the
Holders in whole or in part, in integral multiples of $1,000, at a purchase
price equal to 106.375% of the principal amount of such Securities, plus accrued
and unpaid interest and any unpaid fees or charges, in accordance with the terms
of this Section 1026. The Definitive Offer shall be commenced and the related
Definitive Offer Notice shall be mailed at least 30 days and not more than
60 days prior to the Definitive Purchase Date, or such earlier date as is
necessary to comply with requirements under the Exchange Act.

    (b)  The Company will comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with the Definitive Offer.

    (c)  Subject to paragraph (b) above, the Company shall send or cause to be
sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at
his address appearing in the Security Register, a notice (the "Definitive Offer
Notice") stating or including:

        (1)  that the Holder has the right to require the Company to repurchase
    such Holder's Securities at the Definitive Purchase Price;

        (2)  the Definitive Purchase Date;

        (3)  the instructions a Holder must follow in order to have his
    Securities purchased in accordance with paragraph (a) of this Section;

        (4)  (i) the most recently filed Annual Report on Form 10-K (including
    audited consolidated financial statements) of the Company, the most recent
    subsequently filed Quarterly Report on Form 10-Q, as applicable, and any
    Current Report on Form 8-K of the Company filed subsequent to such Quarterly
    Report (or in the event the Company is not required to prepare any of the
    foregoing Forms, the comparable information required pursuant to
    Section 1020), (ii) a description of material developments, if any, in the
    Company's business subsequent to the date of the latest of such Reports,
    (iii) if material, appropriate pro forma financial information, and
    (iv) such other information, if any, concerning the business of the Company
    which the Company in good faith believes will enable such Holders to make an
    informed investment decision regarding the Definitive Offer;

        (5)  that the Definitive Offer is being made pursuant to this
    Section 1026 and that all Securities properly tendered pursuant to the
    Definitive Offer will be accepted for payment at the Definitive Purchase
    Price;

        (6)  the Definitive Purchase Price;

        (7)  the names and addresses of the Paying Agent and the offices or
    agencies referred to in Section 1002;

        (8)  that Securities must be surrendered prior to the Definitive
    Purchase Date to the Paying Agent at the office of the Paying Agent or to an
    office or agency referred to in Section 1002 to collect payment;

        (9)  that any Securities not tendered will continue to accrue interest
    and that unless the Company defaults in the payment of the Definitive
    Purchase Price, any Security accepted for payment pursuant to a Definitive
    Offer shall cease to accrue interest on and after the Definitive Purchase
    Date and shall be cancelled and no longer Outstanding;

        (10)  the procedures for withdrawing a tender; and

        (11)  that the Definitive Purchase Price for any Security which has been
    properly tendered and not withdrawn and which has been accepted for payment
    pursuant to the Definitive Offer will be paid

                                       18
<PAGE>
    promptly following the Definitive Purchase Date (but in no event later than
    the third Business Day following the Definitive Purchase Date).

    (d)  Holders electing to have Securities purchased hereunder will be
required to surrender such Securities at the address specified in the Definitive
Offer Notice on or prior to the Definitive Purchase Date. Holders will be
entitled to withdraw their election to have their Securities purchased pursuant
to this Section 1026 if the Company receives, not later than the Definitive
Purchase Date, a telegram, telex, facsimile transmission or letter setting forth
(1) the name of the Holder, (2) the certificate number of the Security in
respect of which such notice of withdrawal is being submitted, (3) the principal
amount of the Security (which shall be $1,000 or an integral multiple thereof)
delivered for purchase by the Holder as to which his election is to be
withdrawn, (4) a statement that such Holder is withdrawing his election to have
such principal amount of such Security purchased, and (5) the principal amount,
if any, of such Security (which shall be $1,000 or an integral multiple thereof)
that remains subject to the original notice of the Definitive Offer and that has
been or will be delivered for purchase by the Company.

    (e)  The Company shall (i) not later than the Definitive Purchase Date,
accept for payment Securities or portions thereof tendered pursuant to the
Definitive Offer, (ii) not later than 10:00 a.m. (New York time) on the third
Business Day after the Definitive Purchase Date, deposit with the Trustee or
with a Paying Agent an amount of money in same day funds (or New York Clearing
House funds if such deposit is made prior to the Definitive Purchase Date)
sufficient to pay the aggregate Definitive Purchase Price of all the Securities
or portions thereof which are to be purchased on that date and (iii) not later
than 10:00 a.m. (New York time) on the third Business Day after the Definitive
Purchase Date, deliver to the Paying Agent an Officers' Certificate stating the
Securities or portions thereof accepted for payment by the Company. The Paying
Agent shall promptly mail or deliver to Holders of Securities so accepted
payment in an amount equal to the Definitive Purchase Price of the Securities
purchased from each such Holder, and the Company shall execute and the Trustee
shall promptly authenticate and mail or deliver to such Holders a new Security
equal in principal amount to any unpurchased portion of the Security
surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company's expense to the Holder thereof.
For purposes of this Section 1024, the Company shall choose a Paying Agent which
shall not be the Company.

    Subject to applicable escheat laws, the Trustee and the Paying Agent shall
return to the Company any cash that remains unclaimed, together with interest,
if any, thereon, held by them for the payment of the Definitive Purchase Price;
PROVIDED, HOWEVER, that (x) to the extent that the aggregate amount of cash
deposited by the Company with the Trustee or the Paying Agent in respect of a
Definitive Offer exceeds the aggregate Definitive Purchase Price of the
Securities or portions thereof to be purchased, then the Trustee shall hold such
excess for the Company and (y) unless otherwise directed by the Company in
writing, no later than the fourth Business Day following the Definitive Purchase
Date the Trustee shall return any such excess (including, without limitation,
monies deposited with respect to an election which has been withdrawn in
accordance with paragraph (d)) to the Company together with interest or
dividends, if any, thereon.

    (f)  Securities to be purchased shall, on the Definitive Purchase Date,
become due and payable at the Definitive Purchase Price and from and after such
date (unless the Company shall default in the payment of the Definitive Purchase
Price) such Securities shall cease to bear interest. Such Definitive Purchase
Price shall be paid to such Holder no later than the later of the third Business
Day after the Definitive Purchase Date and the Business Day following the date
of delivery of such Security to the relevant Paying Agent at the office of such
Paying Agent by the Holder thereof in the manner required. Upon surrender of any
such Security for purchase in accordance with the foregoing provisions, such
Security shall be paid by the Company at the Definitive Purchase Price;
PROVIDED, HOWEVER, that installments of interest whose Stated Maturity is on or
prior to the Definitive Purchase Date shall be payable to the Person in whose
name the Securities (or any Predecessor Securities) is registered as such on the
relevant Regular Record Dates according to the terms and the provisions of
Section 309. If any Security tendered for purchase shall not be

                                       19
<PAGE>
so paid upon surrender thereof due to failure to make deposit of funds with the
Trustee or a Paying Agent in accordance with paragraph (e) above, the principal
thereof (and premium, if any, thereon) shall, until paid, bear interest from the
Definitive Purchase Date at the rate borne by such Security. Any Security that
is to be purchased only in part shall be surrendered to a Paying Agent at the
office of such Paying Agent (with, if the Company, the Security Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Security Registrar or the Trustee duly
executed by, the Holder thereof or such Holder's attorney duly authorized in
writing), and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, one or more new
Securities of any authorized denomination as requested by such Holder in an
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased. The
Company shall publicly announce the results of the Definitive Offer on or as
soon as practicable after the Definitive Purchase Date.

    Section 1027.  CONSOLIDATED FIXED CHARGE COVERAGE RATIO. As of the last day
of the fiscal quarter ending closest to April 30, 2000, and as of the last day
of each fiscal quarter thereafter, the Company will maintain a Consolidated
Fixed Charge Coverage Ratio of at least the amount set forth in the table below
(i) with respect to the fiscal quarter ending closest to April 30, 2000, for the
immediately preceding one (1) fiscal quarter, (ii) with respect to the fiscal
quarter ending closest to July 31, 2000, for the immediately preceding two
(2) fiscal quarters, (iii) with respect to the fiscal quarter ending closest to
October 31, 2000, for the immediately preceding three (3) fiscal quarters, and
(iv) with respect to each fiscal quarter thereafter, for the immediately
preceding four (4) fiscal quarters:

<TABLE>
<CAPTION>
                                                               CONSOLIDATED FIXED CHARGE
                                                              COVERAGE RATIO SHALL NOT BE
FISCAL QUARTER ENDING CLOSEST TO:                                     LESS THAN:
---------------------------------                             ---------------------------
<S>                                                           <C>
April 30, 2000..............................................  1.25 to 1.00
Thereafter..................................................  1.75 to 1.00
</TABLE>

    During the period from March 21, 2000 through the end of the fiscal quarter
ending on or about February 4, 2001, no Event of Default shall arise as a result
of the Company's failure to comply with this Section 1027 unless the Company
fails to comply with this Section 1027 for two (2) consecutive fiscal quarters.

    Section 1028.  CONSULTANT.

    (a)  The Company shall continue to engage the firm of E&Y Restructuring, LLC
and Ernst & Young LLP (collectively, the "Consultant") in accordance with the
terms of the Consulting Agreement during the period from March 21, 2000 through
March 21, 2001 (or such earlier time as the Holders of not less than a majority
of the aggregate principal amount of the Securities at the time Outstanding
shall, by Act of such Holders, agree). The Consultant shall promptly provide the
Trustee and the Holders with such reports and information regarding the business
and operations of the Company and its Subsidiaries and their cooperation with
the Consultant as the Holders of not less than a majority of the aggregate
principal amount of the Securities at any time Outstanding may reasonably
request, including, without limitation, written confirmation that the Company
and its Subsidiaries are cooperating with the Consultant, but excluding material
non-public information unless the recipient thereof shall have satisfied such
requirements respecting the disclosure thereof as the Company may from time to
time reasonably prescribe.

    (b)  The Company shall not permit or suffer any termination or any material
amendment or modification of the terms and provisions of the Consulting
Agreement without the prior consent of the Holders of a majority of the
aggregate principal amount of Outstanding Securities; PROVIDED, HOWEVER, that no
Event of Default shall be deemed to occur under this Section 1028 if the
Consultant shall terminate the Consulting Agreement for any reason other than as
a result of a default by the Company under the Consulting Agreement or the
failure of the Company in any material respect to cooperate with the Consultant,
unless within 45 days after such termination, the Company shall fail to engage
another

                                       20
<PAGE>
consultant (reasonably satisfactory to the Holders of not less than a majority
of the aggregate principal amount of the Securities at the time Outstanding) to
provide substantially the same services as set forth in the Consulting
Agreement.

    Section 1029.  ADDITIONAL CREDIT PARTIES.

    At the time any Person becomes a Subsidiary of the Company or any Guarantor,
the Company shall so notify the Trustee and promptly thereafter (but in any
event within 30 days after the date thereof) shall cause such Person to (a) if
it is a Domestic Subsidiary, to become a Guarantor in accordance with
Section 1415, (b) cause all of the capital stock of such Person (if it is a
Domestic Subsidiary) or 65% of the capital stock of such Person (if it is a
First Tier Foreign Subsidiary) to be duly pledged to the Trustee pursuant to the
Pledge Agreement, (c) if such Person is a Domestic Subsidiary, pledge all of its
assets pursuant to the Security Agreement and the other Security Documents and
(d) if such Person is a Domestic Subsidiary and has any Subsidiaries, pledge all
of the capital stock of such Domestic Subsidiaries owned by it and 65% of the
stock of the First Tier Foreign Subsidiaries owned by it to the Trustee pursuant
to the Pledge Agreement, (e) comply with all of its obligations under the
Security Documents and (f) deliver appropriate UCC-1 financing statements,
environmental reports, landlord's waivers, certified resolutions and other
organizational and authorizing documents of such Person and favorable opinions
of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above). In the event that the Company or any Guarantor grants a Lien on real
property in favor of any Senior Secured Creditor, the Company or such Guarantor
shall promptly grant and perfect a Lien on such real property in favor of the
Trustee securing the Indenture Obligations (subordinate only to the Lien on such
real property in favor of such Senior Secured Creditor securing Indebtedness
permitted under Section 1008(b)(i)), pursuant to documentation substantially
identical (with appropriate changes) to the documentation executed in favor of
such Senior Secured Creditor, together with an opinion of counsel to the Company
or such Guarantor, as the case may be (which shall cover, among other things,
the legality, validity, binding effect and enforceability of the documentation
granting the Lien in favor of the Trustee) and, if a mortgagee title policy is
acquired by such Senior Secured Creditor, a mortgage title policy in favor of
the Trustee substantially identical to the mortgagee title policy in favor of
such Senior Secured Creditor (with appropriate changes). Without limiting the
generality of the foregoing, the Company and the Guarantors agree, from time to
time, to execute any and all documents, instruments and agreements, and to take
any further action that may be required under applicable law or as the Trustee
or the holders of not less than a majority of the aggregate principal amount of
the Outstanding Securities may request to grant, preserve, protect and perfect
the validity and priority (subordinate only to Liens in favor of the Senior
Secured Creditors securing the Indebtedness permitted under Section 1008(b)(i))
of Liens over its property in favor of the Trustee. Anything to the contrary
contained herein, in any Security Document or otherwise notwithstanding, nothing
shall require or be deemed to require the Trustee to enter into any
intercreditor or subordination agreement with any Senior Secured Creditor (other
than the Intercreditor Agreement).

    (bb)  Section 1407 is amended and restated to read in its entirety as
follows:

    Section 1407.  FRAUDULENT CONVEYANCE; CONTRIBUTION; SUBROGATION.

    (a)  Any term or provision of this Guarantee to the contrary
notwithstanding, the aggregate amount of the Indenture Obligations guaranteed by
each Guarantor hereunder shall be reduced to the extent necessary to prevent its
Guarantee from violating or becoming violable under applicable law relating to
fraudulent conveyance or fraudulent transfer, insolvency of debtors or similar
laws affecting the rights of creditors generally.

    (b)  Subject to clause (c) below, each Guarantor that makes a payment or
distribution under its Guarantee shall be entitled to a contribution from each
other Guarantor in a pro rata amount based on the net assets of each Guarantor,
determined in accordance with GAAP.

                                       21
<PAGE>
    (c)  All rights of subrogation, reimbursement, exoneration, contribution or
indemnification (whether contractual, under the Bankruptcy Law, under common law
or otherwise) of any Guarantor arising in respect of any amounts paid by such
Guarantor pursuant to the provisions of this Article Fourteen (collectively,
"Reimbursement Rights") shall be subject to the immediately succeeding sentence.
No Guarantor shall be entitled to enforce or receive any payments arising out
of, or based upon, any Reimbursement Right until 91 days after all Indenture
Obligations shall have been indefeasibly paid in full.

    (cc)  Anything to the contrary set forth in the Indenture (including,
without limitation, Article Eleven) or the Securities notwithstanding, the
Securities shall not be subject to redemption at the option of the Company (and
the Company shall not commence redemption of the Securities) until the
completion of the Definitive Offer in accordance with Section 1028 of the
Indenture.

    Section 1.2.  WAIVER OF EXISTING RESTRICTED PAYMENT DEFAULTS. The Existing
Restricted Payment Defaults are hereby waived in accordance with Section 513 of
the Indenture.

                                   ARTICLE II
                            MISCELLANEOUS PROVISIONS

    Section 2.1.  TERMS DEFINED. For all purposes of this Fifth Supplemental
Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this Fifth Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.

    Section 2.2.  INDENTURE. Except as amended hereby, the Indenture and the
Securities are in all respects ratified and confirmed and all their terms shall
remain in full force and effect.

    Section 2.3.  GOVERNING LAW. THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

    Section 2.4.  SUCCESSORS AND ASSIGNS. All agreements of the Company, the
Guarantors, the Additional Guarantor and the Trustee in this Fifth Supplemental
Indenture, and the Securities and the Security Documents shall bind their
respective successors and assigns.

    Section 2.5.  MULTIPLE COUNTERPARTS. This Fifth Supplemental Indenture may
be executed in any number of counterparts (including via telecopier), each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

    Section 2.6.  EFFECTIVENESS. The provisions of this Fifth Supplemental
Indenture shall become effective immediately upon its execution and delivery by
the Trustee in accordance with the provisions of Article IX of the Indenture.

    Section 2.7.  TRUSTEE DISCLAIMER. The Trustee accepts the amendment of the
Indenture effected by this Fifth Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but only upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit, its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and, without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company, the Guarantors and the Additional
Guarantor or for or with respect to (i) the validity, efficacy or sufficiency of
this Fifth Supplemental Indenture or any of the terms or provisions hereof,
(ii) the proper authorization hereof by the Company, the Guarantors and the
Additional Guarantor by corporate action or otherwise, (iii) the due execution
hereof by the Company, the Guarantors and the Additional Guarantor, (iv) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the

                                       22
<PAGE>
Trustee makes no representation with respect to any such matters, or (v) the
validity or sufficiency of the consent solicitation or the consent solicitation
materials or procedures in connection therewith.

    Section 2.8.  HEADINGS. The headings of the Articles and Sections of this
Fifth Supplemental 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.

    [Remainder of Page Intentionally Blank]

                                       23
<PAGE>
                                   SIGNATURES

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

<TABLE>
<S>      <C>                                       <C>  <C>
                                                   FLOORING AMERICA, INC.

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

                                                   ADVANCE FLOOR DECORATORS, INC.
                                                   CARPETMAX OF UTAH, INC.
                                                   COLORADO CARPET & RUGS, INC.
                                                   CARPETMAX RETAIL STORES, INC.
                                                   EVERYTHINGDECOR, INC.
                                                   FLOOR SOURCE DISTRIBUTORS, INC.
                                                   4 FLOORS, INC.
                                                   KAREN'S INC.
                                                   MANASOTA CARPET, INC.
                                                   MAXIM RETAIL GROUP, INC.
                                                   MAXIM RETAIL STORES, INC.
                                                   WADSWORTH & OWENS DECORATING CENTER, INC.

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

Attest:
         ---------------------------------------
         Name:
         Title:

                                                   C&S TEXTILES, INC.
                                                   INVESTOR MANAGEMENT, INC.
                                                   MAXIM EQUIPMENT LEASING COMPANY, INC.
                                                   TRI-R OF ORLANDO, INC.

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

Attest:
         ---------------------------------------
         Name:
         Title:
</TABLE>

<PAGE>
<TABLE>
<S>      <C>                                       <C>  <C>
                                                   BAILEY & ROBERTS CARPETMAX OF
                                                   TENNESSEE, INC.
                                                   CARPETSPLUS OF AMERICA, INC.
                                                   GCO, INC.
                                                   GCO CARPET OUTLET, INC.

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

Attest:
         ---------------------------------------
         Name:
         Title:

                                                   FLOORING AMERICA FRANCHISING, L.P.

                                                   By:  FLOORING AMERICA, INC.,
                                                        AS GENERAL PARTNER

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

                                                   STATE STREET BANK AND TRUST COMPANY,
                                                   AS TRUSTEE

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

Attest:
         ---------------------------------------
         Name:
         Title:
</TABLE>
<PAGE>
                                   SCHEDULE A

                                PERMITTED LIENS