<PAGE>

                                                                     Exhibit 4.1
                                                                  EXECUTION COPY

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

                            VICORP RESTAURANTS, INC.

                    THE SECURITIES GUARANTORS PARTIES HERETO,

                                       AND

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   AS TRUSTEE

                          10 1/2% Senior Notes due 2011

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

                                    INDENTURE

                           Dated as of April 14, 2004

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions..............................................................................          1
SECTION 1.2. Other Definitions........................................................................         34
SECTION 1.3. Incorporation by Reference of Trust Indenture Act........................................         36
SECTION 1.4. Rules of Construction....................................................................         36

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.1. Form, Dating and Terms...................................................................         37
SECTION 2.2. Execution and Authentication.............................................................         45
SECTION 2.3. Registrar and Paying Agent...............................................................         46
SECTION 2.4. Paying Agent to Hold Money in Trust......................................................         47
SECTION 2.5. Securityholder Lists.....................................................................         47
SECTION 2.6. Transfer and Exchange....................................................................         47
SECTION 2.7. Form of Certificate to be Delivered in Connection with Transfers to Institutional
              Accredited Investors....................................................................         50
SECTION 2.8. Form of Certificate to be Delivered in Connection with Transfers Pursuant to
              Regulation S............................................................................         52
SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Securities..........................................         53
SECTION 2.10. Outstanding Securities..................................................................         54
SECTION 2.11. Temporary Securities....................................................................         55
SECTION 2.12. Cancellation............................................................................         55
SECTION 2.13. Payment of Interest; Defaulted Interest.................................................         56
SECTION 2.14. Computation of Interest.................................................................         57
SECTION 2.15. CUSIP, Common Code and ISIN Numbers.....................................................         57

                                   ARTICLE III
                                    COVENANTS

SECTION 3.1. Payment of Securities....................................................................         57
SECTION 3.2. Limitation on Indebtedness...............................................................         57
SECTION 3.3. Limitation on Restricted Payments........................................................         62
SECTION 3.4. Limitation on Restrictions on Distributions from Restricted Subsidiaries.................         68
SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock.......................................         70
SECTION 3.6. Limitation on Liens......................................................................         74
SECTION 3.7. Limitation on Sale/Leaseback Transactions................................................         74
SECTION 3.8. Limitation on Affiliate Transactions.....................................................         75
SECTION 3.9. Limitation on Sale of Capital Stock of Restricted Subsidiaries...........................         76
SECTION 3.10. Change of Control.......................................................................         76
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                            <C>
SECTION 3.11. SEC Reports.............................................................................         78
SECTION 3.12. Future Securities Guarantors............................................................         79
SECTION 3.13. Maintenance of Office or Agency.........................................................         79
SECTION 3.14. Corporate Existence.....................................................................         79
SECTION 3.15. Payment of Taxes and Other Claims.......................................................         80
SECTION 3.16. Payments for Consent....................................................................         80
SECTION 3.17. Compliance Certificate..................................................................         80
SECTION 3.18. Further Instruments and Acts............................................................         80
SECTION 3.19. Limitation on Lines of Business.........................................................         80
SECTION 3.20. Statement by Officers as to Default.....................................................         80

                                   ARTICLE IV
                                SUCCESSOR COMPANY

SECTION 4.1. Merger and Consolidation.................................................................         81

                                    ARTICLE V
                            REDEMPTION OF SECURITIES

SECTION 5.1. Redemption...............................................................................         82
SECTION 5.2. Applicability of Article.................................................................         82
SECTION 5.3. Election to Redeem; Notice to Trustee....................................................         82
SECTION 5.4. Selection by Trustee of Securities to Be Redeemed........................................         82
SECTION 5.5. Notice of Redemption.....................................................................         83
SECTION 5.6. Deposit of Redemption Price..............................................................         84
SECTION 5.7. Securities Payable on Redemption Date....................................................         84
SECTION 5.8. Securities Redeemed in Part..............................................................         84

                                   ARTICLE VI
                              DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default........................................................................         85
SECTION 6.2. Acceleration.............................................................................         88
SECTION 6.3. Other Remedies...........................................................................         88
SECTION 6.4. Waiver of Past Defaults..................................................................         89
SECTION 6.5. Control by Majority......................................................................         89
SECTION 6.6. Limitation on Suits......................................................................         89
SECTION 6.7. Rights of Holders to Receive Payment.....................................................         90
SECTION 6.8. Collection Suit by Trustee...............................................................         90
SECTION 6.9. Trustee May File Proofs of Claim.........................................................         90
SECTION 6.10. Priorities..............................................................................         90
SECTION 6.11. Undertaking for Costs...................................................................         91

                                  ARTICLE VII
                                    TRUSTEE

SECTION 7.1. Duties of Trustee........................................................................         91
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
SECTION 7.2. Rights of Trustee........................................................................         92
SECTION 7.3. Individual Rights of Trustee.............................................................         93
SECTION 7.4. Trustee's Disclaimer.....................................................................         93
SECTION 7.5. Notice of Defaults.......................................................................         94
SECTION 7.6. Reports by Trustee to Holders............................................................         94
SECTION 7.7. Compensation and Indemnity...............................................................         94
SECTION 7.8. Replacement of Trustee...................................................................         95
SECTION 7.9. Successor Trustee by Merger..............................................................         96
SECTION 7.10. Eligibility; Disqualification...........................................................         96
SECTION 7.11. Preferential Collection of Claims Against the Company...................................         96
SECTION 7.12. Trustee's Application for Instruction from the Company..................................         96
SECTION 7.13. Paying Agents...........................................................................         97

                                  ARTICLE VIII
                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.1. Discharge of Liability on Securities; Defeasance.........................................         97
SECTION 8.2. Conditions to Defeasance.................................................................         98
SECTION 8.3. Application of Trust Money...............................................................        100
SECTION 8.4. Repayment to the Company.................................................................        100
SECTION 8.5. Indemnity for U.S. Government Obligations................................................        100
SECTION 8.6. Reinstatement............................................................................        100

                                   ARTICLE IX
                                   AMENDMENTS

SECTION 9.1. Without Consent of Holders...............................................................        101
SECTION 9.2. With Consent of Holders..................................................................        102
SECTION 9.3. Compliance with Trust Indenture Act......................................................        103
SECTION 9.4. Revocation and Effect of Consents and Waivers............................................        103
SECTION 9.5. Notation on or Exchange of Securities....................................................        103
SECTION 9.6. Trustee To Sign Amendments...............................................................        104

                                   ARTICLE X
                              SECURITIES GUARANTEE

SECTION 10.1. Securities Guarantee....................................................................        104
SECTION 10.2. Limitation on Liability; Termination, Release and Discharge.............................        106
SECTION 10.3. Right of Contribution...................................................................        107
SECTION 10.4. No Subrogation..........................................................................        107

                                   ARTICLE XI
                                 MISCELLANEOUS

SECTION 11.1. Trust Indenture Act Controls............................................................        108
SECTION 11.2. Notices.................................................................................        108
SECTION 11.3. Communication by Holders with other Holders.............................................        109
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                                           <C>
SECTION 11.4. Certificate and Opinion as to Conditions Precedent......................................        109
SECTION 11.5. Statements Required in Certificate or Opinion...........................................        109
SECTION 11.6. When Securities Disregarded.............................................................        110
SECTION 11.7. Rules by Trustee, Paying Agent and Registrar............................................        110
SECTION 11.8. Legal Holidays..........................................................................        110
SECTION 11.9. GOVERNING LAW...........................................................................        110
SECTION 11.10. No Recourse Against Others.............................................................        110
SECTION 11.11. Successors.............................................................................        110
SECTION 11.12. Multiple Originals.....................................................................        110
SECTION 11.13. Qualification of Indenture.............................................................        111
SECTION 11.14. Table of Contents; Headings............................................................        111
</TABLE>

ANNEX 3.4   Documents Containing Permitted Encumbrances
EXHIBIT A   Form of the Series A Note
EXHIBIT B   Form of the Series B Note
EXHIBIT C   Form of Indenture Supplement to Add Securities Guarantors

                                       v

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
    TIA                                                                                   Indenture
  Section                                                                                  Section
  -------                                                                                  -------
<S>                                                                                     <C>
310(a)(1)                .............................................................  7.10
   (a)(2)                .............................................................  7.10
   (a)(3)                .............................................................  N.A.
   (a)(4)                .............................................................  N.A.
   (a)(5)                .............................................................  7.10
   (b)                   .............................................................  7.8; 7.10
   (c)                   .............................................................  N.A.
311(a)                   .............................................................  7.11
   (b)                   .............................................................  7.11
   (c)                   .............................................................  N.A.
312(a)                   .............................................................  2.5
   (b)                   .............................................................  11.3
   (c)                   .............................................................  11.3
313(a)                   .............................................................  7.6
   (b)(1)                .............................................................  N.A.
   (b)(2)                .............................................................  7.6
   (c)                   .............................................................  7.6
   (d)                   .............................................................  7.6
314(a)                   .............................................................  3.11; 3.17; 11.5
   (b)                   .............................................................  N.A.
   (c)(1)                .............................................................  11.4
   (c)(2)                .............................................................  11.4
   (c)(3)                .............................................................  N.A.
   (d)                   .............................................................  N.A.
   (e)                   .............................................................  11.5
315(a)                   .............................................................  7.1
   (b)                   .............................................................  7.5; 11.2
   (c)                   .............................................................  7.1
   (d)                   .............................................................  7.1
   (e)                   .............................................................  6.11
316(a)(last sentence)    .............................................................  11.6
   (a)(1)(A)             .............................................................  6.5
   (a)(1)(B)             .............................................................  6.4
   (a)(2)                .............................................................  N.A.
   (b)                   .............................................................  6.7
   (c)                   .............................................................  6.5
317(a)(1)                .............................................................  6.8
   (a)(2)                .............................................................  6.9
   (b)                   .............................................................  2.4
318(a)                   .............................................................  11.1
</TABLE>

      N.A. means Not Applicable.

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

                                       vi

<PAGE>

            INDENTURE dated as of April 14, 2004, among VICORP RESTAURANTS,
INC., a Colorado corporation (the "Company"), THE SECURITIES GUARANTORS (as
defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association organized under the laws of the United States of America (the
"Trustee"), as Trustee.

            For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, each party hereto covenants and agrees as
follows for the benefit of the other parties and for the equal and ratable
benefit of all Holders of (i) the Company's 10 1/2% Senior Notes, Series A, due
2011, issued on the date hereof and the guarantees thereof by VI Acquisition
Corp., a Delaware corporation and the parent company of the Company
("Holdings"), and certain of the Company's subsidiaries (the "Initial
Securities"), (ii) if and when issued, an unlimited principal amount of
additional 10 1/2% Senior Notes, Series A, due 2011 in a non-registered offering
or 10 1/2% Senior Notes, Series B, due 2011 in a registered offering of the
Company, and the guarantees thereof by Holdings and certain of the Company's
subsidiaries that may be offered from time to time subsequent to the Issue Date
(the "Additional Securities") and (iii) if and when issued, the Company's 10
1/2% Senior Notes, Series B, due 2011 and the guarantees thereof by Holdings and
certain of the Company's subsidiaries that may be issued from time to time in
exchange for Initial Securities or any Additional Securities in an offer
registered under the Securities Act as provided in a Registration Rights
Agreement (as hereinafter defined, the "Exchange Securities," and together with
the Initial Securities and Additional Securities, the "Securities").

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

            SECTION 1.1. Definitions.

            "Acquired Indebtedness" means Indebtedness (i) of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or (ii) assumed in connection with the acquisition of assets from
such Person, in each case whether or not Incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have
been Incurred, with respect to clause (i) of the preceding sentence, on the date
such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of
the preceding sentence, on the date of consummation of such acquisition of
assets.

            "Additional Assets" means:

            (1)   any property, plant or equipment, including improvements on
                  property, plant and equipment, to be used by the Company or a
                  Restricted Subsidiary in a Related Business;

            (2)   the Capital Stock of a Person that becomes a Restricted
                  Subsidiary as a result of the acquisition of such Capital
                  Stock by the Company or a Restricted Subsidiary; or
<PAGE>

            (3)   Capital Stock constituting a minority interest in any Person
                  that at such time is a Restricted Subsidiary;

provided, however, that, in the case of clauses (2) and (3), such Restricted
Subsidiary is primarily engaged in a Related Business.

            "Additional Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the possession, directly or
indirectly, through one or more intermediaries, of the power to direct the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.

            "Applicable Premium" has the meaning ascribed to it in paragraph 5
of the form of Securities set forth in Exhibit A and Exhibit B hereto, which are
hereby incorporated by reference and made part of this Indenture.

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

            Notwithstanding the preceding, the following items shall not be
deemed to be Asset Dispositions:

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

            (2)   the sale of Cash Equivalents in the ordinary course of
      business;

            (3)   a disposition of inventory in the ordinary course of business;

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

            (5)   transactions permitted pursuant to Section 4.1;

            (6)   an issuance of Capital Stock by a Restricted Subsidiary to the
      Company or to a Wholly-Owned Subsidiary;

                                       2
<PAGE>

            (7)   for purposes of Section 3.5 only, the making of a Permitted
      Investment or a disposition subject to Section 3.3;

            (8)   an Asset Swap effected in compliance with Section 3.5;

            (9)   dispositions of assets in a single transaction or series of
      related transactions with an aggregate fair market value in any calendar
      year of less than $1.0 million (with unused amounts in any calendar year
      being carried over to the next succeeding calendar year subject to maximum
      dispositions of $2.0 million in such next succeeding fiscal year);

            (10)  dispositions in connection with Permitted Liens;

            (11)  dispositions of receivables in connection with the compromise,
      settlement or collection thereof in the ordinary course of business or in
      bankruptcy or similar proceedings and exclusive of factoring or similar
      arrangements;

            (12)  the surrender or waiver of contract rights or the settlement,
      release or surrender of contract, tort or other claims;

            (13)  the licensing or sublicensing of intellectual property or
      other general intangibles and licenses, leases or subleases of other
      property in the ordinary course of business which do not materially
      interfere with the business of the Company and its Restricted
      Subsidiaries; and

            (14)  foreclosure on assets.

            "Asset Swap" means concurrent purchase and sale or exchange of
Related Business Assets between the Company or any of its Restricted
Subsidiaries and another Person; provided that any cash received must be applied
in accordance with Section 3.5.

            "Attributable Indebtedness" in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Securities, compounded
semi-annually) of the total obligations of the lessee for rental payments during
the remaining term of the lease included in such Sale/Leaseback Transaction
(including any period for which such lease has been extended).

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

            "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal or state law for the relief of debtors.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of a Person to have been duly adopted by the
Board of Directors of such

                                       3
<PAGE>

Person and to be in full force and effect on the date of such certification, and
delivered to the Trustee.

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

            "Business Day" means each day that is not a Saturday, Sunday or
other day on which banking institutions in New York, New York are authorized or
required by law to close.

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

            "Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation will be the capitalized amount of such obligation
at the time any determination thereof is to be made as determined in accordance
with GAAP, and the Stated Maturity thereof will be the date of the last payment
of rent or any other amount due under such lease prior to the first date such
lease may be terminated without penalty.

            "Cash Equivalents" means

            (1)   securities issued or directly and fully guaranteed or insured
      by the United States Government or any agency or instrumentality of the
      United States (provided that the full faith and credit of the United
      States is pledged in support thereof), having maturities of not more than
      one year from the date of acquisition;

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

            (3)   certificates of deposit, time deposits, eurodollar time
      deposits, overnight bank deposits or bankers' acceptances having
      maturities of not more than one year from the date of acquisition thereof
      issued by any commercial bank the long-term debt of which is rated at the
      time of acquisition thereof at least "A" or the equivalent thereof by
      Standard & Poor's Ratings Services, or "A" or the equivalent thereof by
      Moody's Investors Service, Inc., and having combined capital and surplus
      in excess of $250 million;

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

                                       4
<PAGE>

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

            (6)   interests in any investment company or money market fund which
      invests 95% or more of its assets in instruments of the type specified in
      clauses (1) through (5) above.

            "Change of Control" means:

            (1)   prior to the first public offering of Common Stock of the
      Company or Holdings, the Permitted Holders cease to be the "beneficial
      owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
      directly or indirectly, of a majority in the aggregate of the total voting
      power (whether by ownership of Voting Stock or contractual arrangements to
      vote such Voting Stock) of the Voting Stock of the Company or Holdings,
      whether as a result of the issuance of securities of the Company or
      Holdings, any merger, consolidation, liquidation or dissolution of the
      Company or Holdings, any direct or indirect transfer of securities by any
      Permitted Holder or otherwise (for purposes of this clause (1) and clause
      (2) below, the Permitted Holders shall be deemed to beneficially own any
      Voting Stock of an entity (the "specified entity") held by any other
      entity (the "parent entity") so long as the Permitted Holders beneficially
      own (as so defined), directly or indirectly, in the aggregate a majority
      of the voting power of the Voting Stock of the parent entity); or

            (2)   on the date of or after the first public offering of Common
      Stock referred to in clause (1), (A) any "person" or "group" of related
      persons (as such terms are used in Sections 13(d) and 14(d) of the
      Exchange Act), other than one or more Permitted Holders, is or becomes the
      beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
      Act, except that such person or group shall be deemed to have "beneficial
      ownership" of all shares that any such person or group has the right to
      acquire, whether such right is exercisable immediately or only after the
      passage of time), directly or indirectly, of more than 35% of the total
      voting power of the Voting Stock of the Company or Holdings (or its
      successor by merger, consolidation or purchase of all or substantially all
      of its assets) (for the purposes of this clause, such person or group
      shall be deemed to beneficially own any Voting Stock of the Company or
      Holdings held by a parent entity, if such person or group "beneficially
      owns" (as defined above), directly or indirectly, more than 35% of the
      voting power of the Voting Stock of such parent entity); and (B) the
      Permitted Holders "beneficially own" (as defined in Rules 13d-3 and 13d-5
      of the Exchange Act), directly or indirectly, in the aggregate a lesser
      percentage of the total voting power of the Voting Stock of the Company or
      Holdings, as the case may be, (or its successor by merger, consolidation
      or purchase of all or substantially all of its assets) than such other
      person or group and do not have the right or ability by voting power,
      contract or otherwise to elect or designate for election a majority of the
      board of directors of the Company or Holdings or such successor (for the
      purposes of this clause,

                                       5
<PAGE>

      such other person or group shall be deemed to beneficially own any Voting
      Stock of a specified entity held by a parent entity, if such other person
      or group "beneficially owns" directly or indirectly, more than 35% of the
      voting power of the Voting Stock of such parent entity and the Permitted
      Holders "beneficially own" directly or indirectly, in the aggregate a
      lesser percentage of the voting power of the Voting Stock of such parent
      entity and do not have the right or ability by voting power, contract or
      otherwise to elect or designate for election a majority of the board of
      directors of such parent entity); or

            (3)   the first day on which a majority of the members of the Board
      of Directors of the Company or Holdings are not Continuing Directors; or

            (4)   the sale, lease, transfer, conveyance or other disposition
      (other than by way of merger or consolidation), in one or a series of
      related transactions, of all or substantially all of the assets of the
      Company or Holdings and its Restricted Subsidiaries taken as a whole to
      any "person" (as such term is used in Sections 13(d) and 14(d) of the
      Exchange Act) other than a Permitted Holder; or

            (5)   the adoption by the stockholders of the Company or Holdings of
      a plan or proposal for the liquidation or dissolution of the Company or
      Holdings.

            "Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

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

            "Common Stock" means with respect to any Person, any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of such Person's common stock whether or not
outstanding on the Issue Date, and includes, without limitation, all series and
classes of such common stock.

            "Company" means VICORP Restaurants, Inc. or its successors and
assigns.

            "Consolidated Coverage Ratio" means as of any date of determination,
with respect to any Person, the ratio of (x) the aggregate amount of
Consolidated EBITDA of such Person for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which financial statements are in existence to (y) Consolidated Interest Expense
for such four fiscal quarters, provided, however, that:

            (1)   if the Company or any Restricted Subsidiary:

                  (a)   has Incurred any Indebtedness since the beginning of
                        such period that remains outstanding on such date of
                        determination or if the transaction giving rise to the
                        need to calculate the Consolidated Coverage Ratio is an
                        Incurrence of Indebtedness, Consolidated EBITDA and
                        Consolidated Interest Expense for such period will be
                        calculated after giving effect on a pro forma basis to
                        such Indebtedness as if such Indebtedness had been
                        Incurred on the first day of such period (except that in
                        making such computation, the

                                       6
<PAGE>

                        amount of Indebtedness under any revolving credit
                        facility outstanding on the date of such calculation
                        will be deemed to be (i) the average daily balance of
                        such Indebtedness during such four fiscal quarters or
                        such shorter period for which such facility was
                        outstanding or (ii) if such facility was created after
                        the end of such four fiscal quarters, the average daily
                        balance of such Indebtedness during the period from the
                        date of creation of such facility to the date of such
                        calculation) and the discharge of any other Indebtedness
                        repaid, repurchased, defeased or otherwise discharged
                        with the proceeds of such new Indebtedness as if such
                        discharge had occurred on the first day of such period;
                        or

                  (b)   has repaid, repurchased, defeased or otherwise
                        discharged any Indebtedness since the beginning of the
                        period that is no longer outstanding on such date of
                        determination or if the transaction giving rise to the
                        need to calculate the Consolidated Coverage Ratio
                        involves a discharge of Indebtedness (in each case other
                        than Indebtedness Incurred under any revolving credit
                        facility unless such Indebtedness has been permanently
                        repaid and the related commitment terminated),
                        Consolidated EBITDA and Consolidated Interest Expense
                        for such period will be calculated after giving effect
                        on a pro forma basis to such discharge of such
                        Indebtedness, including with the proceeds of such new
                        Indebtedness, as if such discharge had occurred on the
                        first day of such period;

            (2)   if since the beginning of such period the Company or any
                  Restricted Subsidiary will have made any Asset Disposition,
                  including, without limitation, by way of Sale/Leaseback
                  Transaction, or disposed of any company, division, operating
                  unit, segment, business, group of related assets or line of
                  business or if the transaction giving rise to the need to
                  calculate the Consolidated Coverage Ratio is such an Asset
                  Disposition:

                  (a)   the Consolidated EBITDA for such period will be reduced
                        by an amount equal to the Consolidated EBITDA (if
                        positive) directly attributable to the assets which are
                        the subject of such Asset Disposition for such period or
                        increased by an amount equal to the Consolidated EBITDA
                        (if negative) directly attributable thereto for such
                        period; and

                  (b)   Consolidated Interest Expense for such period will be
                        reduced by an amount equal to the Consolidated Interest
                        Expense directly attributable to any Indebtedness of the
                        Company or any Restricted Subsidiary repaid,
                        repurchased, defeased or otherwise discharged with
                        respect to the Company and its continuing Restricted
                        Subsidiaries in connection with such Asset Disposition
                        for such period (or, if the Capital Stock of any
                        Restricted Subsidiary is sold, the Consolidated Interest
                        Expense for such period directly

                                       7
<PAGE>

                        attributable to the Indebtedness of such Restricted
                        Subsidiary to the extent the Company and its continuing
                        Restricted Subsidiaries are no longer liable for such
                        Indebtedness after such sale);

            (3)   if since the beginning of such period the Company or any
                  Restricted Subsidiary (by merger or otherwise) will have made
                  an Investment in any Restricted Subsidiary (or any Person
                  which becomes a Restricted Subsidiary or is merged with or
                  into the Company) or an acquisition of assets, including any
                  acquisition of assets occurring in connection with a
                  transaction causing a calculation to be made hereunder, which
                  constitutes all or substantially all of a company, division,
                  operating unit, segment, business, group of related assets or
                  line of business, Consolidated EBITDA and Consolidated
                  Interest Expense for such period will be calculated after
                  giving pro forma effect thereto (including the Incurrence of
                  any Indebtedness) as if such Investment or acquisition
                  occurred on the first day of such period; and

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

For purposes of this definition, whenever pro forma effect is to be given to any
calculation under this definition, the pro forma calculations will be determined
in good faith by a responsible financial or accounting officer of the Company
(including pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X under the Securities Act). If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness will be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months). If any Indebtedness that is being given pro forma effect bears an
interest rate at the option of the Company, the interest rate shall be
calculated by applying such optional rate chosen by the Company.

            "Consolidated EBITDA" for any period means, without duplication, the
Consolidated Net Income for such period, plus the following to the extent
deducted in calculating such Consolidated Net Income:

            (1)   Consolidated Interest Expense;

            (2)   Consolidated Income Taxes;

                                       8
<PAGE>

            (3)   consolidated depreciation expense;

            (4)   consolidated amortization expense or impairment charges
                  recorded in connection with the application of Financial
                  Accounting Standard No. 142 "Goodwill and Other Intangibles";

            (5)   other noncash charges reducing Consolidated Net Income
                  (excluding any such noncash charge to the extent it represents
                  an accrual of or reserve for cash charges in any future period
                  or amortization of a prepaid cash expense that was paid in a
                  prior period not included in the calculation).

            Notwithstanding the preceding sentence, clauses (2) through (5)
relating to amounts of a Restricted Subsidiary of a Person will be added to
Consolidated Net Income to compute Consolidated EBITDA of such Person only to
the extent (and in the same proportion) that the net income (loss) of such
Restricted Subsidiary was included in calculating the Consolidated Net Income of
such Person and, to the extent the amounts set forth in clauses (2) through (5)
are in excess of those necessary to offset a net loss of such Restricted
Subsidiary or if such Restricted Subsidiary has net income for such period
included in Consolidated Net Income, only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders.

            "Consolidated EBITDAR" for any period means, without duplication,
the Consolidated EBITDA for such period, plus Consolidated Rent Expense, to the
extent deducted in calculating Consolidated Net Income. Notwithstanding the
preceding sentence, solely for the purposes of calculating Consolidated EBITDAR,
Consolidated Rent Expense relating to amounts of a Restricted Subsidiary of a
Person will be added to Consolidated Net Income to compute Consolidated EBITDA
of such Person only to the extent (and in the same proportion) that the net
income (loss) of such Restricted Subsidiary was included in calculating the
Consolidated Net Income of such Person and, to the extent Consolidated Rent
Expense is in excess of those necessary to offset a net loss of such Restricted
Subsidiary or if such Restricted Subsidiary has net income for such period
included in Consolidated Net Income, only if a corresponding amount would be
permitted at the date of determination to be dividended to the Company by such
Restricted Subsidiary without prior approval (that has not been obtained),
pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that
Restricted Subsidiary or its stockholders.

            "Consolidated Income Taxes" means, with respect to any Person for
any period, taxes imposed upon such Person or other payments required to be made
by such Person by any governmental authority which taxes or other payments are
calculated by reference to the income or profits of such Person or such Person
and its Restricted Subsidiaries (to the extent such income or profits were
included in computing Consolidated Net Income for such period), regardless of
whether such taxes or payments are required to be remitted to any governmental
authority.

                                       9
<PAGE>

            "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
whether paid or accrued, plus, to the extent not included in such interest
expense:

            (1)   (a) interest expense attributable to Capitalized Lease
                  Obligations and (b) the interest portion of rent expense
                  associated with Attributable Indebtedness in respect of the
                  relevant lease giving rise thereto, determined as if such
                  lease were a capitalized lease in accordance with GAAP and the
                  interest component of any deferred payment obligations;
                  provided however, that if Attributable Indebtedness is
                  classified as a Capitalized Lease Obligation, interest expense
                  shall be calculated in accordance with subclause (a) above,
                  rather than subclause (b);

            (2)   amortization of debt discount and debt issuance cost (provided
                  that any amortization of bond premium will be credited to
                  reduce Consolidated Interest Expense unless, pursuant to GAAP,
                  such amortization of bond premium has otherwise reduced
                  Consolidated Interest Expense);

            (3)   noncash interest expense;

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

            (5)   the interest expense on Indebtedness of another Person that is
                  Guaranteed by such Person or one of its Restricted
                  Subsidiaries or secured by a Lien on assets of such Person or
                  one of its Restricted Subsidiaries;

            (6)   costs associated with Hedging Obligations (including
                  amortization of fees) provided, however, that if Hedging
                  Obligations result in net benefits rather than costs, such
                  benefits shall be credited to reduce Consolidated Interest
                  Expense unless, pursuant to GAAP, such net benefits are
                  otherwise reflected in Consolidated Net Income;

            (7)   the consolidated interest expense of such Person and its
                  Restricted Subsidiaries that was capitalized during such
                  period;

            (8)   the product of (a) all dividends paid or payable, in cash,
                  Cash Equivalents or Indebtedness or accrued during such period
                  on any series of Disqualified Stock of such Person or on
                  Preferred Stock of its Restricted Subsidiaries payable to a
                  party other than the Company or a Wholly-Owned Subsidiary,
                  times (b) a fraction, the numerator of which is one and the
                  denominator of which is one minus the then current combined
                  federal, state, provincial and local statutory tax rate of
                  such Person, expressed as a decimal, in each case, on a
                  consolidated basis and in accordance with GAAP;

            (9)   Receivable Fees; and

                                       10
<PAGE>

            (10)  the cash contributions to any employee stock ownership plan or
                  similar trust to the extent such contributions are used by
                  such plan or trust to pay interest or fees to any Person
                  (other than the Company and its Restricted Subsidiaries) in
                  connection with Indebtedness Incurred by such plan or trust.

For the purpose of calculating the Consolidated Coverage Ratio in connection
with the Incurrence of any Indebtedness described in the final paragraph of the
definition of "Indebtedness," the calculation of Consolidated Interest Expense
shall include all interest expense (including any amounts described in clauses
(1) through (10) above) relating to any Indebtedness of the Company or any
Restricted Subsidiary described in the final paragraph of the definition of
"Indebtedness."

            For purposes of the foregoing, total interest expense will be
determined (i) after giving effect to any net payments made or received by the
Company and its Subsidiaries with respect to Interest Rate Agreements and (ii)
exclusive of amounts classified as other comprehensive income in the balance
sheet of the Company. Notwithstanding anything to the contrary contained herein,
commissions, discounts, yield and other fees and charges Incurred in connection
with any transaction pursuant to which the Company or its Restricted
Subsidiaries may sell, convey or otherwise transfer or grant a security interest
in any accounts receivable or related assets shall be included in Consolidated
Interest Expense.

            "Consolidated Leverage Ratio" as of any date of determination, means
the ratio of:

            (1)   the sum of (A) the aggregate outstanding Indebtedness of the
                  Company and its Restricted Subsidiaries (assuming all
                  committed amounts under any revolving credit facility are
                  fully drawn) and (B) the product of (i) eight and (ii) the
                  Consolidated Rent Expense of the Company and its Restricted
                  Subsidiaries for the period of the most recent four
                  consecutive fiscal quarters ending prior to the date of
                  determination, each as of the date of calculation on a
                  consolidated basis in accordance with GAAP to

            (2)   Consolidated EBITDAR of the Company and its Restricted
                  Subsidiaries for the period of the most recent four
                  consecutive fiscal quarters ending prior to the date of such
                  determination; provided, however, that:

            (3)   if the Company or any Restricted Subsidiary:

                  (a)   has Incurred any Indebtedness since the beginning of
                        such period that remains outstanding on such date of
                        determination or if the transaction giving rise to the
                        need to calculate the Leverage Ratio is an Incurrence of
                        Indebtedness, Indebtedness at the end of such period and
                        Consolidated EBITDAR and Consolidated Interest Expense
                        for such period will be calculated after giving effect
                        on a pro forma basis to such Indebtedness as if such
                        Indebtedness had been Incurred on the first day of such
                        period (except that in making such computation, the
                        amount of Indebtedness under any revolving

                                       11
<PAGE>

                        credit facility outstanding on the date of such
                        calculation will be deemed to be: (i) the average daily
                        balance of such Indebtedness during such four fiscal
                        quarters or such shorter period for which such facility
                        was outstanding or (ii) if such facility was created
                        after the end of such four fiscal quarters, the average
                        daily balance of such Indebtedness during the period
                        from the date of creation of such facility to the date
                        of such calculation) and the discharge of any other
                        Indebtedness repaid, repurchased, defeased or otherwise
                        discharged with the proceeds of such new Indebtedness as
                        if such discharge had occurred on the first day of such
                        period; or

                  (b)   has repaid, repurchased, defeased or otherwise
                        discharged any Indebtedness since the beginning of the
                        period that is no longer outstanding on such date of
                        determination or if the transaction giving rise to the
                        need to calculate the Leverage Ratio involves a
                        discharge of Indebtedness (in each case other than
                        Indebtedness Incurred under any revolving credit
                        facility unless such Indebtedness has been permanently
                        repaid and the related commitment terminated),
                        Indebtedness at the end of such period and Consolidated
                        EBITDAR and Consolidated Interest Expense for such
                        period will be calculated after giving effect on a pro
                        forma basis to such discharge of such Indebtedness,
                        including with the proceeds of such new Indebtedness, as
                        if such discharge had occurred on the first day of such
                        period;

            (4)   if since the beginning of such period the Company or any
                  Restricted Subsidiary will have made any Asset Disposition,
                  including, without limitation, by way of Sale/Leaseback
                  Transactions, or disposed of any company, division, operating
                  unit, segment, business, group of related assets or line of
                  business or if the transaction giving rise to the need to
                  calculate the Leverage Ratio is such an Asset Disposition:

                  (a)   Indebtedness at the end of such period will be reduced
                        by an amount equal to the Indebtedness discharged,
                        defeased or retired with the Net Available Cash of such
                        Asset Disposition and the assumption of Indebtedness by
                        the Transferee;

                  (b)   the Consolidated EBITDAR for such period will be reduced
                        by an amount equal to the Consolidated EBITDAR (if
                        positive) directly attributable to the assets which are
                        the subject of such Asset Disposition for such period or
                        increased by an amount equal to the Consolidated EBITDAR
                        (if negative) directly attributable thereto for such
                        period; and

                  (c)   Consolidated Interest Expense for such period will be
                        reduced by an amount equal to the Consolidated Interest
                        Expense directly attributable to any Indebtedness of the
                        Company or any Restricted

                                       12
<PAGE>

                        Subsidiary repaid, repurchased, defeased or otherwise
                        discharged with respect to the Company and its
                        continuing Restricted Subsidiaries in connection with
                        such Asset Disposition for such period (or, if the
                        Capital Stock of any Restricted Subsidiary is sold, the
                        Consolidated Interest Expense for such period directly
                        attributable to the Indebtedness of such Restricted
                        Subsidiary to the extent the Company and its continuing
                        Restricted Subsidiaries are no longer liable for such
                        Indebtedness after such sale);

            (5)   if since the beginning of such period the Company or any
                  Restricted Subsidiary (by merger or otherwise) will have made
                  an Investment in any Restricted Subsidiary (or any Person
                  which becomes a Restricted Subsidiary or is merged with or
                  into the Company) or an acquisition of assets, including any
                  acquisition of assets occurring in connection with a
                  transaction causing a calculation to be made hereunder, which
                  constitutes all or substantially all of a company, division,
                  operating unit, segment, business or group of related assets
                  or line of business, Indebtedness at the end of such period
                  and Consolidated EBITDAR, Consolidated Interest Expense and
                  Consolidated Rent Expense for such period will be calculated
                  after giving pro forma effect thereto (including the
                  Incurrence of any Indebtedness) as if such Investment or
                  acquisition occurred on the first day of such period; and

            (6)   if since the beginning of such period any Person (that
                  subsequently became a Restricted Subsidiary or was merged with
                  or into the Company or any Restricted Subsidiary since the
                  beginning of such period) will have Incurred any Indebtedness,
                  discharged any Indebtedness, made any Asset Disposition or any
                  Investment or acquisition of assets, or Incurred or discharged
                  any obligations relating to operating leases that would have
                  required an adjustment pursuant to clause (3), (4) or (5)
                  above if made by the Company or a Restricted Subsidiary during
                  such period, Indebtedness at the end of such period and
                  Consolidated EBITDAR and Consolidated Rent Expense for such
                  period will be calculated after giving pro forma effect
                  thereto as if such transaction occurred on the first day of
                  such period.

The pro forma calculations will be determined in good faith by a responsible
financial or accounting officer of the Company (including pro forma expense and
cost reductions calculated on a basis consistent with Regulation S-X under the
Securities Act).

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

            (1)   any net income (loss) of any Person if such Person is not a
                  Restricted Subsidiary, except that:

                                       13
<PAGE>

                  (a)   subject to the limitations contained in clauses (3), (4)
                        and (5) below, the Company's equity in the net income of
                        any such Person for such period will be included in such
                        Consolidated Net Income up to the aggregate amount of
                        cash actually distributed by such Person during such
                        period to the Company or a Restricted Subsidiary as a
                        dividend or other distribution (subject, in the case of
                        a dividend or other distribution to a Restricted
                        Subsidiary, to the limitations contained in clause (2)
                        below); and

                  (b)   the Company's equity in a net loss of any such Person
                        (other than an Unrestricted Subsidiary) for such period
                        will be included in determining such Consolidated Net
                        Income to the extent such loss has been funded with cash
                        from the Company or a Restricted Subsidiary;

            (2)   any net income (but not loss) of any Restricted Subsidiary if
                  such Subsidiary is subject to restrictions, directly or
                  indirectly, on the payment of dividends or the making of
                  distributions by such Restricted Subsidiary, directly or
                  indirectly, to the Company, except that:

                  (a)   subject to the limitations contained in clauses (3), (4)
                        and (5) below, the Company's equity in the net income of
                        any such Restricted Subsidiary for such period will be
                        included in such Consolidated Net Income up to the
                        aggregate amount of cash that could have been
                        distributed by such Restricted Subsidiary during such
                        period to the Company or another Restricted Subsidiary
                        as a dividend (subject, in the case of a dividend to
                        another Restricted Subsidiary, to the limitation
                        contained in this clause); and

                  (b)   the Company's equity in a net loss of any such
                        Restricted Subsidiary for such period will be included
                        in determining such Consolidated Net Income;

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

            (4)   any extraordinary gain or loss; and

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

            "Consolidated Rent Expense" for any period means the total rental
expense relating to operating leases of the Company and its consolidated
Restricted Subsidiaries, whether paid or accrued, less cash rent income received
by the Company and its consolidated Restricted Subsidiaries; provided that for
the purposes of calculating the Consolidated Leverage Ratio of

                                       14
<PAGE>

the Company and its consolidated Restricted Subsidiaries, Consolidated Rent
Expense will exclude any rental expense that would be classified as
Indebtedness.

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company or Holdings, as the case may be,
who: (1) was a member of such Board of Directors on the date of this Indenture;
or (2) was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of the
relevant Board at the time of such nomination or election.

            "Credit Facility" means, with respect to the Company or any
Subsidiary Guarantor, one or more credit facilities, including, without
limitation, the Senior Secured Credit Agreement or commercial paper facilities
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time (and whether or not with the original administrative
agent and lenders or another administrative agent or agents or other lenders and
whether provided under the original Senior Secured Credit Agreement or any other
credit or other agreement or indenture).

            "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement, futures contract, option contract or
other similar agreement as to which such Person is a party or a beneficiary.

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

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

            "Definitive Securities" means certificated Securities.

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

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

            (2)   is convertible or exchangeable for Indebtedness or
                  Disqualified Stock (excluding Capital Stock which is
                  convertible or exchangeable solely at the option of the
                  Company or a Restricted Subsidiary); or

            (3)   is redeemable at the option of the holder of the Capital Stock
                  in whole or in part,

in each case on or prior to the date that is 91 days after the earlier of the
date (a) of the Stated Maturity of the Securities or (b) on which there are no
Securities outstanding, provided that only

                                       15
<PAGE>

the portion of Capital Stock which so matures or is mandatorily redeemable, is
so convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such date will be deemed to be Disqualified Stock; provided,
further that any Capital Stock that would constitute Disqualified Stock solely
because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or asset sale
(each defined in a substantially identical manner to the corresponding
definitions in this Indenture) shall not constitute Disqualified Stock if the
terms of such Capital Stock (and all such securities into which it is
convertible or for which it is ratable or exchangeable) provide that the Company
may not repurchase or redeem any such Capital Stock (and all such securities
into which it is convertible or for which it is ratable or exchangeable)
pursuant to such provision prior to compliance by the Company with the
provisions of this Indenture described under Section 3.5 and Section 3.10 and
such repurchase or redemption complies with Section 3.3.

            "DTC" means The Depository Trust Company, its nominees and their
respective successors and assigns, or such other depository institution
hereinafter appointed by the Company.

            "Earn-Out Payment" means any contingent consideration based on
future operating or other performance relating to an Investment of the type
described in clause (1) or (2) of the definition "Permitted Investment,"
following the consummation of such Investment, based on criteria set forth in
the documentation governing or relating to such Investment.

            "Euroclear" means Euroclear Bank S.A./N.V. or any successor
securities clearing agency.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

            "Exchange Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Fiscal Year" means the fiscal year of the Company ending on the
Thursday nearest to October 31 of each year.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations based on GAAP contained in
this Indenture will be computed in conformity with GAAP.

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

            (1)   to purchase or pay (or advance or supply funds for the
                  purchase or payment of) such Indebtedness of such other Person
                  (whether arising by

                                       16
<PAGE>

                  virtue of partnership arrangements, or by agreement to
                  keep-well, to purchase assets, goods, securities or services,
                  to take-or-pay, or to maintain financial statement conditions
                  or otherwise); or

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

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

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

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

            "Holdings" has the meaning ascribed to it in the second introductory
paragraph of this Indenture.

            "IAI" means an institutional "accredited investor" as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

            "Incur" means issue, create, assume, Guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Restricted Subsidiary
(whether by merger, consolidation, acquisition or otherwise) will be deemed to
be Incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary; and the terms "Incurred" and "Incurrence" have meanings correlative
to the foregoing.

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

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

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

            (3)   the principal component of all obligations of such Person in
                  respect of letters of credit (not cash collateralized),
                  bankers' acceptances or other similar instruments (including
                  reimbursement obligations with respect, in either case,
                  thereto except to the extent such reimbursement obligation

                                       17
<PAGE>

                  relates to (i) a trade payable or (ii) the ordinary course
                  operations of the Company or any of its Restricted
                  Subsidiaries; provided that the underlying obligation would
                  not otherwise constitute Indebtedness, and such obligation is
                  satisfied within 30 days of Incurrence);

            (4)   the principal component of all obligations of such Person to
                  pay the deferred and unpaid purchase price of property (except
                  trade payables), which purchase price is due more than six
                  months after the date of placing such property in service or
                  taking delivery and title thereto, excluding any Earn-Out
                  Payment obligation relating to any Investment made in
                  accordance with clause (1) or (2) of the definition of
                  "Permitted Investment";

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

            (6)   the principal component or liquidation preference of all
                  obligations of such Person with respect to the redemption,
                  repayment or other repurchase of any Disqualified Stock or,
                  with respect to any Restricted Subsidiary that is not a
                  Subsidiary Guarantor, any Preferred Stock;

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

            (8)   the principal component of Indebtedness of other Persons to
                  the extent Guaranteed by such Person; and

            (9)   to the extent not otherwise included in this definition, net
                  obligations of such Person under Currency Agreements and
                  Interest Rate Agreements (the amount of any such obligations
                  to be equal at any time to the termination value of such
                  agreement or arrangement giving rise to such obligation that
                  would be payable by such Person at such time).

The amount of Indebtedness of any Person at any date will be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date. Notwithstanding the
foregoing, money borrowed and set aside at the time of the Incurrence of any
Indebtedness in order to pre-fund the payment of interest on such Indebtedness
shall not be deemed to be "Indebtedness" provided that such money is held to
secure the payment of such interest.

            In addition, "Indebtedness" of any Person shall include Indebtedness
described in the preceding paragraph that would not appear as a liability on the
balance sheet of such Person if:

                                       18
<PAGE>

            (1)   such Indebtedness is the obligation of a partnership or joint
                  venture that is not a Restricted Subsidiary (a "Joint
                  Venture");

            (2)   such Person or a Restricted Subsidiary of such Person is a
                  general partner of the Joint Venture (a "General Partner");
                  and

            (3)   there is recourse, by contract or operation of law, with
                  respect to the payment of such Indebtedness to property or
                  assets of such Person or a Restricted Subsidiary of such
                  Person; and then such Indebtedness shall be included in an
                  amount not to exceed:

                  (a)   the lesser of (i) the net assets of the General Partner
                        and (ii) the amount of such obligations to the extent
                        that there is recourse, by contract or operation of law,
                        to the property or assets of such Person or a Restricted
                        Subsidiary of such Person; or

                  (b)   if less than the amount determined pursuant to clause
                        (a) immediately above, the actual amount of such
                        Indebtedness that is recourse to such Person or a
                        Restricted Subsidiary of such Person, if the
                        Indebtedness is evidenced by a writing and is for a
                        determinable amount.

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

            "Initial Purchasers" means, together, J.P. Morgan Securities Inc.
and CIBC World Markets Corp., with respect to the Initial Securities.

            "Initial Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

            "Investment" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the form of any direct or
indirect advance, loan (other than advances or extensions of credit to customers
in the ordinary course of business) or other extensions of credit (including by
way of Guarantee or similar arrangement, but excluding any debt or extension of
credit represented by a bank deposit other than a time deposit) or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by, such Person and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that none of the following will be deemed to be an Investment:

                                       19
<PAGE>

            (1)   Hedging Obligations entered into in the ordinary course of
                  business and in compliance with this Indenture;

            (2)   endorsements of negotiable instruments and documents in the
                  ordinary course of business; and

            (3)   an acquisition of assets, Capital Stock or other securities by
                  the Company or a Restricted Subsidiary for consideration to
                  the extent such consideration consists of Common Stock of the
                  Company.

For purposes of Section 3.3:

            (1)   "Investment" will include the portion (proportionate to the
                  Company's equity interest in a Restricted Subsidiary to be
                  designated as an Unrestricted Subsidiary) of the fair market
                  value of the net assets of such Restricted Subsidiary at the
                  time that such Restricted Subsidiary is designated an
                  Unrestricted Subsidiary; provided, however, that upon a
                  redesignation of such Subsidiary as a Restricted Subsidiary,
                  the Company will be deemed to continue to have a permanent
                  "Investment" in an Unrestricted Subsidiary in an amount (if
                  positive) equal to (a) the Company's "Investment" in such
                  Subsidiary at the time of such redesignation less (b) the
                  portion (proportionate to the Company's equity interest in
                  such Subsidiary) of the fair market value of the net assets
                  (as conclusively determined by the Board of Directors of the
                  Company in good faith) of such Subsidiary at the time that
                  such Subsidiary is so re-designated a Restricted Subsidiary;
                  and

            (2)   any property transferred to or from an Unrestricted Subsidiary
                  will be valued at its fair market value at the time of such
                  transfer, in each case as determined in good faith by the
                  Board of Directors of the Company. If the Company or any
                  Restricted Subsidiary sells or otherwise disposes of any
                  Voting Stock of any Restricted Subsidiary such that, after
                  giving effect to any such sale or disposition, such entity is
                  no longer a Subsidiary of the Company, the Company shall be
                  deemed to have made an Investment on the date of any such sale
                  or disposition equal to the fair market value (as conclusively
                  determined by the Board of Directors of the Company in good
                  faith) of the Capital Stock of such Subsidiary not sold or
                  disposed of.

            "Issue Date" means the closing date for the sale and issuance of the
Initial Securities.

            "Legal Holiday" has the meaning ascribed to it in Section 11.8.

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

                                       20
<PAGE>

            "Net Available Cash" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal (but not interest) pursuant to a note or installment receivable or
otherwise and net proceeds from the sale or other disposition of any securities
received as consideration, but only as and when received, but excluding any
other consideration received in the form of assumption by the acquiring person
of Indebtedness or other obligations relating to the properties or assets that
are the subject of such Asset Disposition or received in any other noncash form)
therefrom, in each case net of:

            (1)   all legal, accounting, investment banking, title and recording
                  tax expenses, commissions and other fees and expenses Incurred
                  (including severance and relocation costs and expenses), and
                  all Federal, state, provincial, foreign and local taxes
                  required to be paid or accrued as a liability under GAAP
                  (after taking into account any available tax credits or
                  deductions and any tax sharing agreements), as a consequence
                  of such Asset Disposition;

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

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

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

            "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees and charges
actually Incurred in connection with such issuance or sale and net of taxes paid
or payable as a result of such issuance or sale (after taking into account any
available tax credit or deductions and any tax sharing arrangements).

            "Non-Recourse Debt" means Indebtedness of a Person:

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

            (2)   no default with respect to which (including any rights that
                  the holders thereof may have to take enforcement action
                  against an Unrestricted

                                       21
<PAGE>

                  Subsidiary) would permit (upon notice, lapse of time or both)
                  any holder of any other Indebtedness of the Company or any
                  Restricted Subsidiary to declare a default under such other
                  Indebtedness or cause the payment thereof to be accelerated or
                  payable prior to its stated maturity; and

            (3)   the explicit terms of which provide there is no recourse
                  against any of the assets of the Company or its Restricted
                  Subsidiaries.

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

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

            "Officers' Certificate" means a certificate signed by two Officers
or by an Officer and either the Assistant Treasurer or the Assistant Secretary
of the Company.

            "Opinion of Counsel" means a written opinion from legal counsel who
is acceptable to the Trustee. The counsel may be an employee of or counsel to
the Company or the Trustee.

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

            "Permitted Holders" means Wind Point Partners IV, L.P., Wind Point
Partners V, L.P. and any Affiliate or Related Person thereof.

            "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

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

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

            (3)   cash and Cash Equivalents;

            (4)   receivables owing to the Company or any Restricted Subsidiary
                  created or acquired in the ordinary course of business and
                  payable or dischargeable in accordance with customary trade
                  terms; provided, however, that such trade terms may include
                  such concessionary trade terms as the Company

                                       22
<PAGE>

                  or any such Restricted Subsidiary deems reasonable under the
                  circumstances;

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

            (6)   loans or advances to employees (other than executive officers)
                  made in the ordinary course of business consistent with past
                  practices of the Company or such Restricted Subsidiary;

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

            (8)   Investments made as a result of the receipt of noncash
                  consideration from an Asset Disposition that was made pursuant
                  to and in compliance with Section 3.5;

            (9)   Investments in existence on the Issue Date;

            (10)  Currency Agreements, Interest Rate Agreements and related
                  Hedging Obligations, which transactions or obligations are
                  Incurred in compliance with Section 3.2;

            (11)  Investments by the Company or any of its Restricted
                  Subsidiaries, together with all other Investments pursuant to
                  this clause (11), in an aggregate amount at the time of such
                  Investment not to exceed $5.0 million outstanding at any one
                  time (with the fair market value of such Investment being
                  measured at the time made and without giving effect to
                  subsequent changes in value);

            (12)  Guarantees issued in accordance with Section 3.2; and

            (13)  any Asset Swap made in accordance with Section 3.5.

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

            (1)   Liens securing Indebtedness and other obligations under the
                  Senior Secured Credit Agreement and related Hedging
                  Obligations and liens on assets of Restricted Subsidiaries
                  securing Guarantees of Indebtedness and other obligations of
                  the Company under this Senior Secured Credit Agreement
                  permitted to be Incurred under this Indenture in an aggregate
                  principal amount at any one time outstanding not to exceed
                  $50.0 million;

                                       23
<PAGE>

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

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

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

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

            (6)   encumbrances, ground leases, easements or reservations of, or
                  rights of others for, licenses, rights of way, sewers,
                  electric lines, telegraph and telephone lines and other
                  similar purposes, or zoning, building codes or other
                  restrictions (including, without limitation, minor defects or
                  irregularities in title and similar encumbrances) as to the
                  use of real properties or liens incidental to the conduct of
                  the business of such Person or to the ownership of its
                  properties which do not in the aggregate materially adversely
                  affect the value of said properties or materially impair their
                  use in the operation of the business of such Person;

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

            (8)   leases, licenses, subleases and sublicenses of assets
                  (including, without limitation, real property and intellectual
                  property rights) which do not materially interfere with the
                  ordinary conduct of the business of the Company or any of its
                  Restricted Subsidiaries;

            (9)   judgment Liens not giving rise to an Event of Default so long
                  as such Lien is adequately bonded and any appropriate legal
                  proceedings which may

                                       24

<PAGE>

                  have been duly initiated for the review of such judgment have
                  not been finally terminated or the period within which such
                  proceedings may be initiated has not expired;

            (10)  Liens for the purpose of securing the payment of all or a part
                  of the purchase price of, or Capitalized Lease Obligations,
                  purchase money obligations or other payments Incurred to
                  finance the acquisition, improvement or construction of,
                  assets or property acquired or constructed in the ordinary
                  course of business; provided that:

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

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

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

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

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

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

            (13)  Liens existing on the Issue Date;

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

                                       25
<PAGE>

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

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

            (17)  Liens securing the Securities and Guarantees;

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

            (19)  any interest or title of a lessor under any Capitalized Lease
                  Obligation or operating lease;

            (20)  Liens on property of the Company or any Restricted Subsidiary
                  that are the subject of a Sale/Leaseback Transaction securing
                  Attributable Indebtedness Incurred in connection with such
                  Sale/Leaseback Transaction; provided that the Net Available
                  Cash from such Sale/Leaseback Transaction is applied in
                  accordance with Section 3.5;

            (21)  Liens securing Indebtedness (other than Subordinated
                  Obligations and Guarantor Subordinated Obligations) in an
                  aggregate principal amount outstanding at any one time not to
                  exceed 10% of Total Tangible Assets at the time of
                  determination.

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

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

            "Professional Services Agreement" means the Professional Services
Agreement, dated as of June 13, 2003, among Holdings, Wind Point Investors IV,
L.P. and Wind Point Investors V, L.P., as amended from time to time.

                                       26

<PAGE>

            "Public Equity Offering" means a primary public offering for cash by
the Company or Holdings, as the case may be, of its Common Stock, or options,
warrants or rights with respect to its Common Stock made pursuant to a
registration statement that has been declared effective by the SEC, other than
public offerings with respect to the Company's or Holdings' Common Stock, or
options, warrants or rights, registered on Form S-4 or S-8.

            A "Public Market" exists at any time with respect to the Common
Stock of the Company or Holdings, as the case may be, if:

            (1)   the Common Stock of the Company or Holdings, as the case may
                  be, is then registered with SEC pursuant to Section 12(b) or
                  12(g) of Exchange Act and traded either on a national
                  securities exchange or in the National Association of
                  Securities Dealers Automated Quotation System; and

            (2)   at least 15% of the total issued and outstanding Common Stock
                  of the Company or Holdings, as the case may be, has been
                  distributed prior to such time by means of an effective
                  registration statement under the Securities Act of 1933, as
                  amended.

            "QIB" means any "qualified institutional buyer" as such term is
defined in Rule 144A.

            "Qualified Equity Offering" means a primary public or private sale
for cash by the Company or Holdings, as the case may be, of its Common Stock, or
options, warrants or rights with respect to its Common Stock, other than a
public offering with respect to the Company's or Holdings' Common Stock, or
options, warrants or rights, registered on Form S-4 or S-8.

            "Receivable" means a right to receive payment arising from a sale or
lease of goods or the performance of services by a Person pursuant to an
arrangement with another Person pursuant to which such other Person is obligated
to pay for goods or services under terms that permit the purchase of such goods
and services on credit and shall include, in any event, any items of property
that would be classified as an "account," "chattel paper," "payment intangible"
or "instrument" under the Uniform Commercial Code as in effect in the State of
New York and any "supporting obligations" as so defined.

            "Receivables Fees" means any fees or interest paid to purchasers or
lenders providing the financing in connection with a factoring agreement or
other similar agreement, including any such amounts paid by discounting the face
amount of Receivables or participations therein transferred in connection with a
factoring agreement or other similar arrangement, regardless of whether any such
transaction is structured as on-balance sheet or off-balance sheet or through a
Restricted Subsidiary or an Unrestricted Subsidiary.

            "Redemption Date" means, with respect to any redemption of
Securities, the date of redemption with respect thereto.

            "Refinancing Indebtedness" means Indebtedness that is Incurred to
refund, refinance, replace, exchange, renew, repay or extend (including pursuant
to any defeasance or

                                       27

<PAGE>

discharge mechanism) (collectively, "refinance," "refinances," and "refinanced"
shall have a correlative meaning) any Indebtedness existing on the date of this
Indenture or Incurred in compliance with this Indenture (including Indebtedness
of the Company that refinances Indebtedness of any Restricted Subsidiary and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of
another Restricted Subsidiary) including Indebtedness that refinances
Refinancing Indebtedness, provided, however, that:

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

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

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

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

            "Registered Exchange Offer" shall have the meaning set forth in the
Registration Rights Agreement.

            "Registration Rights Agreement" means that certain registration
rights agreement dated as of the date of this Indenture by and among the
Company, the Securities Guarantors and the initial purchasers set forth therein;
and with respect to any Additional Securities, one or more substantially similar
registration rights agreement among the Company and the other parties thereto,
as such agreement(s) may be amended from time to time.

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

                                       28
<PAGE>

            "Related Business" means any business which is the same as or
related, ancillary or complementary to any of the businesses of the Company and
its Restricted Subsidiaries on the date of this Indenture.

            "Related Person" with respect to any Permitted Holder means:

            (1)   any controlling stockholder or a majority (or more) owned
                  Subsidiary of such Permitted Holder or, in the case of an
                  individual, any spouse or immediate family member of such
                  Permitted Holder, any trust created for the benefit of such
                  individual or such individual's estate, executor,
                  administrator, committee or beneficiaries; or

            (2)   any trust, corporation, partnership or other entity, the
                  beneficiaries, stockholders, partners, owners or Persons
                  beneficially holding a majority (or more) controlling interest
                  of which consist of such Permitted Holder and/or such other
                  Persons referred to in the immediately preceding clause (1).

            "Restricted Investment" means any Investment other than a Permitted
Investment.

            "Restricted Period", with respect to any Securities, means the
period of 40 consecutive days beginning on and including the later of (A) the
day on which the Securities are first offered to Persons other than distributors
(as defined in Regulation S), notice of which day shall be promptly given by the
Company to the Trustee, and (B) the issue date with respect to such Securities.

            "Restricted Securities Legend" means the Private Placement Legend
set forth in clause (1) of Section 2.1(d)(A) or the Regulation S Legend set
forth in clause (2) of Section 2.1(d)(B), as applicable.

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

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

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

            "SEC" means the United States Securities and Exchange Commission.

            "Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Securities Act" means the Securities Act of 1933 (15 U.S.C.
Sections 77a-77aa), as amended, and the rules and regulations of the SEC
promulgated thereunder.

                                       29
<PAGE>

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

            "Securities Guarantee" means, individually, any Guarantee of payment
of the Securities and Exchange Securities issued in a registered exchange offer
pursuant to a Registration Rights Agreement by a Securities Guarantor pursuant
to the terms of this Indenture and any supplemental indenture thereto (including
pursuant to Exhibit C). Each such Securities Guarantee will be in the form
prescribed by this Indenture.

            "Securities Guarantor" means Holdings, and each Subsidiary of the
Company in existence on the Issue Date that provides a guarantee under the
Senior Secured Credit Agreement and any other Subsidiary of the Company that
provides a Securities Guarantee in accordance with this Indenture; provided that
upon the release or discharge of such Person from its Securities Guarantee in
accordance with this Indenture, such Person shall cease to be a Securities
Guarantor.

            "Securities Register" means the register of Securities, maintained
by the Registrar, pursuant to Section 2.3.

            "Senior Secured Credit Agreement" means the Credit Facility to be
entered into among the Company, Wells Fargo Foothill, Inc. as Administrative
Agent and the lenders parties thereto from time to time, as the same may be
amended, supplemented or otherwise modified from time to time.

            "Shelf Registration Statement" shall have the meaning set forth in
the Registration Rights Agreement.

            "Significant Subsidiary" means any Restricted Subsidiary that would
be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision, but shall not include any contingent obligations to repay,
redeem or repurchase any such principal prior to the date originally scheduled
for the payment thereof.

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

            "Subsidiary" of any Person means (a) any corporation, association or
other business entity (other than a partnership, joint venture, limited
liability company or similar entity) of which more than 50% of the total
ordinary voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof (or persons performing similar functions) or (b) any
partnership, joint venture limited liability company or similar entity of which
more than 50% of the capital accounts, distribution rights, total equity and
voting interests or general or limited partnership

                                       30

<PAGE>

interests, as applicable, is, in the case of clauses (a) and (b), at the time
owned or controlled, directly or indirectly, by (1) such Person, (2) such Person
and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person. Unless otherwise specified herein, each reference to a Subsidiary
will refer to a Subsidiary of the Company.

            "Subsidiary Guarantor" means each Subsidiary of the Company that is
a Securities Guarantor.

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

            "Total Tangible Assets" means the total consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent balance
sheet of the Company, less goodwill, patents, trademarks, franchise rights and
other intangible assets as determined in accordance with GAAP.

            "Treasury Rate" has the meaning ascribed to it in paragraph 5 of the
form of Securities set forth in Exhibit A and Exhibit B hereto.

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

            "Trust Officer" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

            "Unrestricted Subsidiary" means:

            (1)   any Subsidiary of the Company that at the time of
                  determination shall be designated an Unrestricted Subsidiary
                  by the Board of Directors of the Company in the manner
                  provided below; and

            (2)   any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the
Company (including any newly acquired or newly formed Subsidiary or a Person
becoming a Subsidiary through merger or consolidation or Investment therein) to
be an Unrestricted Subsidiary only if:

            (1)   such Subsidiary or any of its Subsidiaries does not own any
                  Capital Stock or Indebtedness of or have any Investment in, or
                  own or hold any Lien on any property of, any other Subsidiary
                  of the Company which is not a Subsidiary of the Subsidiary to
                  be so designated or otherwise an Unrestricted Subsidiary;

                                       31

<PAGE>

            (2)   all the Indebtedness of such Subsidiary and its Subsidiaries
                  shall, at the date of designation, and will at all times
                  thereafter, consist of Non-Recourse Debt;

            (3)   such designation and the Investment of the Company in such
                  Subsidiary complies with Section 3.3;

            (4)   such Subsidiary, either alone or in the aggregate with all
                  other Unrestricted Subsidiaries, does not operate, directly or
                  indirectly, all or substantially all of the business of the
                  Company and its Subsidiaries;

            (5)   such Subsidiary is a Person with respect to which neither the
                  Company nor any of its Restricted Subsidiaries has any direct
                  or indirect obligation:

                  (a)   to subscribe for additional Capital Stock of such
                        Person; or

                  (b)   to maintain or preserve such Person's financial
                        condition or to cause such Person to achieve any
                        specified levels of operating results; and

            (6)   on the date such Subsidiary is designated an Unrestricted
                  Subsidiary, such Subsidiary is not a party to any agreement,
                  contract, arrangement or understanding with the Company or any
                  Restricted Subsidiary with terms substantially less favorable
                  to the Company than those that might have been obtained from
                  Persons who are not Affiliates of the Company.

Any such designation by the Board of Directors of the Company shall be evidenced
to the Trustee by filing with the Trustee a resolution of the Board of Directors
of the Company giving effect to such designation and an Officers' Certificate
certifying that such designation complies with the foregoing conditions. If, at
any time, any Unrestricted Subsidiary would fail to meet the foregoing
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be Incurred as of such date.

            The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that immediately after giving
effect to such designation, no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof and the Company could
Incur at least $1.00 of additional Indebtedness under the first paragraph of
Section 3.2 (without giving effect to clause (2) thereof) on a pro forma basis
taking into account such designation.

            "U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation of the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as

                                       32

<PAGE>

custodian with respect to any such U.S. Government Obligations or a specific
payment of principal of or interest on any such U.S. Government Obligations held
by such custodian for the account of the holder of such depositary receipt;
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligations or the specific payment of principal of or interest on
the U.S. Government Obligations evidenced by such depositary receipt.

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

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

                                       33

<PAGE>

                        SECTION 1.2. Other Definitions.

<TABLE>
<CAPTION>
                                                                                                               Defined in
Term                                                                                                             Section
----                                                                                                             -------
<S>                                                                                                            <C>
"Additional Restricted Securities"..........................................................                      2.1(b)

"Affiliate Transaction".....................................................................                      3.8

"Agent".....................................................................................                      3.13

"Agent Members".............................................................................                      2.1(e)

"Asset Disposition Offer"...................................................................                      3.5

"Asset Disposition Offer Amount"............................................................                      3.5

"Asset Disposition Purchase Date"...........................................................                      3.5

"Authenticating Agent"......................................................................                      2.2

"Certificate of Destruction"................................................................                      2.12

"Change of Control Offer"...................................................................                      3.10

"Change of Control Payment".................................................................                      3.10

"Change of Control Payment Date"............................................................                      3.10

"Company Order".............................................................................                      2.2

"covenant defeasance option"................................................................                      8.1

"cross acceleration provision"..............................................................                      6.1

"Defaulted Interest"........................................................................                      2.13

"Event of Default"..........................................................................                      6.1

"Excess Proceeds"...........................................................................                      3.5

"Exchange Global Note"......................................................................                      2.1(b)

"Guarantor Obligations".....................................................................                     10.1

"Global Securities".........................................................................                      2.1(b)

"Institutional Accredited Investor Global Note".............................................                      2.1(b)
</TABLE>

                                       34

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Defined in
Term                                                                                                             Section
----                                                                                                             -------
<S>                                                                                                            <C>
"Institutional Accredited Investor Notes"...................................................                      2.1(b)

"judgment default provision"................................................................                      6.1

"legal defeasance option"...................................................................                      8.1

"Pari Passu Notes"..........................................................................                      3.5

"payment default"...........................................................................                      6.1

"Paying Agent"..............................................................................                      2.3

"Permanent Regulation S Global Note"........................................................                      2.1(b)

"Private Placement Legend"..................................................................                      2.1(d)

"protected purchaser".......................................................................                      2.9

"Registrar".................................................................................                      2.3

"Regulation S Global Note"..................................................................                      2.1(b)

"Regulation S Legend".......................................................................                      2.1(d)

"Regulation S Notes"........................................................................                      2.1(b)

"Resale Restriction Termination Date".......................................................                      2.6(a)

"Restricted Payment"........................................................................                      3.3

"Restricted Securities".....................................................................                      2.1(a)

"Rule 144A Global Note".....................................................................                      2.1(b)

"Rule 144A Notes"...........................................................................                      2.1(b)

"Special Interest Payment Date".............................................................                      2.13(a)

"Special Record Date".......................................................................                      2.13(a)

"Successor Company".........................................................................                      4.1

"Temporary Regulation S Global Note"........................................................                      2.1(b)
</TABLE>

                                       35

<PAGE>

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

            "Commission" means the SEC.

            "indenture securities" means the Securities.

            "indenture security holder" means a Securityholder.

            "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

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

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

            (7) the principal amount of any Preferred Stock shall be (i) the
      maximum liquidation value of such Preferred Stock or (ii) the maximum
      mandatory redemption or mandatory repurchase price with respect to such
      Preferred Stock, whichever is greater;

            (8) all amounts expressed in this Indenture or in any of the
      Securities in terms of money refer to the lawful currency of the United
      States of America;

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

                                       36

<PAGE>

                                   ARTICLE II

                                 THE SECURITIES

            SECTION 2.1. Form, Dating and Terms.

            (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Initial
Securities issued on the date hereof will be in an aggregate principal amount of
$126,530,000. In addition, the Company may issue, from time to time in
accordance with the provisions of this Indenture, Additional Securities and
Exchange Securities. Furthermore, Securities may be authenticated and delivered
upon registration or transfer, or in lieu of, other Securities pursuant to
Section 2.6, 2.9, 2.11 or 9.5 or in connection with a Change of Control Offer
pursuant to Section 3.10.

            The Initial Securities shall be known and designated as "10-1/2%
Senior Notes, Series A, due 2011 of the Company. Additional Securities issued as
securities bearing one of the restrictive legends described in Section 2.1(d)
("Restricted Securities") shall be known and designated as "10-1/2% Senior
Notes, Series A, due 2011" of the Company. Additional Securities issued other
than as Restricted Securities shall be known and designated as "10-1/2% Senior
Notes, Series B, due 2011" of the Company, and Exchange Securities shall be
known and designated as "10-1/2% Senior Notes, Series B, due 2011" of the
Company.

            With respect to any Additional Securities, the Company shall set
forth in (a) a Board Resolution of the Company and (b) (i) an Officers'
Certificate or (ii) one or more indentures supplemental hereto, the following
information:

            (1) the aggregate principal amount of such Additional Securities to
      be authenticated and delivered pursuant to this Indenture;

            (2) the issue price and the issue date of such Additional
      Securities, including the date from which interest shall accrue; and

            (3) whether such Additional Securities shall be Restricted
      Securities issued in the form of Exhibit A hereto and/or shall be issued
      in the form of Exhibit B hereto.

            The Initial Securities, the Additional Securities and the Exchange
Securities shall be considered collectively as a single class for all purposes
of this Indenture. Holders of the Initial Securities, the Additional Securities
and the Exchange Securities will vote and consent together on all matters to
which such Holders are entitled to vote or consent as one class, and none of the
Holders of the Initial Securities, the Additional Securities or the Exchange
Securities shall have the right to vote or consent as a separate class on any
matter to which such Holders are entitled to vote or consent.

            If any of the terms of any Additional Securities are established by
action taken pursuant to Board Resolutions of the Company, a copy of an
appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Officers' Certificate or the indenture supplemental hereto
setting forth the terms of the Additional Securities.

                                       37

<PAGE>

            (b) The Initial Securities are being offered and sold by the Company
pursuant to a Purchase Agreement, dated April 6, 2004, among VICORP Restaurants,
Inc., the Securities Guarantors and the Initial Purchasers. The Initial
Securities and any Additional Securities (if issued as Restricted Securities)
(the "Additional Restricted Securities") will be resold initially only to (A)
QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation
S. Such Initial Securities and Additional Restricted Securities may thereafter
be transferred to, among others, QIBs, purchasers in reliance on Regulation S
and IAIs in accordance with Rule 501 of the Securities Act, in each case, in
accordance with the procedure described herein. Additional Securities offered
after the date hereof may be offered and sold by the Company from time to time
pursuant to one or more purchase agreements in accordance with applicable law.

            Initial Securities and Additional Restricted Securities offered and
sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule
144A Notes") shall be issued in the form of a permanent global Security
substantially in the form of Exhibit A, which is hereby incorporated by
reference and made a part of this Indenture, including appropriate legends as
set forth in Section 2.1(d) (the "Rule 144A Global Note"), deposited with the
Trustee, as custodian for DTC, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Rule 144A Global Note may be
represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Rule 144A Global Note may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

            Initial Securities and Additional Securities offered and sold
outside the United States of America (the "Regulation S Notes") in reliance on
Regulation S shall initially be issued in the form of a temporary global
Security (the "Temporary Regulation S Global Note"), without interest coupons.
Beneficial interest in the Temporary Regulation S Global Note will be exchanged
for beneficial interests in a corresponding permanent global Security, without
interest coupons, substantially in the form of Exhibit A including appropriate
legends as set forth in Section 2.1(d) (the "Permanent Regulation S Global Note"
and, together with the Temporary Regulation S Global Note, each a "Regulation S
Global Note") within a reasonable period after the expiration of the Restricted
Period (as defined below) upon delivery of the certification contemplated by
Section 2.7. Each Regulation S Global Note will be deposited upon issuance with,
or on behalf of, the Trustee as custodian for DTC in the manner described in
this Article II for credit to the respective accounts of the purchasers (or to
such other accounts as they may direct) at Euroclear or Clearstream. Prior to
the 40th day after the later of the commencement of the offering of the Initial
Securities and the Issue Date (such period through and including such 40th day,
the "Restricted Period"), interests in the Temporary Regulation S Global Note
may only be held through Euroclear or Clearstream (as indirect participants in
DTC) unless exchanged for interests in a Global Security in accordance with the
transfer and certification requirements described herein.

            Investors may hold their interests in the Regulation S Global Note
directly through Euroclear or Clearstream, if they are participants in such
systems, or indirectly through organizations which are participants in such
systems. After the expiration of the Restricted Period (but not earlier),
investors may also hold such interests through organizations other than

                                       38

<PAGE>

Euroclear or Clearstream that are participants in DTC's system. Euroclear and
Clearstream will hold such interests in the Regulation S Global Note on behalf
of their participants through customers' securities accounts in their respective
names on the books of their respective depositaries. Such depositaries, in turn,
will hold such interests in the applicable Regulation S Global Note in
customers' securities accounts in the depositaries' names on the books of DTC.

            The Regulation S Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of the Regulation S Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

            Initial Securities and Additional Securities resold to IAIs (the
"Institutional Accredited Investor Notes") in the United States of America shall
be issued in the form of a permanent global Security substantially in the form
of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the
"Institutional Accredited Investor Global Note") deposited with the Trustee, as
custodian for DTC, duly executed by the Company and authenticated by the Trustee
as hereinafter provided. The Institutional Accredited Investor Global Note may
be represented by more than one certificate, if so required by DTC's rules
regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Institutional Accredited
Investor Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

            Exchange Securities exchanged for interests in the Rule 144A Notes,
the Regulation S Notes and the Institutional Accredited Investor Notes will be
issued in the form of a permanent global Security, substantially in the form of
Exhibit B, which is hereby incorporated by reference and made a part of this
Indenture, deposited with the Trustee as hereinafter provided, including the
appropriate legend set forth in Section 2.1(d) (the "Exchange Global Note"). The
Exchange Global Note will be deposited upon issuance with, or on behalf of, the
Trustee as custodian for DTC, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Exchange Global Note may be represented
by more than one certificate, if so required by DTC's rules regarding the
maximum principal amount to be represented by a single certificate.

            The Rule 144A Global Note, the Regulation S Global Note, the
Institutional Accredited Investor Global Note and the Exchange Global Note are
sometimes collectively herein referred to as the "Global Securities."

            The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan, The City of New York, State of New
York, or at such other office or agency of the Company as may be maintained for
such purpose pursuant to Section 2.3; provided, however, that, at the option of
the Company, each installment of interest may be paid by (i) check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Securities Register or (ii) wire transfer to an account located in the United
States maintained by the payee. Payments in respect of Securities represented by
a Global Security (including principal,

                                       39

<PAGE>

premium, if any, and interest) will be made by wire transfer of immediately
available funds to the accounts specified by DTC. Payments in respect of
Securities represented by Definitive Securities (including principal, premium,
if any, and interest) held by a Holder of at least $1,000,000 aggregate
principal amount of Securities represented by Definitive Securities will be made
by wire transfer to a U.S. dollar account maintained by the payee with a bank in
the United States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect designating
such account no later than 15 days immediately preceding the relevant due date
for payment (or such other date as the Trustee may accept in its discretion).

            The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage, in addition to those set forth on Exhibit
A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve
the forms of the Securities and any notation, endorsement or legend on them.
Each Security shall be dated the date of its authentication. The terms of the
Securities set forth in Exhibit A and Exhibit B are part of the terms of this
Indenture and, to the extent applicable, the Company, the Securities Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to be bound by such terms.

            (c) Denominations. The Securities shall be issuable only in fully
registered form, without coupons, and only in denominations of $1,000 and an
integral multiple thereof.

            (d) Restrictive Legends. Unless and until (i) an Initial Security is
sold under an effective registration statement or (ii) an Initial Security is
exchanged for an Exchange Security in connection with an effective registration
statement, in each case pursuant to the Registration Rights Agreement or a
similar agreement,

            (A) the Rule 144A Global Note and the Institutional Accredited
Investor Global Note shall bear the following legend (the "Private Placement
Legend") on the face thereof:

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
            ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
            INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
            TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
            ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
            FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
            SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON
            BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
            SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
            PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT
            IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
            THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
            WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH
            SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
            STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE

                                       40

<PAGE>

            SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
            RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON
            IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
            DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
            OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
            WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
            RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE
            UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
            SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
            THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
            ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
            SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
            INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
            PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT
            PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION
            WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
            PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
            REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
            TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
            TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
            COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO
            EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
            HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

            BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED
            TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE
            ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY
            CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT
            TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
            1974, AS AMENDED ("ERISA"), OF PLANS, INDIVIDUAL RETIREMENT ACCOUNTS
            OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S.
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
            PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS
            OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE
            CODE ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE
            CONSIDERED TO INCLUDE "PLAN ASSETS" OF SUCH PLANS, ACCOUNTS OR
            ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL
            NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
            OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER
            ANY APPLICABLE SIMILAR LAWS.

            (B) the Regulation S Global Note shall bear the following legend
(the "Regulation S Legend") on the face thereof:

                                       41

<PAGE>

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF
            ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
            INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
            TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
            ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
            FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
            SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON
            BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
            SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
            PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT
            IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
            LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS
            THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
            ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
            THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR
            SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
            144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS
            A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
            SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
            OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
            TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
            OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
            MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
            INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
            501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
            INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
            ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
            INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
            SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
            TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN
            VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER
            AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
            SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
            PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D),
            (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
            CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF
            THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
            AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION
            HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
            NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
            ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
            WITH REGULATION S UNDER THE SECURITIES ACT.

                                       42

<PAGE>

            BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED
            TO HAVE REPRESENTED AND WARRANTED THAT EITHER (I) NO PORTION OF THE
            ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY
            CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT
            TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
            1974, AS AMENDED ("ERISA"), OF PLANS, INDIVIDUAL RETIREMENT ACCOUNTS
            OR OTHER ARRANGEMENTS THAT ARE SUBJECT TO SECTION 4975 OF THE U.S.
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
            PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS
            OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE
            CODE ("SIMILAR LAWS"), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE
            CONSIDERED TO INCLUDE "PLAN ASSETS" OF SUCH PLANS, ACCOUNTS OR
            ARRANGEMENTS, OR (II) THE PURCHASE AND HOLDING OF THIS SECURITY WILL
            NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406
            OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER
            ANY APPLICABLE SIMILAR LAWS.

            (C) Each Global Security, whether or not an Initial Security, shall
bear the following legend on the face thereof:

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

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
            WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR
            THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
            THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
            ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED
            TO ON THE REVERSE HEREOF.

                                       43

<PAGE>

            (e) Book-Entry Provisions.

            (i) This Section 2.1(e) shall apply only to Global Securities
deposited with the Trustee, as custodian for DTC.

            (ii) Each Global Security initially shall (x) be registered in the
name of DTC for such Global Security or the nominee of DTC, (y) be delivered to
the Trustee as custodian for DTC and (z) bear legends as set forth in Section
2.1(d).

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

            (iv) In connection with any transfer of a portion of the beneficial
interest in a Global Security pursuant to subsection (f) of this Section 2.1 to
beneficial owners who are required to hold Definitive Securities, the Securities
Custodian shall reflect on its books and records the date and a decrease in the
principal amount of such Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, one or more Definitive Securities of like tenor and amount.

            (v) In connection with the transfer of an entire Global Security to
beneficial owners pursuant to subsection (f) of this Section 2.1, such Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, to each beneficial owner identified by DTC in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount
of Definitive Securities of authorized denominations.

            (vi) The registered Holder of a Global Security may grant proxies
and otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

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

            (e) Definitive Securities. (i) Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
Definitive Securities. If required to do so pursuant to any applicable law or
regulation, beneficial owners may obtain Definitive

                                       44

<PAGE>

Securities in exchange for their beneficial interests in a Global Security upon
written request in accordance with DTC's and the Registrar's procedures. In
addition, Definitive Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if (A) DTC notifies
the Company that it is unwilling or unable to continue as depositary for such
Global Security or DTC ceases to be a clearing agency registered under the
Exchange Act, at a time when DTC is required to be so registered in order to act
as depositary, and in each case a successor depositary is not appointed by the
Company within 90 days of such notice or, (B) the Company in its sole discretion
executes and delivers to the Trustee and Registrar an Officers' Certificate
stating that such Global Security shall be so exchangeable or (C) an Event of
Default has occurred and is continuing and the Registrar has received a request
from DTC. In the event of the occurrence of any of the events specified in
clause (A), (B) or (C) of the preceding sentence, the Company shall promptly
make available to the Trustee a reasonable supply of Definitive Securities in
fully registered form without interest coupons.

            (i) Any Definitive Security delivered in exchange for an interest in
a Global Security pursuant to Section 2.1(e)(iv) or (v) shall, except as
otherwise provided by Section 2.6(c), bear the applicable legend regarding
transfer restrictions applicable to the Definitive Security set forth in Section
2.1(d).

            (ii) In connection with the exchange of a portion of a Definitive
Security for a beneficial interest in a Global Security, the Trustee shall
cancel such Definitive Security, and the Company shall execute, and the Trustee
shall authenticate and make available for delivery, to the transferring Holder a
new Definitive Security representing the principal amount not so transferred.

            SECTION 2.2. Execution and Authentication. One Officer shall sign
the Securities for the Company by manual or facsimile signature. If an Officer
whose signature is on a Security no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Trustee shall authenticate and make available for
delivery: (1) Initial Securities for original issue on the Issue Date in an
aggregate principal amount of $126,530,000 (2) subject to the terms of this
Indenture, Additional Securities for original issue in an unlimited principal
amount and (3) Exchange Securities for issue only in a Registered Exchange Offer
or upon resale under an effective Shelf Registration Statement, and only in
exchange for Initial Securities or Additional Securities of an equal principal
amount, in each case upon a written order of the Company signed by two Officers
of the Company (the "Company Order"). Such Company Order shall specify whether
the Securities will be in the form of Definitive Securities or Global
Securities, the amount of the Securities to be authenticated and the date on
which the original issue of Securities is to be authenticated and whether the
Securities are to be Initial Securities, Additional Securities or Exchange
Securities.

                                       45

<PAGE>

            The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Securities. Any such
instrument shall be evidenced by an instrument signed by a Trust Officer, a copy
of which shall be furnished to the Company. Unless limited by the terms of such
appointment, any such Authenticating Agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by the Authenticating Agent. An Authenticating
Agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

            In case the Company, pursuant to Article IV, shall be consolidated
or merged with or into any other Person or shall convey, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety to
any Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company shall have been merged, or the
Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article IV, any of the Securities authenticated or
delivered prior to such consolidation, merger, conveyance, transfer, lease or
other disposition may, from time to time, at the request of the successor
Person, be exchanged for other Securities executed in the name of the successor
Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Order of
the successor Person, shall authenticate and make available for delivery
Securities as specified in such order for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 2.2 in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time outstanding for Securities authenticated
and delivered in such new name.

            SECTION 2.3. Registrar and Paying Agent. The Company shall maintain
an office or agency where Securities may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Company shall
cause each of the Registrar and the Paying Agent to maintain an office or agency
in New York, New York. The Registrar shall keep a register of the Securities and
of their transfer and exchange (the "Securities Register"). The Company may have
one or more co-registrars and one or more additional paying agents. The term
"Paying Agent" includes any additional paying agent and the term "Registrar"
includes any co-registrar.

            The Company shall enter into an appropriate agency agreement with
any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. Any of
the Company's Wholly-Owned Subsidiaries organized in the United States may act
as Paying Agent, Registrar or transfer agent.

                                       46

<PAGE>

            The Company initially appoints the Trustee as Registrar and Paying
Agent for the Securities. The Company may remove any Registrar or Paying Agent
upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i)
acceptance of any appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor Registrar or Paying
Agent, as the case may be, and delivered to the Trustee or (ii) notification to
the Trustee that the Trustee shall serve as Registrar or Paying Agent until the
appointment of a successor in accordance with clause (i) above. The Registrar or
Paying Agent may resign at any time upon written notice to the Company and the
Trustee.

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

            SECTION 2.5. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders and shall otherwise comply with
TIA Section 312(a). If the Trustee is not the Registrar, or to the extent
otherwise required under the TIA, the Company, on its own behalf and on behalf
of each of the Subsidiary Guarantors, shall furnish or cause the Registrar to
furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders and the Company shall
otherwise comply with TIA Section 312(a).

            SECTION 2.6. Transfer and Exchange.

            (a) The following provisions shall apply with respect to any
proposed transfer of a Rule 144A Note or an Institutional Accredited Investor
Note prior to the date which is two years after the later of the date of its
original issue and the last date on which the Company or any Affiliate of the
Company was the owner of such Securities (or any predecessor thereto) (the
"Resale Restriction Termination Date"):

                                       47

<PAGE>

            (i) a transfer of a Rule 144A Note or an Institutional Accredited
      Investor Note or a beneficial interest therein to a QIB shall be made upon
      the representation of the transferee in the form as set forth on the
      reverse of the Security that it is purchasing for its own account or an
      account with respect to which it exercises sole investment discretion and
      that it and any such account is a "qualified institutional buyer" within
      the meaning of Rule 144A, and is aware that the sale to it is being made
      in reliance on Rule 144A and acknowledges that it has received such
      information regarding the Company as the undersigned has requested
      pursuant to Rule 144A or has determined not to request such information
      and that it is aware that the transferor is relying upon its foregoing
      representations in order to claim the exemption from registration provided
      by Rule 144A;

            (ii) a transfer of a Rule 144A Note or an Institutional Accredited
      Investor Note or a beneficial interest therein to an IAI shall be made
      upon receipt by the Trustee or its agent of a certificate substantially in
      the form set forth in Section 2.7 from the proposed transferee and, if
      requested by the Company or the Trustee, the delivery of an opinion of
      counsel, certification and/or other information satisfactory to each of
      them; and

            (iii) a transfer of a Rule 144A Note or an Institutional Accredited
      Investor Note or a beneficial interest therein to a Non-U.S. Person shall
      be made upon receipt by the Trustee or its agent of a certificate
      substantially in the form set forth in Section 2.8 from the proposed
      transferee and, if requested by the Company or the Trustee, the delivery
      of an opinion of counsel, certification and/or other information
      satisfactory to each of them.

            (b) The following provisions shall apply with respect to any
proposed transfer of a Regulation S Note prior to the expiration of the
Restricted Period:

            (i) a transfer of a Regulation S Note or a beneficial interest
      therein to a QIB shall be made upon the representation of the transferee,
      in the form of assignment on the reverse of the certificate, that it is
      purchasing the Security for its own account or an account with respect to
      which it exercises sole investment discretion and that it and any such
      account is a "qualified institutional buyer" within the meaning of Rule
      144A, and is aware that the sale to it is being made in reliance on Rule
      144A and acknowledges that it has received such information regarding the
      Company as the undersigned has requested pursuant to Rule 144A or has
      determined not to request such information and that it is aware that the
      transferor is relying upon its foregoing representations in order to claim
      the exemption from registration provided by Rule 144A;

            (ii) a transfer of a Regulation S Note or a beneficial interest
      therein to an IAI shall be made upon receipt by the Trustee or its agent
      of a certificate substantially in the form set forth in Section 2.7 from
      the proposed transferee and, if requested by the Company or the Trustee,
      the delivery of an opinion of counsel, certification and/or other
      information satisfactory to each of them; and

            (iii) a transfer of a Regulation S Note or a beneficial interest
      therein to a Non-U.S. Person shall be made upon receipt by the Trustee or
      its agent of a certificate substantially in the form set forth in Section
      2.8 hereof from the proposed transferee and,

                                       48

<PAGE>

      if requested by the Company or the Trustee, receipt by the Trustee or its
      agent of an opinion of counsel, certification and/or other information
      satisfactory to each of them.

            After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred in accordance with applicable law without
requiring the certification set forth in Section 2.8 or any additional
certification.

            (c) Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend. Upon the transfer, exchange or replacement of Securities bearing a
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear a Restricted Securities Legend unless (i) Initial Securities are being
exchanged for Exchange Securities in a Registered Exchange Offer in which case
the Exchange Securities shall not bear a Restricted Securities Legend, (ii) an
Initial Security is being transferred pursuant to the Shelf Registration
Statement or other effective registration statement or (iii) there is delivered
to the Registrar an Opinion of Counsel reasonably satisfactory to the Company
and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act. Any Additional Securities sold in a registered
offering shall not be required to bear the Restricted Securities Legend.

            (d) The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.1 or this Section
2.6. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable prior written notice to the Registrar.

            (e) Obligations with Respect to Transfers and Exchanges of
Securities.

            (i) To permit registrations of transfers and exchanges, the Company
      shall, subject to the other terms and conditions of this Article II,
      execute and the Trustee shall authenticate Definitive Securities and
      Global Securities at the Registrar's request.

            (ii) No service charge shall be made to a Holder for any
      registration of transfer or exchange, but the Company may require the
      Holder to pay a sum sufficient to cover any transfer tax, assessments, or
      similar governmental charge payable in connection therewith (other than
      any such transfer taxes, assessments or similar governmental charges
      payable upon exchange or transfer pursuant to Sections 2.6 or 9.5).

            (iii) The Company (and the Registrar) shall not be required to
      register the transfer of or exchange of any Security for a period
      beginning (1) 15 days before the mailing of a notice of an offer to
      repurchase or redeem Securities and ending at the close of business on the
      day of such mailing or (2) 15 days before an interest payment date and
      ending on such interest payment date.

            (iv) Prior to the due presentation for registration of transfer of
      any Security, the Company, the Trustee, the Paying Agent or the Registrar
      may deem and treat the person in whose name a Security is registered as
      the absolute owner of such Security for the purpose of receiving payment
      of principal of, premium, if any, and interest on such Security and for
      all other purposes whatsoever, including without limitation the transfer

                                       49

<PAGE>

      or exchange of such Security, whether or not such Security is overdue, and
      none of the Company, the Trustee, the Paying Agent or the Registrar shall
      be affected by notice to the contrary.

            (v) Any Definitive Security delivered in exchange for an interest in
      a Global Security pursuant to Section 2.1(e) shall, except as otherwise
      provided by Section 2.6(c), bear the applicable legend regarding transfer
      restrictions applicable to the Definitive Security set forth in Section
      2.1(d).

            (vi) All Securities issued upon any transfer or exchange pursuant to
      the terms of this Indenture shall evidence the same debt and shall be
      entitled to the same benefits under this Indenture as the Securities
      surrendered upon such transfer or exchange.

            (f) No Obligation of the Trustee.

            (i) The Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Security, a member of, or a participant in, DTC or
other Person with respect to the accuracy of the records of DTC or its nominee
or of any participant or member thereof, with respect to any ownership interest
in the Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than DTC) of any notice (including any
notice of redemption) or the payment of any amount or delivery of any Securities
(or other security or property) under or with respect to such Securities. All
notices and communications to be given to the Holders and all payments to be
made to Holders in respect of the Securities shall be given or made only to or
upon the order of the registered Holders (which shall be DTC or its nominee in
the case of a Global Security). The rights of beneficial owners in any Global
Security shall be exercised only through DTC subject to the applicable rules and
procedures of DTC. The Trustee may rely and shall be fully protected in relying
upon information furnished by DTC with respect to its members, participants and
any beneficial owners.

            (ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among DTC
participants, members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

            SECTION 2.7. Form of Certificate to be Delivered in Connection with
Transfers to Institutional Accredited Investors.

                                     [Date]

VICORP Restaurants, Inc.
c/o Wells Fargo Bank, National Association
Wells Fargo, National Association

                                       50

<PAGE>

MAC N9303-120
Sixth and Marquette
Minneapolis, MN 55479
Attention: Corporate Trust Department

Dear Sirs:

            This certificate is delivered to request a transfer of $[_________]
principal amount of the 10-1/2% Senior Notes due 2011 (the "Securities") of
VICORP Restaurants, Inc. (the "Company").

            Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

            Name:_______________________________________________________________

            Address:____________________________________________________________

            Taxpayer ID Number:_________________________________________________

            The undersigned represents and warrants to you that:

            1.    We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act")) purchasing for our own account or for the account of
such an institutional "accredited investor" at least $250,000 principal amount
of the Securities, and we are acquiring the Securities not with a view to, or
for offer or sale in connection with, any distribution in violation of the
Securities Act. We have such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risk of our investment in
the Securities and we invest in or purchase securities similar to the Securities
in the normal course of our business. We and any accounts for which we are
acting are each able to bear the economic risk of our or its investment.

            2.    We understand that the Securities have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Securities to offer, sell or
otherwise transfer such Securities prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Securities (or any
predecessor thereto) (the "Resale Restriction Termination Date") only (a) to the
Company, (b) pursuant to a registration statement which has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a "qualified institutional buyer" under Rule 144A of the Securities
Act (a "QIB") that is purchasing for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule
144A, (d) pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Securities Act, (e) to an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act that is purchasing for its own account or
for the account of such an institutional "accredited investor," in each case in
a minimum principal amount of Securities of

                                       51

<PAGE>

$250,000 for investment purposes and not with a view to or for offer or sale in
connection with any distribution in violation of the Securities Act or (f)
pursuant to any other available exemption from the registration requirements of
the Securities Act, subject in each of the foregoing cases to any requirement of
law that the disposition of our property or the property of such investor
account or accounts be at all times within our or their control and in
compliance with any applicable state securities laws. The foregoing restrictions
on resale will not apply subsequent to the Resale Restriction Termination Date.
If any resale or other transfer of the Securities is proposed to be made
pursuant to clause (e) above prior to the Resale Restriction Termination Date,
the transferor shall deliver a letter from the transferee substantially in the
form of this letter to the Company and the Trustee, which shall provide, among
other things, that the transferee is an institutional "accredited investor"
(within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
and that it is acquiring such Securities for investment purposes and not for
distribution in violation of the Securities Act. Each purchaser acknowledges
that the Company and the Trustee reserve the right prior to any offer, sale or
other transfer prior to the Resale Termination Date of the Securities pursuant
to clauses (d), (e) or (f) above to require the delivery of an opinion of
counsel, certifications and/or other information satisfactory to the Company and
the Trustee.

                                             TRANSFEREE:________________________

                                             BY:________________________________

            SECTION 2.8. Form of Certificate to be Delivered in Connection with
Transfers Pursuant to Regulation S.

                                     [Date]

VICORP Restaurants, Inc.
c/o Wells Fargo Bank, National Association
Wells Fargo, National Association
MAC N9303-120
Sixth and Marquette
Minneapolis, MN 55479
Attention: Corporate Trust Department

            Re:   VICORP Restaurants, Inc. 10-1/2% Senior Notes due 2011 (the
                  "Securities")

Ladies and Gentlemen:

            In connection with our proposed sale of $[________] aggregate
principal amount of the Securities, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

                                       52

<PAGE>

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

            (b) either (i) at the time the buy order was originated, the
      transferee was outside the United States or we and any person acting on
      our behalf reasonably believed that the transferee was outside the United
      States or (ii) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

            (c) no directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2)
      of Regulation S, as applicable; and

            (d) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

            In addition, if the sale is made during a restricted period and the
provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be.

            The Trustee and the Company are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

            Very truly yours,

            [Name of Transferor]

            By:____________________________
                   Authorized Signature

            SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Securities. If a
mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the Uniform Commercial Code are
met, such that the Securityholder (a) satisfies the Company or the Trustee
within a reasonable time after such Securityholder has notice of such loss,
destruction or wrongful taking and the Registrar has not registered a transfer
prior to receiving such notification, (b) makes such request to the Company or
Trustee prior to the Security being acquired by a protected purchaser as defined
in Section 8-303 of the Uniform Commercial Code (a "protected purchaser") and
(c) satisfies any other reasonable requirements of the Trustee. If required by
the Trustee or the Company, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee, the Paying

                                       53

<PAGE>

Agent and the Registrar from any loss which any of them may suffer if a Security
is replaced, and, in the absence of notice to the Company, any Securities
Guarantor or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon receipt of a Company Order the
Trustee shall authenticate and make available for delivery, in exchange for any
such mutilated Security or in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount, bearing a number
not contemporaneously outstanding.

            In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

            Upon the issuance of any new Security under this Section, the
Company may require that such Holder pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of counsel and of the Trustee) in
connection therewith.

            Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, any Securities Guarantor (if
applicable) and any other obligor upon the Securities, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

            SECTION 2.10. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding in the
event either of the Company or an Affiliate of the Company holds the Security,
provided, however, that (i) for purposes of determining which are outstanding
for consent or voting purposes hereunder, the provisions of Section 11.6 shall
apply and (ii) in determining whether the Trustee shall be protected in making a
determination whether the Holders of the requisite principal amount of
outstanding Securities are present at a meeting of Holders of Securities for
quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Securities
which a Trust Officer of the Trustee actually knows to be held by the Company or
an Affiliate of the Company shall not be considered outstanding.

            If a Security is replaced pursuant to Section 2.9 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee and the Company receive proof satisfactory to them that the
replaced Security is held by a protected purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement pursuant to
Section 2.9.

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<PAGE>

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a Redemption Date or maturity date money sufficient to
pay all principal, premium, if any, and accrued interest payable on that date
with respect to the Securities (or portions thereof) to be redeemed or maturing,
as the case may be, and the Paying Agent is not prohibited from paying such
money to the Securityholders on that date pursuant to the terms of this
Indenture, then on and after that date such Securities (or portions thereof)
cease to be outstanding and interest on them ceases to accrue.

            SECTION 2.11. Temporary Securities. In the event that Definitive
Securities are to be issued under the terms of this Indenture, until such
Definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form, and shall carry all rights, of Definitive Securities
but may have variations that the Company consider appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate Definitive Securities. After the preparation of
Definitive Securities, the temporary Securities shall be exchangeable for
Definitive Securities upon surrender of the temporary Securities at any office
or agency maintained by the Company for that purpose and such exchange shall be
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute, and the Trustee shall
authenticate and make available for delivery in exchange therefor, one or more
Definitive Securities representing an equal principal amount of Securities.
Until so exchanged, the Holder of temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as a Holder of Definitive
Securities.

            SECTION 2.12. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and destroy such Securities in accordance with its internal
policies and customary procedures including delivery of a certificate (a
"Certificate of Destruction") describing such Securities disposed (subject to
the record retention requirements of the Exchange Act) or deliver canceled
Securities to the Company pursuant to written direction by an Officer of the
Company. If the Company or any Securities Guarantor acquires any of the
Securities, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.12. The
Company may not issue new Securities to replace Securities it has paid or
delivered to the Trustee for cancellation for any reason other than in
connection with a transfer or exchange.

            At such time as all beneficial interests in a Global Security have
either been exchanged for Definitive Securities, transferred, redeemed,
repurchased or canceled, such Global Security shall be returned by DTC to the
Trustee for cancellation or retained and canceled by the Trustee. At any time
prior to such cancellation, if any beneficial interest in a Global Security is
exchanged for Definitive Securities, transferred in exchange for an interest in
another Global Security, redeemed, repurchased or canceled, the principal amount
of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records

                                       55

<PAGE>

of the Trustee (if it is then the Securities Custodian for such Global Security)
with respect to such Global Security, by the Trustee or the Securities
Custodian, to reflect such reduction.

            SECTION 2.13. Payment of Interest; Defaulted Interest. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any interest payment date shall be paid to the Person in whose name such
Security (or one or more predecessor Securities) is registered at the close of
business on the regular record date for such payment at the office or agency of
the Company maintained for such purpose pursuant to Section 2.3.

            Any interest on any Security which is payable, but is not paid when
the same becomes due and payable and such nonpayment continues for a period of
30 days shall forthwith cease to be payable to the Holder on the regular record
date, and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Securities (such defaulted interest
and interest thereon herein collectively called "Defaulted Interest") shall be
paid by the Company, at its election in each case, as provided in clause (a) or
(b) below:

            (a) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities (or their respective
      predecessor Securities) are registered at the close of business on a
      Special Record Date (as defined below) for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Security and the date (not less than 30 days after such
      notice) of the proposed payment (the "Special Interest Payment Date"), and
      at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee
      for such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this clause provided. Thereupon the
      Trustee shall fix a record date (the "Special Record Date") for the
      payment of such Defaulted Interest, which date shall be not more than 15
      days and not less than 10 days prior to the Special Interest Payment Date
      and not less than 10 days after the receipt by the Trustee of the notice
      of the proposed payment. The Trustee shall promptly notify the Company of
      such Special Record Date, and in the name and at the expense of the
      Company, shall cause notice of the proposed payment of such Defaulted
      Interest and the Special Record Date and Special Interest Payment Date
      therefor to be given in the manner provided for in Section 11.2, not less
      than 10 days prior to such Special Record Date. Notice of the proposed
      payment of such Defaulted Interest and the Special Record Date and Special
      Interest Payment Date therefor having been so given, such Defaulted
      Interest shall be paid on the Special Interest Payment Date to the Persons
      in whose names the Securities (or their respective predecessor Securities)
      are registered at the close of business on such Special Record Date and
      shall no longer be payable pursuant to the following clause (b).

            (b) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed, and upon such
      notice as may be required by such exchange, if, after notice given by the
      Company to the Trustee of the proposed payment

                                       56

<PAGE>

      pursuant to this clause, such manner of payment shall be deemed
      practicable by the Trustee.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of, transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

            SECTION 2.14. Computation of Interest. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

            SECTION 2.15. CUSIP, Common Code and ISIN Numbers. The Company in
issuing the Securities may use "CUSIP," "Common Code" and "ISIN" numbers and, if
so, the Trustee shall use "CUSIP," "Common Code" and "ISIN" numbers in notices
of redemption or purchase as a convenience to Holders; provided, however, that
any such notice may state that no representation is made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of a redemption or purchase and that reliance may be placed only on the
other identification numbers printed on the Securities, and any such redemption
or purchase shall not be affected by any defect in or omission of such CUSIP,
Common Code and ISIN numbers. The Company shall promptly notify the Trustee in
writing of any change in the CUSIP, Common Code and ISIN numbers.

                                   ARTICLE III

                                    COVENANTS

            SECTION 3.1. Payment of Securities. The Company shall promptly pay
the principal of, premium, if any, and interest on the Securities on the dates
and in the manner provided in the Securities and in this Indenture. Principal,
premium, if any, and interest shall be considered paid on the date due if on
such date the Trustee or the Paying Agent holds in accordance with this
Indenture immediately available funds sufficient to pay all principal, premium,
if any, and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture.

            The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

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

            SECTION 3.2. Limitation on Indebtedness. The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness
(including Acquired

                                       57

<PAGE>

Indebtedness); provided, however, that the Company and the Subsidiary Guarantors
may Incur Indebtedness if on the date thereof:

            (1)   the Consolidated Coverage Ratio for the Company and its
                  Restricted Subsidiaries is at least 2.00 to 1.00;

            (2)   the Consolidated Leverage Ratio for the Company and its
                  Restricted Subsidiaries is less than 6.50 to 1.00; and

            (3)   no Default or Event of Default shall have occurred or be
                  continuing or would occur as a consequence of Incurring the
                  Indebtedness or transactions relating to such Incurrence.

The first paragraph of this covenant shall not prohibit the Incurrence of the
following Indebtedness:

            (1)   Indebtedness of the Company Incurred pursuant to a Credit
                  Facility in an aggregate amount up to $50.0 million less the
                  aggregate principal amount of all principal repayments with
                  proceeds from Asset Dispositions utilized in accordance with
                  clause (3)(a) of Section 3.5 that permanently reduce the
                  commitments thereunder;

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

            (3)   Indebtedness of the Company owing to and held by any
                  Wholly-Owned Subsidiary or Indebtedness of a Restricted
                  Subsidiary owing to and held by the Company or any
                  Wholly-Owned Subsidiary; provided, however,

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

                  (b)   if a Subsidiary Guarantor is the obligor on such
                        Indebtedness and the Company or another Subsidiary
                        Guarantor is not the obligee, such Indebtedness is
                        subordinated in right of payment to the Securities
                        Guarantee of such Subsidiary Guarantor; and

                  (c)   (i) any subsequent issuance or transfer of Capital Stock
                        or any other event which results in any such
                        Indebtedness being beneficially held by a Person other
                        than the Company or a Wholly-Owned Subsidiary of the
                        Company; and

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<PAGE>

                        (ii) any sale or other transfer of any such Indebtedness
                        to a Person other than the Company or a Wholly-Owned
                        Subsidiary of the Company;

                        shall be deemed, in each case, to constitute an
                        Incurrence of such Indebtedness by the Company or such
                        Subsidiary, as the case may be.

            (4)   Indebtedness represented by (a) the Securities issued on the
                  Issue Date, the Exchange Securities issued in a Registered
                  Exchange Offer and the Securities Guarantees, (b) any
                  Indebtedness (other than the Indebtedness described in clauses
                  (1), (2), (3), (6), (8), (9) and (10)) outstanding on the
                  Issue Date and (c) any Refinancing Indebtedness Incurred in
                  respect of any Indebtedness described in this clause (4) or
                  clause (5) or Incurred pursuant to the first paragraph of this
                  covenant;

            (5)   Indebtedness of a Subsidiary Guarantor Incurred and
                  outstanding on the date on which such Subsidiary Guarantor was
                  acquired by the Company (other than Indebtedness Incurred (a)
                  to provide all or any portion of the funds utilized to
                  consummate the transaction or series of related transactions
                  pursuant to which such Subsidiary Guarantor became a
                  Restricted Subsidiary or was otherwise acquired by the Company
                  or (b) otherwise in connection with, or in contemplation of,
                  such acquisition); provided, however, that at the time such
                  Restricted Subsidiary is acquired by the Company, the Company
                  would have been able to Incur $1.00 of additional Indebtedness
                  pursuant to the first paragraph of this covenant after giving
                  effect to the Incurrence of such Indebtedness pursuant to this
                  clause (5);

            (6)   Indebtedness under Currency Agreements and Interest Rate
                  Agreements; provided, that in the case of Currency Agreements,
                  such Currency Agreements are related to business transactions
                  of the Company or its Restricted Subsidiaries entered into in
                  the ordinary course of business or in the case of Currency
                  Agreements and Interest Rate Agreements, such Currency
                  Agreements and Interest Rate Agreements are entered into for
                  bona fide hedging purposes of the Company or its Restricted
                  Subsidiaries (as determined in good faith by the Board of
                  Directors or senior management of the Company) and
                  substantially correspond in terms of notional amount,
                  duration, currencies and interest rates, as applicable, to
                  Indebtedness of the Company or its Restricted Subsidiaries
                  Incurred without violation of this Indenture;

            (7)   the Incurrence by the Company or any Subsidiary Guarantors of
                  Attributable Indebtedness and Indebtedness represented by
                  Capitalized Lease Obligations, mortgage financings or purchase
                  money obligations with respect to assets other than Capital
                  Stock or other Investments, in each case Incurred for the
                  purpose of financing all or any part of the

                                       59

<PAGE>


                  purchase price or cost of construction or improvements of
                  property used in the business of the Company or such
                  Subsidiary Guarantor, in an aggregate principal amount not to
                  exceed $15.0 million at any time outstanding;

            (8)   Indebtedness Incurred in respect of workers' compensation
                  claims, self-insurance obligations, performance, surety and
                  similar bonds and completion guarantees provided by the
                  Company or a Restricted Subsidiary in the ordinary course of
                  business;

            (9)   Indebtedness arising from agreements of the Company or a
                  Restricted Subsidiary providing for indemnification,
                  adjustment of purchase price or similar obligations, in each
                  case, Incurred or assumed in connection with the disposition
                  of any business, assets or Capital Stock of a Restricted
                  Subsidiary, provided that the maximum aggregate liability in
                  respect of all such Indebtedness shall at no time exceed the
                  gross proceeds actually received by the Company and its
                  Restricted Subsidiaries in connection with such disposition;

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

            (11)  in addition to the items referred to in clauses (1) through
                  (10) above, Indebtedness of the Company and its Subsidiary
                  Guarantors in an aggregate outstanding principal amount which,
                  when taken together with the principal amount of all other
                  Indebtedness Incurred pursuant to this clause (11) and then
                  outstanding, will not exceed $10.0 million at any time
                  outstanding.

The Company shall not Incur any Indebtedness under the preceding paragraph if
the proceeds thereof are used, directly or indirectly, to refinance any
Subordinated Obligations of the Company unless such Indebtedness will be
subordinated to the Securities to at least the same extent as such Subordinated
Obligations. No Subsidiary Guarantor shall Incur any Indebtedness if the
proceeds thereof are used, directly or indirectly, to refinance any Guarantor
Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness
shall be subordinated to the obligations of such Subsidiary Guarantor under its
Securities Guarantee to at least the same extent as such Guarantor Subordinated
Obligations. No Restricted Subsidiary may Incur any Indebtedness if the proceeds
are used to refinance Indebtedness of the Company.

            For purposes of determining compliance with, and the outstanding
principal amount of any particular Indebtedness Incurred pursuant to and in
compliance with, this covenant:

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<PAGE>

                  (1)   in the event that Indebtedness meets the criteria of
                        more than one of the types of Indebtedness described in
                        the first and second paragraphs of this covenant, the
                        Company, in its sole discretion, shall classify such
                        item of Indebtedness on the date of Incurrence and only
                        be required to include the amount and type of such
                        Indebtedness in one of such clauses;

                  (2)   all Indebtedness outstanding on the date of this
                        Indenture under the Senior Secured Credit Agreement
                        shall be deemed initially Incurred on the Issue Date
                        under clause (1) of the second paragraph of this
                        covenant and not the first paragraph or clause (4) of
                        the second paragraph of this covenant;

                  (3)   Guarantees of, or obligations in respect of letters of
                        credit relating to, Indebtedness which is otherwise
                        included in the determination of a particular amount of
                        Indebtedness shall not be included;

                  (4)   if obligations in respect of letters of credit are
                        Incurred pursuant to a Credit Facility and are being
                        treated as Incurred pursuant to clause (1) of the second
                        paragraph above and the letters of credit relate to
                        other Indebtedness, then such other Indebtedness shall
                        not be included;

                  (5)   the principal amount of any Disqualified Stock of the
                        Company or a Restricted Subsidiary, or Preferred Stock
                        of a Restricted Subsidiary that is not a Subsidiary
                        Guarantor, shall be equal to the greater of the maximum
                        mandatory redemption or repurchase price (not including,
                        in either case, any redemption or repurchase premium) or
                        the liquidation preference thereof;

                  (6)   Indebtedness permitted by this covenant need not be
                        permitted solely by reference to one provision
                        permitting such Indebtedness but may be permitted in
                        part by one such provision and in part by one or more
                        other provisions of this covenant permitting such
                        Indebtedness; and

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

Accrual of interest, accrual of dividends, the accretion of accreted value, the
payment of interest in the form of additional Indebtedness and the payment of
dividends in the form of additional shares of Preferred Stock or Disqualified
Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of
this covenant. The amount of any Indebtedness outstanding as of any date shall
be (i) the accreted value thereof in the case of any Indebtedness issued with
original issue discount and (ii) the principal amount or liquidation preference
thereof, together with any interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.

            In addition, the Company shall not permit any of its Unrestricted
Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified
Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary
becomes a Restricted Subsidiary, any Indebtedness of

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<PAGE>

such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of
such date (and, if such Indebtedness is not permitted to be Incurred as of such
date under this Section 3.2, the Company shall be in Default of this covenant).

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

            SECTION 3.3. Limitation on Restricted Payments. The Company shall
not, and shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to:

            (1)   declare or pay any dividend or make any distribution (whether
                  made in cash, securities or other property) on or in respect
                  of its Capital Stock (including any payment in connection with
                  any merger or consolidation involving the Company or any of
                  its Restricted Subsidiaries) except:

                  (a)   dividends or distributions payable in Capital Stock of
                        the Company (other than Disqualified Stock) or in
                        options, warrants or other rights to purchase such
                        Capital Stock of the Company; and

                  (b)   dividends or distributions payable to the Company or a
                        Restricted Subsidiary (and if such Restricted Subsidiary
                        is not a Wholly-Owned Subsidiary, to its other holders
                        of common Capital Stock on a pro rata basis);

            (2)   purchase, redeem, retire or otherwise acquire for value any
                  Capital Stock of the Company or any direct or indirect parent
                  of the Company held by Persons other than the Company or a
                  Restricted Subsidiary (other than in exchange for Capital
                  Stock of the Company (other than Disqualified Stock));

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            (3)   purchase, repurchase, redeem, defease or otherwise acquire or
                  retire for value, prior to scheduled maturity, scheduled
                  repayment or scheduled sinking fund payment, any Subordinated
                  Obligations or Guarantor Subordinated Obligations (other than
                  the purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Subordinated Obligations or
                  Guarantor Subordinated Obligations purchased in anticipation
                  of satisfying a sinking fund obligation, principal installment
                  or final maturity, in each case due within one year of the
                  date of purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement); or

            (4)   make any Restricted Investment in any Person;

(any such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement or Restricted Investment referred to in clauses
(1) through (4) shall be referred to herein as a "Restricted Payment"), if at
the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

            (a)   a Default shall have occurred and be continuing (or would
                  result therefrom); or

            (b)   the Company is not able to Incur an additional $1.00 of
                  Indebtedness pursuant to the first paragraph under Section 3.2
                  (without giving effect to clause (2) thereof) after giving
                  effect, on a pro forma basis, to such Restricted Payment; or

            (c)   the aggregate amount of such Restricted Payment and all other
                  Restricted Payments declared or made subsequent to the Issue
                  Date would exceed the sum of:

                  (i)   50% of Consolidated Net Income for the period (treated
                        as one accounting period) from the beginning of the
                        first fiscal quarter commencing after the date of this
                        Indenture to the end of the most recent fiscal quarter
                        ending prior to the date of such Restricted Payment for
                        which financial statements are in existence (or, in case
                        such Consolidated Net Income is a deficit, minus 100% of
                        such deficit);

                  (ii)  100% of the aggregate Net Cash Proceeds received by the
                        Company from the issue or sale of its Capital Stock
                        (other than Disqualified Stock) or other capital
                        contributions subsequent to the Issue Date (other than
                        Net Cash Proceeds received from an issuance or sale of
                        such Capital Stock to a Subsidiary of the Company or an
                        employee stock ownership plan, option plan or similar
                        trust to the extent such sale to an employee stock
                        ownership plan or similar trust is financed by loans
                        from or Guaranteed by the Company or any Restricted
                        Subsidiary unless

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                        such loans have been repaid with cash on or prior to the
                        date of determination);

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

                  (iv)  the amount equal to the net reduction in Restricted
                        Investments made by the Company or any of its Restricted
                        Subsidiaries in any Person resulting from:

                        (A)   repurchases or redemptions of such Restricted
                              Investments by such Person, proceeds realized upon
                              the sale of such Restricted Investment to an
                              unaffiliated purchaser, repayments of loans or
                              advances or other transfers of assets (including
                              by way of dividend or distribution) by such Person
                              to the Company or any Restricted Subsidiary; or

                        (B)   the redesignation of Unrestricted Subsidiaries as
                              Restricted Subsidiaries (valued in each case as
                              provided in the definition of "Investment") not to
                              exceed, in the case of any Unrestricted
                              Subsidiary, the amount of Investments previously
                              made by the Company or any Restricted Subsidiary
                              in such Unrestricted Subsidiary,

                              which amount in each case under this clause (iv)
                              was included in the calculation of the amount of
                              Restricted Payments; provided, however, that no
                              amount will be included under this clause (iv) to
                              the extent it is already included in Consolidated
                              Net Income.

            The provisions of the preceding paragraph shall not prohibit:

            (1)   any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Capital Stock, Disqualified
                  Stock, Subordinated Obligations of the Company or Guarantor
                  Subordinated Obligations of any Subsidiary Guarantor made by
                  exchange for, or out of the proceeds of the substantially
                  concurrent sale of, Capital Stock of the Company (other than
                  Disqualified Stock and other than Capital Stock issued or sold
                  to a Subsidiary or an employee stock ownership plan or similar
                  trust to the extent such sale to an employee stock ownership
                  plan or similar trust is

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                  financed by loans from or Guaranteed by the Company or any
                  Restricted Subsidiary unless such loans have been repaid with
                  cash on or prior to the date of determination); provided,
                  however, that (a) such purchase, repurchase, redemption,
                  defeasance, acquisition or retirement will be excluded in
                  subsequent calculations of the amount of Restricted Payments
                  and (b) the Net Cash Proceeds from such sale of Capital Stock
                  will be excluded from clause (c)(ii) of the preceding
                  paragraph;

            (2)   any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Subordinated Obligations of the
                  Company or Guarantor Subordinated Obligations of any
                  Subsidiary Guarantor made by exchange for, or out of the
                  proceeds of the substantially concurrent sale of Subordinated
                  Obligations of the Company or any purchase, repurchase,
                  redemption, defeasance or other acquisition or retirement of
                  Guarantor Subordinated Obligations made by exchange for or out
                  of the proceeds of the substantially concurrent sale of
                  Guarantor Subordinated Obligations that, in each case, is
                  permitted to be Incurred pursuant to Section 3.2 and that in
                  each case constitutes Refinancing Indebtedness; provided,
                  however, that such purchase, repurchase, redemption,
                  defeasance, acquisition or retirement will be excluded in
                  subsequent calculations of the amount of Restricted Payments;

            (3)   any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Disqualified Stock of the Company
                  or a Restricted Subsidiary made by exchange for or out of the
                  proceeds of the substantially concurrent sale of Disqualified
                  Stock of the Company or such Restricted Subsidiary, as the
                  case may be, that, in each case, is permitted to be Incurred
                  pursuant to Section 3.2 and that in each case constitutes
                  Refinancing Indebtedness; provided, however, that such
                  purchase, repurchase, redemption, defeasance, acquisition or
                  retirement shall be excluded in subsequent calculations of the
                  amount of Restricted Payments;

            (4)   so long as no Default or Event of Default has occurred and is
                  continuing, any purchase or redemption of Subordinated
                  Obligations or Guarantor Subordinated Obligations of a
                  Subsidiary Guarantor from Net Available Cash to the extent
                  permitted under Section 3.5 below; provided, however, that
                  such purchase or redemption shall be excluded in subsequent
                  calculations of the amount of Restricted Payments;

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

            (6)   so long as no Default or Event of Default has occurred and is
                  continuing,

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                  (a)   the purchase, redemption or other acquisition,
                        cancellation or retirement for value of Capital Stock,
                        or options, warrants, equity appreciation rights or
                        other rights to purchase or acquire Capital Stock of the
                        Company or any Restricted Subsidiary or any parent of
                        the Company held by any existing or former employees or
                        management of the Company or any Subsidiary of the
                        Company or their assigns, estates or heirs, in each case
                        in connection with the repurchase provisions under
                        employee stock option or stock purchase agreements or
                        other agreements to compensate management employees;
                        provided that such redemptions or repurchases pursuant
                        to this clause shall not exceed $2.0 million in the
                        aggregate during any calendar year (with 50% of unused
                        amounts in any calendar year being carried over to the
                        next succeeding calendar year) and $4.0 million in the
                        aggregate for all such redemptions and repurchases;
                        provided, however, that the amount of any such
                        repurchase or redemption shall be included in subsequent
                        calculations of the amount of Restricted Payments
                        provided, further, however, that such amount in any
                        calendar year may be increased by an amount not to
                        exceed the cash proceeds of key man life insurance
                        policies received by the Company or any Restricted
                        Subsidiary after the Issue Date, which amounts shall be
                        excluded in subsequent calculations of Restricted
                        Payments; and

                  (b)   loans or advances to employees or directors of the
                        Company or any Restricted Subsidiary of the Company the
                        proceeds of which are used to purchase Capital Stock of
                        the Company, in an aggregate amount not in excess of
                        $1.0 million at any one time outstanding; provided,
                        however, that the amount of such loans and advances
                        shall be included in subsequent calculations of the
                        amount of Restricted Payments; provided, however, that
                        the Company and its Subsidiaries shall comply in all
                        material respects with all applicable provisions of the
                        Sarbanes-Oxley Act and the rules and regulations
                        promulgated in connection therewith relating to such
                        loans and advances;

            (7)   so long as no Default or Event of Default has occurred and is
                  continuing, the declaration and payment of dividends to
                  holders of any class or series of Disqualified Stock of the
                  Company issued in accordance with the terms of this Indenture
                  to the extent such dividends are included in the definition of
                  "Consolidated Interest Expense"; provided that the payment of
                  such dividends shall be excluded from the calculation of
                  Restricted Payments;

            (8)   repurchases of Capital Stock deemed to occur upon the exercise
                  of stock options, warrants or other convertible securities if
                  such Capital Stock represents a portion of the exercise price
                  thereof; provided, however, that such repurchases shall be
                  excluded from subsequent calculations of the amount of
                  Restricted Payments;

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            (9)   cash dividends or loans to Holdings in amounts equal to:

                  (a)   the amounts required for Holdings to pay any Federal,
                        state or local income taxes to the extent that such
                        income taxes are directly attributable to the income of
                        the Company and its Restricted Subsidiaries and to pay
                        franchise taxes and other fees required to maintain its
                        legal existence;

                  (b)   the amounts required to enable Holdings to effect any
                        transaction permitted under clause (6) of this
                        paragraph, to the extent permitted by such clause, in
                        lieu of the Company or any Restricted Subsidiary;

                  (c)   an amount not to exceed $0.1 million in any fiscal year
                        to permit Holdings to pay its corporate overhead
                        expenses Incurred in the ordinary course of business,
                        and to pay salaries or other compensation of employees
                        who perform services for both Holdings and the Company;
                        and

                  (d)   the amounts Holdings is required to pay pursuant to the
                        terms of the Professional Services Agreement, in an
                        amount not to exceed in any fiscal year the greater of
                        (i) $850,000 and (ii) 2% of Consolidated EBITDA for the
                        immediately preceding fiscal year;

                        provided, that such dividends or loans shall be excluded
                        from subsequent calculations of the amount of Restricted
                        Payments.

            (10)  the payment of dividends on the Company's Common Stock (or
                  dividends, distributions or advances to Holdings to allow
                  Holdings to pay dividends on Holdings' Common Stock) following
                  the first Public Equity Offering of the Company's Common Stock
                  or of Holdings' Common Stock, as the case may be, after the
                  Issue Date, of, whichever is earlier, (i) in the case of the
                  first public offering of the Company's Common Stock, up to 6%
                  per annum of the Net Cash Proceeds received by the Company in
                  such Public Equity Offering or (ii) in the case of the first
                  public offering of Holdings' Common Stock, up to 6% per annum
                  of the amount contributed by Holdings to the Company from the
                  Net Cash Proceeds received by Holdings in such public
                  offering, in each case, other than public offerings of the
                  Company or Holdings' Common Stock registered on Form S-4 or
                  S-8; provided, however, that such payment shall be included in
                  subsequent calculations of the amount of Restricted Payments;

            (11)  the purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement for value of any Subordinated
                  Obligation (i) at a purchase price not greater than 101% of
                  the principal amount of such Subordinated Obligation in the
                  event of a Change of Control in accordance with provisions
                  similar to Section 3.10 or (ii) at a purchase price not
                  greater

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<PAGE>

                  than 100% of the principal amount thereof in accordance with
                  provisions similar to Section 3.5; provided that, prior to or
                  simultaneously with such purchase, repurchase, redemption,
                  defeasance or other acquisition or retirement, the Company has
                  made the Change of Control Offer or Asset Disposition Offer,
                  as applicable, as provided in such covenant with respect to
                  the Securities and has completed the repurchase or redemption
                  of all Securities validly tendered for payment in connection
                  with such Change of Control Offer or Asset Disposition Offer;
                  and

            (12)  the declaration and payment of dividends in an amount not to
                  exceed $46.1 million to repay existing subordinated
                  indebtedness of Holdings being refinanced on the Issue Date
                  with proceeds from the offering of the Securities and the
                  Senior Secured Credit Agreement, provided that such dividends
                  or loans shall be excluded from subsequent calculations of the
                  amount of Restricted Payments.

            The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of such Restricted Payment of the asset(s) or
securities proposed to be paid, transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
The fair market value of any cash Restricted Payment shall be its face amount
and any non-cash Restricted Payment shall be determined conclusively by the
Board of Directors of the Company acting in good faith whose resolution with
respect thereto shall be delivered to the Trustee, such determination to be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if such fair market value is
estimated in good faith by the Board of Directors of the Company to exceed $5.0
million. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 3.3 were computed, together with a copy of
any fairness opinion or appraisal required by this Indenture.

            SECTION 3.4. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary to:

            (1)   pay dividends or make any other distributions on its Capital
                  Stock or pay any Indebtedness or other obligations owed to the
                  Company or any Restricted Subsidiary (it being understood that
                  the priority of any Preferred Stock in receiving dividends or
                  liquidating distributions prior to dividends or liquidating
                  distributions being paid on Common Stock shall not be deemed a
                  restriction on the ability to make distributions on Capital
                  Stock);

            (2)   make any loans or advances to the Company or any Restricted
                  Subsidiary (it being understood that the subordination of
                  loans or advances made to the Company or any Restricted
                  Subsidiary to other Indebtedness Incurred

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<PAGE>

                  by the Company or any Restricted Subsidiary shall not be
                  deemed a restriction on the ability to make loans or
                  advances); or

            (3)   transfer any of its property or assets to the Company or any
                  Restricted Subsidiary.

            The preceding provisions shall not prohibit:

                  (i)   any encumbrance or restriction pursuant to an agreement
                        in effect at or entered into on the date of this
                        Indenture and identified in an annex to this Indenture,
                        including, without limitation, this Indenture and the
                        Senior Secured Credit Agreement in effect on such date;

                  (ii)  any encumbrance or restriction with respect to a
                        Restricted Subsidiary pursuant to an agreement relating
                        to any Capital Stock or Indebtedness Incurred by a
                        Restricted Subsidiary on or before the date on which
                        such Restricted Subsidiary was acquired by the Company
                        (other than Capital Stock or Indebtedness Incurred as
                        consideration in, or to provide all or any portion of
                        the funds utilized to consummate, the transaction or
                        series of related transactions pursuant to which such
                        Restricted Subsidiary became a Restricted Subsidiary or
                        was acquired by the Company or in contemplation of the
                        transaction) and outstanding on such date, provided that
                        any such encumbrance or restriction shall not extend to
                        any assets or property of the Company or any other
                        Restricted Subsidiary other than the assets and property
                        so acquired;

                  (iii) any encumbrance or restriction with respect to a
                        Restricted Subsidiary pursuant to an agreement effecting
                        a refunding, replacement or refinancing of Indebtedness
                        Incurred pursuant to an agreement referred to in clause
                        (i) or (ii) of this paragraph or this clause (iii) or
                        contained in any amendment to an agreement referred to
                        in clause (i) or (ii) of this paragraph or this clause
                        (iii); provided, however, that the encumbrances and
                        restrictions with respect to such Restricted Subsidiary
                        contained in any such agreement are no less favorable in
                        any material respect to the Holders of the Securities
                        than the encumbrances and restrictions contained in such
                        agreements referred to in clauses (i) or (ii) of this
                        paragraph on the Issue Date or the date such Restricted
                        Subsidiary became a Restricted Subsidiary, whichever is
                        applicable;

                  (iv)  in the case of clause (3) of the first paragraph of this
                        covenant, any encumbrance or restriction:

                        (a)   that restricts in a customary manner the
                              subletting, assignment or transfer of any property
                              or asset that is

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<PAGE>

                              subject to a lease, license or similar contract,
                              or the assignment or transfer of any such lease,
                              license or other contract;

                        (b)   contained in mortgages, pledges or other security
                              agreements permitted under this Indenture securing
                              Indebtedness of the Company or a Restricted
                              Subsidiary to the extent such encumbrances or
                              restrictions restrict the transfer of the property
                              subject to such mortgages, pledges or other
                              security agreements; or

                        (c)   pursuant to customary provisions restricting
                              dispositions of real property interests set forth
                              in any reciprocal easement agreements of the
                              Company or any Restricted Subsidiary;

                  (v)   (a) purchase money obligations for property acquired in
                        the ordinary course of business and (b) Capitalized
                        Lease Obligations permitted under this Indenture, in
                        each case, that impose encumbrances or restrictions of
                        the nature described in clause (3) of the first
                        paragraph of this covenant on the property so acquired;

                  (vi)  any restriction with respect to a Restricted Subsidiary
                        (or any of its property or assets) imposed pursuant to
                        an agreement entered into for the direct or indirect
                        sale or disposition of all or substantially all the
                        Capital Stock or assets of such Restricted Subsidiary
                        (or the property or assets that are subject to such
                        restriction) pending the closing of such sale or
                        disposition;

                  (vii) net worth provisions in leases and other agreements
                        entered into by the Company or any Restricted Subsidiary
                        in the ordinary course of business; and

                  (viii) encumbrances or restrictions arising or existing by
                        reason of applicable law or any applicable rule,
                        regulation or order.

            SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock. The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
make any Asset Disposition unless:

            (1)   the Company or such Restricted Subsidiary, as the case may be,
                  receives consideration at least equal to the fair market value
                  (such fair market value to be determined on the date of
                  contractually agreeing to such Asset Disposition), as
                  determined in good faith by the Board of Directors of the
                  Company (including as to the value of all noncash
                  consideration), of the shares and assets subject to such Asset
                  Disposition;

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<PAGE>

            (2)   at least 75% of the consideration from such Asset Disposition
                  received by the Company or such Restricted Subsidiary, as the
                  case may be, is in the form of cash or Cash Equivalents; and

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

                  (a)   first, to the extent the Company or any Restricted
                        Subsidiary, as the case may be, elects (or is required
                        by the terms of any Indebtedness), to prepay, repay or
                        purchase secured Indebtedness of the Company (other than
                        any Disqualified Stock or Subordinated Obligations) or
                        secured Indebtedness of a Wholly-Owned Subsidiary (other
                        than any Disqualified Stock or Guarantor Subordinated
                        Obligation of a Subsidiary Guarantor) (in each case
                        other than Indebtedness owed to the Company or an
                        Affiliate of the Company) within 360 days from the later
                        of the date of such Asset Disposition or the receipt of
                        such Net Available Cash; provided, however, that, in
                        connection with any prepayment, repayment or purchase of
                        Indebtedness pursuant to this clause (a), the Company or
                        such Restricted Subsidiary shall retire such
                        Indebtedness and shall cause the related commitment (if
                        any) to be permanently reduced in an amount equal to the
                        principal amount so prepaid, repaid or purchased; and

                  (b)   second, to the extent of the balance of such Net
                        Available Cash after application in accordance with
                        clause (a), to the extent the Company or such Restricted
                        Subsidiary elects, to invest in Additional Assets within
                        360 days from the later of the date of such Asset
                        Disposition or the receipt of such Net Available Cash;

provided that pending the final application of any such Net Available Cash in
accordance with clause (a) or clause (b) above, the Company and its Restricted
Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net
Available Cash in any manner not prohibited by this Indenture.

            Any Net Available Cash from Asset Dispositions that are not applied
or invested as provided in the preceding paragraph shall be deemed to constitute
"Excess Proceeds." On the 361st day after an Asset Disposition, if the aggregate
amount of Excess Proceeds exceeds $10.0 million, the Company shall be required
to make an offer ("Asset Disposition Offer") to all Holders of Securities and to
the extent required by the terms of other Pari Passu Indebtedness, to all
holders of other Pari Passu Indebtedness outstanding with similar provisions
requiring the Company to make an offer to purchase such Pari Passu Indebtedness
with the proceeds from any Asset Disposition ("Pari Passu Notes"), to purchase
the maximum principal amount of Securities and any such Pari Passu Notes to
which the Asset Disposition Offer applies that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount of the Securities and Pari Passu Notes plus accrued and unpaid
interest to the

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<PAGE>

date of purchase, in accordance with the procedures set forth in this Indenture
or the agreements governing the Pari Passu Notes, as applicable, in each case in
integral multiples of $1,000. To the extent that the aggregate amount of
Securities and Pari Passu Notes so validly tendered and not properly withdrawn
pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the
Company may use any remaining Excess Proceeds for general corporate purposes,
subject to the other covenants contained in this Indenture. If the aggregate
principal amount of Securities surrendered by Holders thereof and other Pari
Passu Notes surrendered by holders or lenders, collectively, exceeds the amount
of Excess Proceeds, the Trustee shall select the Securities and Pari Passu Notes
to be purchased on a pro rata basis on the basis of the aggregate principal
amount of tendered Securities and Pari Passu Notes. Upon completion of such
Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.

            The Asset Disposition Offer shall remain open for a period of 20
Business Days following its commencement, except to the extent that a longer
period is required by applicable law (the "Asset Disposition Offer Period"). No
later than five Business Days after the termination of the Asset Disposition
Offer Period (the "Asset Disposition Purchase Date"), the Company shall purchase
the principal amount of Securities and Pari Passu Notes required to be purchased
pursuant to this covenant (the "Asset Disposition Offer Amount") or, if less
than the Asset Disposition Offer Amount has been so validly tendered, all
Securities and Pari Passu Notes validly tendered in response to the Asset
Disposition Offer.

            If the Asset Disposition Purchase Date is on or after an interest
record date and on or before the related interest payment date, any accrued and
unpaid interest shall be paid to the Person in whose name a Security is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Securities pursuant to the Asset
Disposition Offer.

            On or before the Asset Disposition Purchase Date, the Company shall,
to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes
or portions of Securities and Pari Passu Notes so validly tendered and not
properly withdrawn pursuant to the Asset Disposition Offer, or if less than the
Asset Disposition Offer Amount has been validly tendered and not properly
withdrawn, all Securities and Pari Passu Notes so validly tendered and not
properly withdrawn, in each case in integral multiples of $1,000. The Company
shall deliver to the Trustee an Officers' Certificate stating that such
Securities or portions thereof were accepted for payment by the Company in
accordance with the terms of this covenant and, in addition, the Company shall
deliver all certificates and notes required, if any, by the agreements governing
the Pari Passu Notes. The Company or the Paying Agent, as the case may be, shall
promptly (but in any case not later than five Business Days after termination of
the Asset Disposition Offer Period) mail or deliver to each tendering Holder of
Securities or holder or lender of Pari Passu Notes, as the case may be, an
amount equal to the purchase price of the Securities or Pari Passu Notes so
validly tendered and not properly withdrawn by such holder or lender, as the
case may be, and accepted by the Company for purchase, and the Company will
promptly issue a new Security, and the Trustee, upon delivery of an Officers'
Certificate from the Company, shall authenticate and mail or deliver such new
Security to such Holder, in a principal amount equal to any unpurchased portion
of the Security surrendered; provided that each such new Security shall be in a
principal amount of $1,000 or an integral multiple of $1,000. In addition, the
Company

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<PAGE>

shall take any and all other actions required by the agreements governing the
Pari Passu Notes. Any Security not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Disposition Offer on the Asset Disposition
Purchase Date.

            For the purposes of this covenant, the following shall be deemed to
be cash:

            (1)   the assumption by the transferee of Indebtedness (other than
                  Subordinated Obligations or Disqualified Stock) of the Company
                  or Indebtedness of a Wholly-Owned Subsidiary (other than
                  Guarantor Subordinated Obligations or Disqualified Stock of
                  any Wholly-Owned Subsidiary that is a Subsidiary Guarantor)
                  and the release of the Company or such Restricted Subsidiary
                  from all liability on such Indebtedness in connection with
                  such Asset Disposition (in which case the Company will,
                  without further action, be deemed to have applied such deemed
                  cash to Indebtedness in accordance with clause (a) above); and

            (2)   securities, notes or other obligations received by the Company
                  or any Restricted Subsidiary from the transferee that are
                  promptly converted within 90 days by the Company or such
                  Restricted Subsidiary into cash or Cash Equivalents.

            The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any Asset Swaps, unless:

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

            (2)   in the event such Asset Swap involves the transfer by the
                  Company or any Restricted Subsidiary of assets having an
                  aggregate fair market value, as determined by the Board of
                  Directors of the Company in good faith, in excess of $5.0
                  million, the terms of such Asset Swap have been approved by a
                  majority of the members of the Board of Directors of the
                  Company; and

            (3)   in the event such Asset Swap involves the transfer by the
                  Company or any Restricted Subsidiary of assets having an
                  aggregate fair market value, as determined by the Board of
                  Directors of the Company in good faith, in excess of $10.0
                  million, the Company has received a written opinion from an
                  independent investment banking firm of nationally recognized
                  standing that such Asset Swap is fair to the Company or such
                  Restricted Subsidiary, as the case may be, from a financial
                  point of view.

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

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applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Indenture by virtue of any conflict.

            SECTION 3.6. Limitation on Liens. The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any
of its property or assets (including Capital Stock of Restricted Subsidiaries),
whether owned on the date of this Indenture or acquired after that date, which
Lien is securing any Indebtedness, unless contemporaneously with the Incurrence
of such Liens effective provision is made to secure the Indebtedness due under
this Indenture and the Securities or, in respect of Liens on any Restricted
Subsidiary's property or assets, any Securities Guarantee of such Restricted
Subsidiary, equally and ratably with (or prior to in the case of Liens with
respect to Subordinated Obligations or Guarantor Subordinated Obligations, as
the case may be) the Indebtedness secured by such Lien for so long as such
Indebtedness is so secured.

            SECTION 3.7. Limitation on Sale/Leaseback Transactions. The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, enter
into any Sale/Leaseback Transaction with respect to any property unless:

            (1)   the Company or such Restricted Subsidiary, as the case may be,
                  receives consideration in respect of such Sale/Leaseback
                  Transaction at least equal to the fair market value, as
                  measured for the transaction taken as whole (as evidenced by a
                  resolution of the Board of Directors of the Company), of the
                  property subject to such transaction;

            (2)   the Company or such Restricted Subsidiary could have Incurred
                  Indebtedness in an amount equal to the Attributable
                  Indebtedness in respect of such Sale/Leaseback Transaction
                  pursuant to Section 3.2 (without giving effect to clause (2)
                  of the first paragraph thereof);

            (3)   the Company or such Restricted Subsidiary would be permitted
                  to create a Lien on the property subject to such
                  Sale/Leaseback Transaction without securing the Securities
                  pursuant to Section 3.6; and

            (4)   the Sale/Leaseback Transaction is treated as an Asset
                  Disposition and all of the conditions of this Indenture
                  described in Section 3.5 (including the provisions concerning
                  the application of Net Available Cash) are satisfied with
                  respect to such Sale/Leaseback Transaction, treating all of
                  the consideration received in such Sale/Leaseback Transaction
                  as Net Available Cash for purposes of such covenant; provided,
                  that in the case of assets disposed of in a Sale/Leaseback
                  Transaction that occurs within 270 days of the acquisition of
                  such assets by the Company or any Restricted Subsidiary, such
                  Net Available Cash shall be reduced by the amount paid (or
                  payable) by the Company and its Restricted Subsidiaries for
                  such assets.

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            SECTION 3.8. Limitation on Affiliate Transactions. The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or conduct any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
Affiliate of the Company (an "Affiliate Transaction") unless:

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

            (2)   in the event such Affiliate Transaction involves an aggregate
                  consideration in excess of $5.0 million, the terms of such
                  transaction have been approved by a majority of the members of
                  the Board of Directors of the Company and by a majority of the
                  members of such Board of Directors having no personal stake in
                  such transaction, if any (and such majority or majorities, as
                  the case may be, determines that such Affiliate Transaction
                  satisfies the criteria in clause (1) above); and

            (3)   in the event such Affiliate Transaction involves an aggregate
                  consideration in excess of $10.0 million, the Company has
                  received a written opinion from an independent investment
                  banking, accounting or appraisal firm of nationally recognized
                  standing that such Affiliate Transaction is not materially
                  less favorable than those that might reasonably have been
                  obtained in a comparable transaction at such time on an
                  arm's-length basis from a Person that is not an Affiliate.

            The preceding paragraph shall not apply to:

            (1)   any Restricted Payment (other than a Restricted Investment)
                  permitted to be made pursuant to Section 3.3;

            (2)   any issuance of securities, or other payments, awards or
                  grants in cash, securities or otherwise pursuant to, or the
                  funding of, employment agreements and other compensation
                  arrangements, options to purchase Capital Stock of the
                  Company, restricted stock plans, long-term incentive plans,
                  stock appreciation rights plans, expense reimbursement,
                  severance or other employment related agreements,
                  participation plans or similar employee benefits plans and/or
                  indemnity provided on behalf of officers and employees
                  approved by the Board of Directors of the Company;

            (3)   loans or advances to employees, officers or directors in the
                  ordinary course of business of the Company or any of its
                  Restricted Subsidiaries but in any event not to exceed $1.0
                  million in the aggregate outstanding (without giving effect to
                  the forgiveness of any such loans) at any one time with
                  respect to all loans or advances made since the Issue Date;
                  provided, however, that the Company and its Subsidiaries shall
                  comply in

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                  all material respects with all applicable provisions of the
                  Sarbanes-Oxley Act and the rules and regulations promulgated
                  in connection therewith relating to such loans and advances;

            (4)   any transaction between the Company and a Restricted
                  Subsidiary or between Restricted Subsidiaries and Guarantees
                  issued by the Company or a Restricted Subsidiary for the
                  benefit of the Company or a Restricted Subsidiary, as the case
                  may be, in accordance with Section 3.2;

            (5)   the payment of reasonable and customary fees paid to, and
                  indemnity provided on behalf of, directors of the Company or
                  any Restricted Subsidiary;

            (6)   the performance of obligations of the Company or any of its
                  Restricted Subsidiaries under the terms of any agreement to
                  which the Company or any of its Restricted Subsidiaries is a
                  party as of or on the Issue Date and identified on a schedule
                  to this Indenture on the Issue Date, as these agreements may
                  be amended, modified, supplemented, extended or renewed from
                  time to time; provided, however, that any future amendment,
                  modification, supplement, extension or renewal entered into
                  after the Issue Date shall be permitted to the extent that its
                  terms are not more disadvantageous, taken as a whole, to the
                  Holders of the Securities than the terms of the agreements in
                  effect on the Issue Date; and

            (7)   the payment of amounts contemplated by the Professional
                  Services Agreement, in an amount not to exceed in any fiscal
                  year the greater of (i) $850,000 and (ii) 2% of Consolidated
                  EBITDA for the immediately preceding fiscal year.

            SECTION 3.9. Limitation on Sale of Capital Stock of Restricted
Subsidiaries. The Company shall not, and shall not permit any Restricted
Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Voting
Stock of any Restricted Subsidiary or to issue any of the Voting Stock of a
Restricted Subsidiary (other than, if necessary, shares of its Voting Stock
constituting directors' qualifying shares) to any Person except:

            (1)   to the Company or a Wholly-Owned Subsidiary; or

            (2)   in compliance with Section 3.5 and immediately after giving
                  effect to such issuance or sale, such Restricted Subsidiary
                  would continue to be a Restricted Subsidiary.

            Notwithstanding the preceding paragraph, the Company or any
Restricted Subsidiary may sell all the Voting Stock of a Restricted Subsidiary
as long as the Company or such Restricted Subsidiary complies with the terms of
Section 3.5.

            SECTION 3.10. Change of Control. Upon the occurrence of a Change of
Control, unless the Company has exercised its right to redeem all of the
Securities pursuant to Article V, each Holder of Securities shall have the right
to require the Company to repurchase all

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or any part (equal to $1,000 or an integral multiple thereof) of such Holder's
Securities at a purchase price in cash equal to 101% of the principal amount of
the Securities plus accrued and unpaid interest, if any, to the date of purchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date).

            Within 30 days following any Change of Control, unless the Company
has exercised its right to redeem all of the Securities pursuant to Article V,
the Company shall mail a notice (the "Change of Control Offer") to each Holder,
with a copy to the Trustee, stating:

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

            (2)   the repurchase date (which shall be no earlier than 30 days
                  nor later than 60 days from the date such notice is mailed)
                  (the "Change of Control Payment Date"); and

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

On the Change of Control Payment Date, the Company shall, to the extent lawful:

            (1)   accept for payment all Securities or portions of Securities
                  (in integral multiples of $1,000) properly tendered pursuant
                  to the Change of Control Offer;

            (2)   deposit with the paying agent an amount equal to the Change of
                  Control Payment in respect of all Securities or portions of
                  Securities so tendered; and

            (3)   deliver or cause to be delivered to the Trustee the Securities
                  so accepted together with an Officers' Certificate stating the
                  aggregate principal amount of Securities or portions of
                  Securities being purchased by the Company.

The Paying Agent shall promptly mail to each Holder of Securities so tendered
the Change of Control Payment for such Securities, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Security equal in principal amount to any unpurchased portion
of the Securities surrendered, if any; provided that each such new Security
shall be in a principal amount of $1,000 or an integral multiple thereof.

            If the Change of Control Payment Date is on or after an interest
record date and on or before the related interest payment date, any accrued and
unpaid interest, if any, shall be paid to the Person in whose name a Security is
registered at the close of business on such record

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<PAGE>

date, and no additional interest shall be payable to Holders who tender pursuant
to the Change of Control Offer.

            Prior to mailing a Change of Control Offer, and as a condition to
such mailing (i) the requisite holders of each issue of Indebtedness issued
under an indenture or other agreement that may be violated by such payment shall
have consented to such Change of Control Offer being made and waived the event
of default, if any, caused by the Change of Control or (ii) the Company shall
repay all outstanding Indebtedness issued under an indenture or other agreement
that may be violated by a payment to the Holders of Securities under a Change of
Control Offer or the Company must offer to repay all such Indebtedness, and make
payment to the holders of such Indebtedness that accept such offer, and obtain
waivers of any event of default from the remaining holders of such Indebtedness.
The Company covenants to effect such repayment or obtain such consent within 30
days following any Change of Control, it being a default of the Change of
Control provisions of this Indenture if the Company fails to comply with such
covenant.

            The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Securities validly tendered and not withdrawn under
such Change of Control Offer.

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

            SECTION 3.11. SEC Reports. Notwithstanding that Holdings may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, to the extent permitted by the Exchange Act, Holdings shall file with the
SEC, and make available to the Trustee and the registered Holders of the
Securities, the annual reports and the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that are specified in Sections 13 and 15(d) of the
Exchange Act within the time periods specified therein. In the event that
Holdings is not permitted to file such reports, documents and information with
the SEC pursuant to the Exchange Act, Holdings shall nevertheless make available
such Exchange Act information to the Trustee and the Holders of the Securities
as if Holdings were subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act within the time periods specified therein.

            If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
to the financial statements and in Management's Discussion and Analysis of
Results of Operations and Financial Condition, of the financial condition and
results of operations of Holdings, the Company and the Restricted Subsidiaries
of the Company.

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            SECTION 3.12. Future Securities Guarantors. After the Issue Date,
the Company shall cause each Restricted Subsidiary that Guarantees any
Indebtedness of the Company or any of its Subsidiary Guarantors to execute and
deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary will unconditionally Guarantee, on a joint and several
basis, the full and prompt payment of the principal of, premium, if any and
interest on the Securities on a senior basis and all other obligations under
this Indenture. Notwithstanding the foregoing, in the event the Subsidiary
Guarantor is released and discharged in full from all of its obligations under
Guarantees of (1) any Credit Facility and (2) all other Indebtedness of the
Company and its Restricted Subsidiaries, then the Securities Guarantee of such
Securities Guarantor shall be automatically and unconditionally released or
discharged; provided, that such Restricted Subsidiary has not Incurred any
Indebtedness in reliance on its status as a Subsidiary Guarantor pursuant to
Section 3.2 unless such Subsidiary Guarantor's obligations under such
Indebtedness so Incurred are satisfied in full and discharged.

SECTION 3.13. Maintenance of Office or Agency. The Company shall maintain an
office or agency where the Securities may be presented or surrendered for
payment, where, if applicable, the Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
agency of Wells Fargo Bank, National Association (the "Agent") currently located
at Wells Fargo Bank, National Association, 608 2nd Avenue South, Minneapolis,
Minnesota 55479 shall be such office or agency of the Company, unless the
Company shall designate and maintain some other office or agency for one or more
of such purposes. The Company shall give prompt written notice to the Trustee of
any change in the location of any such office or agency. If at any time the
Company shall fail to maintain any such required office or agency or shall fail
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Agent of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

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

            SECTION 3.14. Corporate Existence. Except as otherwise provided in
this Article III, Article IV and Section 10.2(b), Holdings and the Company shall
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and the corporate, partnership, limited
liability company or other existence of each Securities Guarantor in accordance
with their respective organizational documents (as the same may be amended from
time to time) and the rights (charter and statutory) licenses and franchises of
the Company and each such Securities Guarantor; provided, however, that the
Company shall not be required to preserve any such right, license or franchise
or the corporate, partnership, limited liability company or other existence of
any Securities Guarantor if the Board of Directors of the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and each of its Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not, and will not be, disadvantageous in any
material respect to the Holders;

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<PAGE>

provided, further, that the foregoing shall not prohibit a sale, transfer, or
conveyance of a Restricted Subsidiary or any of its assets in compliance with
the terms of this Indenture.

            SECTION 3.15. Payment of Taxes and Other Claims. The Company shall
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary and (ii) all lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a material
liability or lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings and for which appropriate reserves, if necessary (in the
good faith judgment of management of the Company), are being maintained in
accordance with GAAP or where the failure to effect such payment will not be
disadvantageous to the Holders.

            SECTION 3.16. Payments for Consent. Neither the Company nor any of
its Restricted Subsidiaries shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fees or otherwise, to any
Holder of any Securities for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities
unless such consideration is offered to be paid or is paid to all Holders of the
Securities that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or amendment.

            SECTION 3.17. Compliance Certificate. The Company shall deliver to
the Trustee within 120 days after the end of each Fiscal Year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know
of any Default or Event of Default that occurred during the previous Fiscal
Year. If they do, the certificate shall describe the Default or Event of
Default, its status and the action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).

            SECTION 3.18. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

            SECTION 3.19. Limitation on Lines of Business. The Company shall
not, and shall not permit any Restricted Subsidiary to, engage in any business
other than a Related Business. Holdings shall not, and shall not permit any of
its Subsidiaries other than the Company and its Subsidiaries to, engage in any
business other than investing directly in the Capital Stock of the Company.

            SECTION 3.20. Statement by Officers as to Default. The Company shall
deliver to the Trustee, as soon as possible and in any event within 10 days
after the Company becomes aware of the occurrence of any Event of Default or an
event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officers' Certificate setting forth the

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<PAGE>

details of such Event of Default or Default, its status and the actions which
the Company are taking or propose to take with respect thereto.

                                   ARTICLE IV

                               SUCCESSOR COMPANY

            SECTION 4.1. Merger and Consolidation. The Company shall not
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless:

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

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

            (3)   immediately after giving effect to such transaction, the
                  Successor Company would be able to Incur at least an
                  additional $1.00 of Indebtedness pursuant to the first
                  paragraph of Section 3.2 (without giving effect to clause (2)
                  thereof);

            (4)   each Securities Guarantor (unless it is the other party to the
                  transactions above, in which case clause (1) shall apply)
                  shall have by supplemental indenture confirmed that its
                  Securities Guarantee shall apply to such Person's obligations
                  in respect of this Indenture and the Securities and its
                  obligations under the Registration Rights Agreement shall
                  continue to be in effect; and

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

For purposes of this Section 4.1, the sale, lease, conveyance, assignment,
transfer or other disposition of all or substantially all of the properties and
assets of one or more Subsidiaries of the Company, which properties and assets,
if held by the Company instead of such Subsidiaries,

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<PAGE>

would constitute all or substantially all of the properties and assets of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

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

            Notwithstanding the preceding clause (3), (x) any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company and (y) the Company may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax benefits; provided that, in the case of a
Restricted Subsidiary that merges into the Company, the Company will not be
required to comply with the preceding clause (5).

                                   ARTICLE V

                            REDEMPTION OF SECURITIES

            SECTION 5.1. Redemption. The Securities may be redeemed, as a whole
or from time to time in part, subject to the conditions and at the redemption
prices specified in paragraph 5 of the form of Securities set forth in Exhibit A
and Exhibit B hereto, which are hereby incorporated by reference and made a part
of this Indenture, together with accrued and unpaid interest to the Redemption
Date.

            SECTION 5.2. Applicability of Article. Redemption of Securities at
the election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision and
this Article.

            SECTION 5.3. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities pursuant to Section 5.1 shall be evidenced
by a Board Resolution of the Company. In case of any redemption at the election
of the Company, the Company shall, upon not later than the earlier of the date
that is 45 days prior to the Redemption Date fixed by the Company or the date on
which notice is given to the Holders (except as provided in Section 5.5 or
unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 5.4. Any such notice may be cancelled at any time prior to notice of
such redemption being mailed to any Holder and shall thereby be void and of no
effect.

            SECTION 5.4. Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities are to be redeemed at any time pursuant to an
optional redemption, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the

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Redemption Date by the Trustee, from the outstanding Securities not previously
called for redemption, in compliance with the requirements of the principal
securities exchange, if any, on which such Securities are listed, or, if such
Securities are not so listed, on a pro rata basis among the classes of
Securities, by lot or by such other method as the Trustee shall deem fair and
appropriate (and in such manner as complies with applicable legal requirements)
and which may provide for the selection for redemption of portions of the
principal of the Securities; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Security not redeemed to
less than $1,000.

            The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the method it has chosen for the selection of Securities
and the principal amount thereof to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

            SECTION 5.5. Notice of Redemption. Notice of redemption shall be
given in the manner provided for in Section 11.2 not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed. At the Company's request, the Trustee shall give notice of redemption
in the Company's name and at the Company's expense; provided, however, that the
Company shall deliver to the Trustee, at least 45 days prior to the Redemption
Date, an Officers' Certificate requesting that the Trustee give such notice at
the Company's expense and the form of notice that shall include the following
items.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the redemption price and the amount of accrued interest to the
      Redemption Date payable as provided in Section 5.7, if any,

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

            (4) in case any Security is to be redeemed in part only, the notice
      which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the Holder will receive,
      without charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed,

            (5) that on the Redemption Date the redemption price (and accrued
      interest, if any, to the Redemption Date payable as provided in Section
      5.7) will become due and payable upon each such Security, or the portion
      thereof, to be redeemed, and, unless the

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      Company defaults in making the redemption payment, that interest on
      Securities called for redemption (or the portion thereof) will cease to
      accrue on and after said date,

            (6) the place or places where such Securities are to be surrendered
      for payment of the redemption price and accrued interest, if any,

            (7) the name and address of the Paying Agent,

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

            (9) the CUSIP, Common Code and ISIN numbers, if applicable, and that
      no representation is made as to the accuracy or correctness of the CUSIP,
      Common Code and ISIN numbers, if applicable, if any, listed in such notice
      or printed on the Securities, and

            (10) the paragraph of the Securities pursuant to which the
      Securities are to be redeemed.

            SECTION 5.6. Deposit of Redemption Price. Prior to 10:00 a.m., New
York City time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or any of the Company's
Subsidiaries is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 2.4) an amount of money sufficient to pay the redemption
price of, and accrued interest on, all the Securities which are to be redeemed
on that date, other than Securities or portions of Securities called for
redemption that are beneficially owned by the Company and have been delivered by
the Company to the Trustee for cancellation.

            SECTION 5.7. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities or portions of
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the redemption price therein specified (together with accrued
interest, if any, to the Redemption Date), and on and after such date (unless
the Company shall default in the payment of the redemption price and accrued
interest) such Securities shall cease to bear interest and the only right of the
Holders thereof will be to receive payment of the redemption price and, subject
to the next sentence, unpaid interest on such Securities to the Redemption Date.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the redemption price,
together with accrued interest, if any, to the Redemption Date (subject to the
rights of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date).

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the unpaid principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Securities.

            SECTION 5.8. Securities Redeemed in Part. Any Security which is to
be redeemed only in part (pursuant to the provisions of this Article) shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 3.13 (with, if the Company or the Trustee so require, due
endorsement by, or a written instrument of transfer in

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form satisfactory to the Company and 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 make available for
delivery to the Holder of such Security at the expense of the Company, a new
Security or Securities, of any authorized denomination as requested by such
Holder, in an aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered, provided,
that each such new Security will be in a principal amount of $1,000 or integral
multiple thereof.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

            SECTION 6.1. Events of Default. Each of the following constitutes an
"Event of Default":

            (1)   default in any payment of interest or additional interest (as
                  required by the Registration Rights Agreement) on any Security
                  when due, continued for 30 days;

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

            (3)   failure by the Company or any Securities Guarantor to comply
                  with its obligations under Section 4.1 or clause (b) of
                  Section 10.2, respectively;

            (4)   failure by the Company or any Securities Guarantor to comply
                  for 30 days after notice with any of its obligations pursuant
                  to Section 3.2 through Section 3.12 inclusive, Section 3.16
                  and Section 3.19 (in each case, other than a failure to
                  purchase Securities which will constitute an Event of Default
                  under clause (2) above and other than a failure to comply with
                  Section 4.1 which is covered by clause (3));

            (5)   the Company or a Securities Guarantor defaults in the
                  performance of or a breach by the Company or a Securities
                  Guarantor of any other covenant or agreement in this Indenture
                  or under the Securities (other than those referred to in (1),
                  (2), (3) or (4) above) and such default continues for 60 days
                  after the notice specified below;

            (6)   default under any mortgage, indenture or instrument under
                  which there may be issued or by which there may be secured or
                  evidenced any Indebtedness for money borrowed by the Company
                  or any of its Restricted Subsidiaries (or the payment of which
                  is guaranteed by the Company or any of its Restricted
                  Subsidiaries), other than Indebtedness owed to the Company or
                  a Restricted Subsidiary, whether such Indebtedness or

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                  guarantee now exists, or is created after the date of this
                  Indenture, which default:

                  (a)   is caused by a failure to pay principal of, or interest
                        or premium, if any, on such Indebtedness within the
                        grace period provided in such Indebtedness ("payment
                        default"); or

                  (b)   results in the acceleration of such Indebtedness prior
                        to its maturity (the "cross acceleration provision");

                        and, in each case, the principal amount of any such
                        Indebtedness, together with the principal amount of any
                        other such Indebtedness under which there has been a
                        payment default or the maturity of which has been so
                        accelerated, aggregates $10.0 million or more;

            (7)   (a) the Company or a Significant Subsidiary or group of
                  Restricted Subsidiaries that, taken together (as of the latest
                  audited consolidated financial statements for the Company and
                  its Restricted Subsidiaries), would constitute a Significant
                  Subsidiary pursuant to or within the meaning of any Bankruptcy
                  Law:

                  (i)   commences a voluntary case or proceeding;

                  (ii)  consents to the entry of judgment, decree or order for
                        relief against it in an involuntary case or proceeding;

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

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

                  (v)   consents to or acquiesces in the institution of a
                        bankruptcy or an insolvency proceeding against it;

                  (vi)  takes any corporate action to authorize or effect any of
                        the foregoing; or

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

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

                  (i)   is for relief in an involuntary case against the Company
                        or a Significant Subsidiary or group of Restricted
                        Subsidiaries that, taken together (as of the latest
                        audited consolidated financial statements for the
                        Company and its Restricted Subsidiaries), would

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                        constitute a Significant Subsidiary pursuant to or
                        within the meaning of any Bankruptcy Law;

                  (ii)  appoints a Custodian for all or substantially all of the
                        property of the Company or a Significant Subsidiary or
                        group of Restricted Subsidiaries that, taken together
                        (as of the latest audited consolidated financial
                        statements for the Company and its Restricted
                        Subsidiaries), would constitute a Significant Subsidiary
                        pursuant to or within the meaning of any Bankruptcy Law;
                        or

                  (iii) orders the winding up or liquidation of the Company or a
                        Significant Subsidiary or group of Restricted
                        Subsidiaries that, taken together (as of the latest
                        audited consolidated financial statements for the
                        Company and its Restricted Subsidiaries), would
                        constitute a Significant Subsidiary pursuant to or
                        within the meaning of any Bankruptcy Law; and

                  (iv)  in each case the order, decree or relief remains
                        unstayed and in effect for 60 days;

            (8)   failure by the Company or any Significant Subsidiary or group
                  of Restricted Subsidiaries that, taken together (as of the
                  latest audited consolidated financial statements for the
                  Company and its Restricted Subsidiaries), would constitute a
                  Significant Subsidiary to pay final judgments aggregating in
                  excess of $10.0 million (net of any amounts that a reputable
                  and creditworthy insurance company has acknowledged liability
                  for in writing), which judgments are not paid, discharged or
                  stayed for a period of 60 days (the "judgment default
                  provision"); or

            (9)   any Securities Guarantee ceases to be in full force and effect
                  (except as contemplated by the terms of this Indenture) or is
                  declared null and void in a judicial proceeding or any
                  Securities Guarantor denies or disaffirms its obligations
                  under this Indenture or its Securities Guarantee, and such
                  Securities Guarantor fails to cure such default for 30 days
                  after notice.

However, a default under clauses (4), (5) and (9) of this paragraph shall not
constitute an Event of Default until the Trustee or the Holders of 25% in
principal amount of the outstanding Securities notify the Company of the default
and the Company does not cure such default within the time specified in clauses
(4), (5) and (9) of this paragraph after receipt of such notice.

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

            In the case of any Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
or any Securities Guarantor with the intention of avoiding payment of the
premium that the Company would have had to pay if the

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Company then had elected to redeem the Securities pursuant to the optional
redemption provisions of this Indenture or was required to repurchase the
Securities, an equivalent premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Securities.
If an Event of Default occurs prior to April 15, 2008 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company or any
Securities Guarantor with the intention of avoiding the prohibition on
redemption of the Securities prior to April 15, 2008, the maximum premium
specified in this Indenture shall also become immediately due and payable (or if
no premium is contemplated for the time at which such Event of Default occurs,
the premium shall be calculated in accordance with the fifth paragraph of
Section 5 of Exhibit A and Exhibit B) to the extent permitted by law upon the
acceleration of the Securities.

            SECTION 6.2. Acceleration. If an Event of Default (other than an
Event of Default described in clause (7) of Section 6.1) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in principal amount of the outstanding Securities by notice to the Company and
the Trustee, may, and the Trustee at the request of such Holders shall, declare
the principal of, premium, if any, and accrued and unpaid interest, if any, on
all the Securities to be due and payable. Upon such a declaration, such
principal, premium and accrued and unpaid interest shall be due and payable
immediately.

            In the event of a declaration of acceleration of the Securities
because an Event of Default described in clause (6) of Section 6.1 has occurred
and is continuing, the declaration of acceleration of the Securities shall be
automatically annulled if the event of default or payment default triggering
such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or
cured by the Company or a Restricted Subsidiary or waived by the holders of the
relevant Indebtedness within 20 days after the declaration of acceleration with
respect thereto and if (1) the annulment of the acceleration of the Securities
would not conflict with any judgment or decree of a court of competent
jurisdiction and (2) all existing Events of Default, except nonpayment of
principal, premium or interest on the Securities that became due solely because
of the acceleration of the Securities, have been cured or waived.

            If an Event of Default described in clause (7) of Section 6.1 occurs
and is continuing, the principal of, premium, if any, and accrued and unpaid
interest on all the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders.

            SECTION 6.3. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of (or premium, if any) or
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

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

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            SECTION 6.4. Waiver of Past Defaults. The Holders of a majority in
principal amount of the outstanding Securities by notice to the Trustee may (a)
waive, by their consent (including, without limitation consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities), an existing Default or Event of Default and its consequences except
a Default or Event of Default in the payment of the principal of, or premium, if
any, or interest on a Security and (b) rescind any such acceleration with
respect to the Securities and its consequences if (1) rescission would not
conflict with any judgment or decree of a court of competent jurisdiction and
(2) all existing Events of Default, other than the nonpayment of the principal
of, premium, if any, and interest on the Securities that have become due solely
by such declaration of acceleration, have been cured or waived. When a Default
or Event of Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
consequent right.

            SECTION 6.5. Control by Majority. The Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Sections 7.1 and 7.2, that the Trustee determines is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

            SECTION 6.6. Limitation on Suits. Subject to the provisions of this
Indenture relating to the duties of the Trustee, if an Event of Default occurs
and is continuing, the Trustee shall be under no obligation to exercise any of
the rights or powers under this Indenture at the request or direction of any of
the Holders unless such Holders have offered to the Trustee reasonable indemnity
or security against any loss, liability or expense. Except to enforce the right
to receive payment of principal, premium, if any, or interest when due, no
Holder may pursue any remedy with respect to this Indenture or the Securities
unless:

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

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

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

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

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

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

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

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

            SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and the Securityholders allowed in any judicial
proceedings relative to the Company, its Subsidiaries or its or their respective
creditors or properties and, unless prohibited by law or applicable regulations,
may be entitled and empowered to participate as a member of any official
committee of creditors appointed in such matter and may vote on behalf of the
Holders in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make payments to the Trustee and, in the event that
the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.7.

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

            FIRST: to the Trustee for amounts due under Section 7.7;

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

            THIRD: to the Company or, to the extent the Trustee collects any
      amount for any Securities Guarantor, to such Securities Guarantor.

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

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            SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.7 or a
suit by Holders of more than 10% in outstanding principal amount of the
Securities.

                                   ARTICLE VII

                                     TRUSTEE

            SECTION 7.1. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates, opinions or orders
      furnished to the Trustee and conforming to the requirements of this
      Indenture. However, in the case of any such certificates or opinions which
      by any provisions hereof are specifically required to be furnished to the
      Trustee, the Trustee shall examine such certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture (but need not confirm or investigate the accuracy of
      mathematical calculations or other facts stated therein).

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

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

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

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

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

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

            (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

            (f) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

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

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

            SECTION 7.2. Rights of Trustee. Subject to Section 7.1:

            (a) The Trustee may conclusively rely on any document (whether in
its original or facsimile form) reasonably believed by it to be genuine and to
have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document. The Trustee shall receive
and retain financial reports and statements of the Company as provided herein,
but shall have no duty to review or analyze such reports or statements to
determine compliance under covenants or other obligations of the Company.

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

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

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

            (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities shall be full and complete authorization and
protection from liability in respect of any action taken,

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omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

            (f) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is
received by the Trustee at the corporate trust office of the Trustee specified
in Section 11.2, and such notice references the Securities and this Indenture.

            (g) The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

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

            (i) The Trustee shall not be deemed to have knowledge of any fact or
matter unless such fact or matter is known to a Trust Officer of the Trustee.

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

            SECTION 7.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company, Subsidiary Guarantors or their
Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent, Registrar, co-registrar or co-paying agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11. In
addition, the Trustee shall be permitted to engage in transactions with the
Company; provided, however, that if the Trustee acquires any conflicting
interest the Trustee must (i) eliminate such conflict within 90 days of
acquiring such conflicting interest, (ii) apply to the SEC for permission to
continue acting as Trustee or (iii) resign.

            SECTION 7.4. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, shall not be accountable for the Company's use
of the proceeds from the sale of the Securities, shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee or any money paid to the Company pursuant to the terms of this Indenture
and shall not be responsible for any statement of the Company in this Indenture
or in any document issued in connection with the sale of the Securities or in
the Securities other than the Trustee's certificate of authentication.

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            SECTION 7.5. Notice of Defaults. If a Default or Event of Default
occurs and is continuing and if a Trust Officer has actual knowledge thereof,
the Trustee shall mail by first class mail to each Securityholder at the address
set forth in the Securities Register notice of the Default or Event of Default
within the earlier of 90 days after it occurs or 30 days after it is actually
known to a Trust Officer or written notice of it is received by the Trustee.
Except in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Security (including payments pursuant to the
optional redemption or required repurchase provisions of such Security, if any),
the Trustee may withhold the notice if and so long as its board of directors, a
committee of its board of directors or a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of
Securityholders.

            SECTION 7.6. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning May 15, 2004 following the date of this
Indenture, and in any event prior to July 15 in each year, the Trustee shall
mail to each Securityholder a brief report dated as of such July 15 that
complies with TIA Section 313(a) if and to the extent required thereby. The
Trustee also shall comply with TIA Section 313(b) and TIA Section 313(c).

            A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof and the Trustee shall comply with TIA Section 313(d).

            SECTION 7.7. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder as the Company and the Trustee shall from time
to time agree in writing. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, costs of preparing and
reviewing reports, certificates and other documents, costs of preparation and
mailing of notices to Securityholders and reasonable costs of counsel retained
by the Trustee in connection with the delivery of an Opinion of Counsel or
otherwise, in addition to the compensation for its services. Such expenses shall
include the reasonable compensation and expenses, disbursements and advances of
the Trustee's agents, counsel, accountants and experts. The Company shall
indemnify the Trustee against any and all loss, liability, damages, claims or
expense (including reasonable attorneys' fees and expenses) incurred by it
without negligence, bad faith or willful misconduct on its part in connection
with the administration of this trust and the performance of its duties
hereunder, including the costs and expenses of enforcing this Indenture
(including this Section 7.7) and of defending itself against any claims (whether
asserted by any Securityholder, the Company or otherwise). The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and shall have the
authority to settle the claim, and the Trustee shall provide reasonable
cooperation at the Company's expense in the defense. The Trustee may have
separate counsel and the Company shall pay the fees and expenses of such
counsel, provided that the Company shall not be required to pay such fees and
expenses if they assume the Trustee's defense, and, in the reasonable judgment
of outside counsel to the Trustee, there is no conflict of interest between the
Company and the Trustee in connection with such defense. Notwithstanding the
foregoing, the Company

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and the Subsidiary Guarantors need not reimburse any expense or indemnify
against any loss, liability or expense which is finally determined by a court of
competent jurisdiction to have been incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith.

            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. Such lien shall survive the
satisfaction and discharge of this Indenture. The Trustee's right to receive
payment of any amounts due under this Section 7.7 shall not be subordinate to
any other liability or Indebtedness of the Company.

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

            SECTION 7.8. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Company in writing. The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the
removed Trustee in writing and may appoint a successor Trustee with the
Company's written consent, which consent will not be unreasonably withheld. The
Company shall remove the Trustee if:

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

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee otherwise becomes incapable of acting.

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

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

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

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            If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any
Securityholder, who has been a bona fide holder of a Security for at least six
months, may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

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

            SECTION 7.9. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture, any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name
of any predecessor Trustee shall only apply to its successor or successors by
merger, consolidation or conversion.

            SECTION 7.10. Eligibility; Disqualification. This Indenture shall
always have a Trustee that satisfies the requirements of TIA Section 310(a)(1),
(2) and (5) in every respect. The Trustee shall have a combined capital and
surplus of at least $100 million as set forth in its most recent published
annual report of condition. The Trustee shall comply with TIA Section 310(b);
provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

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

            SECTION 7.12. Trustee's Application for Instruction from the
Company. Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case

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of an omission), the Trustee shall have received written instructions in
response to such application specifying the action to be taken or omitted.

            SECTION 7.13. Paying Agents. The Company shall cause each Paying
Agent other than the Trustee to execute and deliver to it and the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 7.13:

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

            (2) that it will at any time during the continuance of any Event of
      Default, upon written request from the Trustee, deliver to the Trustee all
      sums so held in trust by it together with a full accounting thereof; and

            (3) that it will give the Trustee written notice within three
      Business Days of any failure of the Company (or by any obligor on the
      Securities) in the payment of any installment of the principal of,
      premium, if any, or interest on, the Securities when the same shall be due
      and payable.

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

            SECTION 8.1. Discharge of Liability on Securities; Defeasance. (a)
Subject to Section 8.1(c), when (i)(x) the Company delivers to the Trustee all
outstanding Securities (other than Securities replaced pursuant to Section 2.9)
for cancellation or (y) all outstanding Securities not theretofore delivered for
cancellation have become due and payable, whether at maturity or upon redemption
or will become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption pursuant to Article V hereof and the Company
or any Securities Guarantor irrevocably deposit or cause to be deposited with
the Trustee as trust funds in trust solely for the benefit of the Holders money
in U.S. dollars, non-callable U.S. Government Obligations, or a combination
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation for
principal, premium, if any, and accrued interest to the date of maturity or
redemption; (ii) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or any
Subsidiary Guarantor is a party or by which the Company or any Subsidiary
Guarantor is bound; (iii) the Company or any Subsidiary Guarantor have paid or
caused to be paid all sums payable under this Indenture and the Securities; and
(iv) the Company has delivered irrevocable instructions to the Trustee under
this Indenture to apply the deposited money toward the payment of such
Securities at maturity or the Redemption

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Date, as the case may be, then upon demand of the Company (accompanied by an
Officers' Certificate and an Opinion of Counsel stating that all conditions
precedent specified herein relating to the satisfaction and discharge of this
Indenture have been complied with) this Indenture shall cease to be of further
effect with respect to the Securities and the Trustee shall acknowledge
satisfaction and discharge of this Indenture, at the cost and expense of the
Company.

            (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture
("legal defeasance option"), and after giving effect to such legal defeasance,
any omission to comply with such obligations shall no longer constitute a
Default or Event of Default or (ii) their obligations under Section 3.2, Section
3.3, Section 3.4, Section 3.5, Section 3.6, Section 3.7, Section 3.8, Section
3.9, Section 3.10, Section 3.11, Section 3.12, Section 3.16, Section 3.19 and
Section 4.1(3), and the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply with such covenants shall no longer constitute a Default or an Event of
Default under Section 6.1(3) (only with respect to Section 4.1(3)), Section
6.1(4), Section 6.1(6), Section 6.1(7) (with respect to Significant
Subsidiaries), Section 6.1(8) (with respect only to Significant Subsidiaries)
and Section 6.1(9), and the events specified in such Sections shall no longer
constitute an Event of Default (clause (ii) being referred to as the "covenant
defeasance option"), but except as specified above, the remainder of this
Indenture and the Securities shall be unaffected thereby. The Company may
exercise its legal defeasance option notwithstanding its prior exercise of their
covenant defeasance option. If the Company exercises its covenant defeasance
option, the Company may elect to have any Securities Guarantees in effect at
such time terminate.

            If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Section 6.1(3) (only
with respect to Section 4.1(3)), Section 6.1(4), Section 6.1(6), Section 6.1(7)
(with respect only to Significant Subsidiaries), Section 6.1(8) (with respect
only to Significant Subsidiaries) or Section 6.1(9).

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

            (b) Notwithstanding the provisions of Sections 8.1(a) and (b), the
Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.9, 2.10, 2.11,
2.12, 3.1, 3.13, 3.14, 3.15, 3.17, 3.18, 3.20, 6.7, 7.7 and 7.8 and in this
Article VIII shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.7, 8.4 and 8.5 shall
survive.

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

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            (1)   the Company irrevocably deposits in trust with the Trustee for
                  the benefit of the Holders money in U.S. dollars or U.S.
                  Government Obligations or a combination thereof, the principal
                  of and interest (without reinvestment) on which will be
                  sufficient, or a combination thereof sufficient, for the
                  payment of principal, premium, if any, and interest on the
                  Securities to maturity or redemption, as the case may be;

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

            (3)   no Default or Event of Default shall have occurred and be
                  continuing on the date of such deposit or, with respect to
                  certain bankruptcy or insolvency Events of Default, on the
                  later of (i) the 91st day after such date of deposit or (ii)
                  the day ending on the day following the expiration of the
                  longest preference period under any bankruptcy law applicable
                  to the Company in respect of such deposit;

            (4)   such legal defeasance or covenant defeasance shall not result
                  in a breach or violation of, or constitute a Default under,
                  this Indenture or any other agreement or instrument to which
                  Holdings or any of its Subsidiaries is a party or by which
                  Holdings or any of its Subsidiaries is bound;

            (5)   the Company shall have delivered to the Trustee an Opinion of
                  Counsel (subject to customary assumptions and exclusions) to
                  the effect that (A) the Securities and (B) assuming no
                  intervening bankruptcy of the Company between the date of
                  deposit and the 91st day following the deposit and that no
                  Holder of the Securities is an insider of the Company, after
                  the 91st day following the deposit, the trust funds, will not
                  be subject to the effect of any applicable bankruptcy,
                  insolvency, reorganization or similar laws affecting
                  creditors' right generally;

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

            (7)   in the case of the legal defeasance option, the Company shall
                  have delivered to the Trustee an Opinion of Counsel (subject
                  to customary assumptions and exclusions) in the United States
                  stating that (i) the Company has received from, or there has
                  been published by, the Internal Revenue Service a ruling, or
                  (ii) since the date of this Indenture there has been a change
                  in the applicable federal income tax law, in either case to

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                  the effect that, and based thereon such Opinion of Counsel
                  shall confirm that, the Securityholders will not recognize
                  income, gain or loss for federal income tax purposes as a
                  result of such defeasance and will be subject to federal
                  income tax on the same amounts, in the same manner and at the
                  same times as would have been the case if such legal
                  defeasance had not occurred;

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

            (9)   the Company delivers to the Trustee an Officers' Certificate
                  and an Opinion of Counsel, each stating that all conditions
                  precedent provided for relating to either the legal defeasance
                  or covenant defeasance, as the case may be, as contemplated by
                  this Article VIII have been complied with.

            SECTION 8.3. Application of Trust Money. The Trustee shall hold in
trust all money or U.S. Government Obligations (including proceeds thereof)
deposited with it pursuant to this Article VIII. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture and the Securities to the Holders of the
Securities of all sums due in respect of the payment of principal of, premium,
if any, and accrued interest on the Securities.

            SECTION 8.4. Repayment to the Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money,
U.S. Government Obligations or securities held by them upon payment of all the
obligations under this Indenture.

            Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal of or premium, if any, or interest on the
Securities that remains unclaimed by the Holders thereof for two years, and,
thereafter, Securityholders entitled to the money must look to the Company for
payment as unsecured general creditors.

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

            SECTION 8.6. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the

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Company and each Subsidiary Guarantor under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article VIII until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with this
Article VIII; provided, however, that, if the Company or the Subsidiary
Guarantors have made any payment of principal, premium, if any, interest on or
principal of any Securities because of the reinstatement of its obligations, the
Company or Subsidiary Guarantors, as the case may be, shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent.

            The Trustee's rights under this Article VIII shall survive
termination of this Indenture.

                                   ARTICLE IX

                                   AMENDMENTS

            SECTION 9.1. Without Consent of Holders. The Company, the Securities
Guarantors and the Trustee may amend or supplement this Indenture or the
Securities without notice to or consent of any Securityholder:

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

            (2) to provide for the assumption by a successor corporation of the
      obligations of the Company or any Securities Guarantor under this
      Indenture;

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

            (4) to add Guarantees with respect to the Securities or release a
      Securities Guarantor upon its designation as an Unrestricted Subsidiary;
      provided, however, that the designation is in accord with the applicable
      provisions of this Indenture;

            (5) to secure the Securities;

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

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

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

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

            (10) to provide for the appointment of a successor trustee, provided
      that the successor trustee be otherwise qualified and eligible to act as
      such under the terms of this Indenture.

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

            SECTION 9.2. With Consent of Holders. The Company, the Securities
Guarantors and the Trustee may amend or supplement this Indenture or the
Securities without notice to any Securityholder but with the written consent of
the Holders of at least a majority in principal amount of the Securities then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities). Any past
default or compliance with any provision of this Indenture or the Securities may
be waived with the written consent of the Holders of a majority in principal
amount of the Securities then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Securities). However, without the consent of each Securityholder
affected, an amendment, supplement or waiver may not (with respect to any
Securities held by a non-consenting Holder of Securities):

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

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

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

            (4) reduce the premium payable upon the redemption or repurchase of
      any Security or change the time at which any Security may or shall be
      redeemed or repurchased as described under Section 3.5, Section 3.10
      (including an amendment to the definition of "Change of Control") or
      Article V or any similar provision, whether through an amendment or waiver
      of Section 3.5, Section 3.10 or Article V, definitions or otherwise;

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

            (6) impair the right of any Holder to receive payment of, premium,
      if any, principal of and interest on such Holder's Securities on or after
      the due dates therefor or to institute suit for the enforcement of any
      payment on or with respect to such Holder's Securities;

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            (7) make any change to the amendment provisions which require each
      Holder's consent or to the waiver provisions; or

            (8) modify the Securities Guarantees in any manner adverse to the
      Holders.

            It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof. A consent to any amendment, supplement or waiver under this Indenture
by any Holder of the Securities given in connection with a tender or exchange of
such Holder's Securities will not be rendered invalid by such tender or
exchange.

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

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

            SECTION 9.4. Revocation and Effect of Consents and Waivers. A
consent to an amendment, supplement or a waiver by a Holder of a Security shall
bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent or waiver is not made on the Security. Any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment, supplement or waiver becomes effective
or otherwise in accordance with any related solicitation documents. After an
amendment, supplement or waiver becomes effective, it shall bind every
Securityholder unless it makes a change described in any of clauses (1) through
(8) of Section 9.2, in which case the amendment, supplement, waiver or other
action shall bind each Securityholder who has consented to it and every
subsequent Securityholder that evidences the same debt as the consenting
Holder's Securities. An amendment, supplement or waiver shall become effective
upon receipt by the Trustee of the requisite number of written consents under
Section 9.1 or 9.2 as applicable.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall become
valid or effective more than 120 days after such record date.

            SECTION 9.5. Notation on or Exchange of Securities. If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the

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Security regarding the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determine, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that
reflects the changed terms. Failure to make the appropriate notation or to issue
a new Security shall not affect the validity of such amendment.

            SECTION 9.6. Trustee To Sign Amendments. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such amendment, supplement or waiver the Trustee shall
be entitled to receive indemnity reasonably satisfactory to it and to receive,
and (subject to Sections 7.1 and 7.2) shall be fully protected in relying upon
an Officers' Certificate and an Opinion of Counsel stating that such amendment,
supplement or waiver is authorized or permitted by this Indenture and that such
amendment, supplement or waiver is the legal, valid and binding obligation of
the Company and any Subsidiary Guarantors, enforceable against them in
accordance with its terms, subject to customary exceptions, and complies with
the provisions hereof (including Section 9.3).

                                    ARTICLE X

                              SECURITIES GUARANTEE

            SECTION 10.1. Securities Guarantee. Subject to the provisions of
this Article X, each Securities Guarantor hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, jointly and
severally with each other Securities Guarantor, to the extent lawful, to each
Holder of the Securities, and the Trustee the full and punctual payment when
due, whether at maturity, by acceleration, by redemption or otherwise, of the
principal of, premium, if any, and interest on the Securities and all other
obligations and liabilities of the Company under this Indenture (including
without limitation interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Company or any Securities Guarantor whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding
and the obligations under Section 7.7) (all the foregoing being hereinafter
collectively called the "Guarantor Obligations"). Each Securities Guarantor
agrees that the Guarantor Obligations will rank equally in right of payment with
other Indebtedness of such Securities Guarantor, except to the extent such other
Indebtedness is subordinate to the Guarantor Obligations. Each Securities
Guarantor further agrees (to the extent permitted by law) that the Guarantor
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it, and that it will remain bound under this Article X
notwithstanding any extension or renewal of any Guarantor Obligation.

            Each Securities Guarantor waives presentation to, demand of payment
from and protest to the Company of any of the Guarantor Obligations and also
waives notice of protest for nonpayment. Each Securities Guarantor waives notice
of any default under the Securities or the Guarantor Obligations.

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            Each Securities Guarantor further agrees that its Securities
Guarantee herein constitutes a Guarantee of payment when due (and not a
Guarantee of collection) and waives any right to require that any resort be had
by any Holder to any security held for payment of the Guarantor Obligations.

            Except as set forth in Section 10.2, the obligations of each
Securities Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than payment of the
Guarantor Obligations in full), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guarantor Obligations or
otherwise. Without limiting the generality of the foregoing, to the extent
lawful, the obligations of each Securities Guarantor herein shall not be
discharged or impaired or otherwise affected by (a) the failure of any Holder to
assert any claim or demand or to enforce any right or remedy against the Company
or any other person under this Indenture, the Securities or any other agreement
or otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Guarantor Obligations or any
of them; (e) the failure of any Holder to exercise any right or remedy against
any other Securities Guarantor, or (f) any change in the ownership of the
Company; (g) by any default, failure or delay, willful or otherwise, in the
performance of the Guarantor Obligations, or (h) by any other act or thing or
omission or delay to do any other act or thing which may or might in any manner
or to any extent vary the risk of any Securities Guarantor or would otherwise
operate as a discharge of such Securities Guarantor as a matter of law or
equity.

            Subject to the provisions of Section 3.12, each Securities Guarantor
agrees that its Securities Guarantee herein shall remain in full force and
effect until payment in full of all the Guarantor Obligations or such Securities
Guarantor is released from its Securities Guarantee upon the merger or the sale
of all the Capital Stock or assets of the Securities Guarantor in compliance
with Section 10.2. Each Securities Guarantor further agrees that its Securities
Guarantee herein shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of or interest
on any of the Guarantor Obligations is rescinded or must otherwise be restored
by any Holder upon the bankruptcy or reorganization of the Company or otherwise.

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

            Each Securities Guarantor further agrees that, as between such
Securities Guarantor, on the one hand, and the Holders, on the other hand, (x)
the maturity of the Guarantor Obligations guaranteed hereby may be accelerated
as provided in this Indenture for the purposes

                                      105

<PAGE>

of its Securities Guarantee herein, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the Guarantor
Obligations guaranteed hereby and (y) in the event of any such declaration of
acceleration of such Guarantor Obligations, such Guarantor Obligations (whether
or not due and payable) shall forthwith become due and payable by the Securities
Guarantor for the purposes of this Securities Guarantee.

            Each Securities Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or the Holders in enforcing any rights under this Section.

            SECTION 10.2. Limitation on Liability; Termination, Release and
Discharge.

            (a) Any term or provision of this Indenture to the contrary
notwithstanding, the obligations of each Securities Guarantor hereunder will be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Securities Guarantor (including,
without limitation, any guarantees under the Senior Secured Credit Agreement)
and after giving effect to any collections from or payments made by or on behalf
of any other Securities Guarantor in respect of the obligations of such other
Securities Guarantor under its Securities Guarantee or pursuant to its
contribution obligations under this Indenture, result in the obligations of such
Securities Guarantor under its Securities Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law and not
otherwise being void or voidable under any similar laws affecting the rights of
creditors generally.

            (b) In addition, the Company shall not permit any Securities
Guarantor to consolidate with, merge with or into any person (other than another
Securities Guarantor) and shall not permit the conveyance, transfer or lease of
substantially all of the assets of any Securities Guarantor unless:

            (1)   (x) the resulting, surviving or transferee Person shall be a
                  corporation, partnership, trust or limited liability company
                  organized and existing under the laws of the United States of
                  America, any State of the United States or the District of
                  Columbia and such Person (if not such Securities Guarantor)
                  shall expressly assume, by supplemental indenture, executed
                  and delivered to the Trustee, all the obligations of such
                  Securities Guarantor under its Securities Guarantee; (y)
                  immediately after giving effect to such transaction (and
                  treating any Indebtedness that becomes an obligation of the
                  resulting, surviving or transferee Person or any Restricted
                  Subsidiary as a result of such transaction as having been
                  Incurred by such Person or such Restricted Subsidiary at the
                  time of such transaction), no Default of Event of Default
                  shall have occurred and be continuing; and (z) the Company
                  shall have delivered to the Trustee an Officers' Certificate
                  and an Opinion of Counsel, each stating that such
                  consolidation, merger or transfer and such supplemental
                  indenture (if any) comply with this Indenture; or

                                      106

<PAGE>

            (2)   in the case of a Securities Guarantor that is a Subsidiary
                  Guarantor, the transaction is made in compliance with Section
                  3.5, Section 3.9 and Section 4.1.

            Upon the sale or disposition of a Securities Guarantor (by merger,
consolidation, the sale of its Capital Stock or the sale of all or substantially
all of its assets) and whether or not the Securities Guarantor is the surviving
corporation in such transaction, to a Person which is not the Company or a
Securities Guarantor, which sale or disposition is otherwise in compliance with
this Indenture, such Securities Guarantor will be automatically released from
all its obligations under this Indenture and its Securities Guarantee and the
Registration Rights Agreement and such Securities Guarantee will terminate;
provided, however, that (x) the sale or other disposition is in compliance with
this Indenture, including Section 3.5, Section 3.9 and Section 4.1 and (y) all
the obligations of such Securities Guarantor under all Credit Facilities and
related documentation and any other agreements relating to any other
Indebtedness of the Company or its Restricted Subsidiaries terminate upon
consummation of such transaction.

            (c) Each Securities Guarantor shall be deemed released from all its
obligations under this Indenture, its Securities Guarantee and the Registration
Rights Agreement and such Securities Guarantee will terminate upon the legal
defeasance or covenant defeasance of the Securities pursuant to the provisions
of Article VIII hereof.

            (d) Each Securities Guarantor shall be released from its obligations
under this Indenture and its Securities Guarantee if the Company designates such
Securities Guarantor as an Unrestricted Subsidiary and such designation complies
with the other applicable provisions of this Indenture.

            SECTION 10.3. Right of Contribution. Each Securities Guarantor
hereby agrees that to the extent that any Securities Guarantor shall have paid
more than its proportionate share of any payment made on the obligations under
the Securities Guarantees, such Securities Guarantor shall be entitled to seek
and receive contribution from and against the Company, or any other Securities
Guarantor who has not paid its proportionate share of such payment. The
provisions of this Section 10.3 shall in no respect limit the obligations and
liabilities of each Securities Guarantor to the Trustee and the Holders and each
Securities Guarantor shall remain liable to the Trustee and the Holders for the
full amount guaranteed by such Securities Guarantor hereunder.

            SECTION 10.4. No Subrogation. Notwithstanding any payment or
payments made by each Securities Guarantor hereunder, no Securities Guarantor
shall be entitled to be subrogated to any of the rights of the Trustee or any
Holder against the Company or any other Securities Guarantor or any collateral
security or guarantee or right of offset held by the Trustee or any Holder for
the payment of the Guarantor Obligations, nor shall any Securities Guarantor
seek or be entitled to seek any contribution or reimbursement from the Company
or any other Securities Guarantor in respect of payments made by such Securities
Guarantor hereunder, until all amounts owing to the Trustee and the Holders by
the Company on account of the Guarantor Obligations are paid in full. If any
amount shall be paid to any Securities Guarantor on account of such subrogation
rights at any time when all of the Guarantor Obligations shall not have been
paid in full, such amount shall be held by such Securities Guarantor in trust
for the Trustee and

                                      107

<PAGE>

the Holders, segregated from other funds of such Securities Guarantor, and
shall, forthwith upon receipt by such Securities Guarantor, be turned over to
the Trustee in the exact form received by such Securities Guarantor (duly
indorsed by such Securities Guarantor to the Trustee, if required), to be
applied against the Guarantor Obligations.

                                   ARTICLE XI

                                  MISCELLANEOUS

            SECTION 11.1. Trust Indenture Act Controls. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
provision required by the TIA shall control. Each Subsidiary Guarantor in
addition to performing its obligations under its Securities Guarantee shall
perform such other obligations as may be imposed upon it with respect to this
Indenture under the TIA.

            SECTION 11.2. Notices. Any notice or communication shall be in
writing and delivered in person, sent by facsimile, delivered by commercial
courier service or mailed by first-class mail, postage prepaid, addressed as
follows:

                                     if to the Company:

                                     VICORP Restaurants, Inc.
                                     400 West 48th Avenue
                                     Denver, CO 80216

                                     Attention: Anthony Carroll
                                                Chief Financial Officer

                                     with copies to:

                                     Sachnoff & Weaver, Ltd.
                                     30 South Wacker Drive
                                     Suite 2900
                                     Chicago, IL 60606

                                     Attention: Bradley Schmarak, Esq.

                                     if to the Trustee:

                                     Wells Fargo Bank, National Association
                                     MAC N9303-120
                                     Sixth and Marquette
                                     Minneapolis, MN 55479

                                     Attention: Corporate Trust Department

                                      108

<PAGE>

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

            Any notice or communication to the Company or the Subsidiary
Guarantors shall be deemed to have been given or made as of the date so
delivered if personally delivered; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and five calendar days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee).

            Any notice or communication mailed to a registered Securityholder
shall be mailed to the Securityholder at the Securityholder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed.

            Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it, except that
notices to the Trustee shall be effective only upon receipt.

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

            SECTION 11.4. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

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

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of such counsel,
      all such conditions precedent have been complied with.

            SECTION 11.5. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

                                      109

<PAGE>

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

            (4) a statement as to whether or not, in the opinion of such
      individual, such covenant or condition has been complied with.

            In giving such Opinion of Counsel, counsel may rely as to factual
matters on an Officers' Certificate or on certificates of public officials.

            SECTION 11.6. When Securities Disregarded. In determining whether
the Holders of the required aggregate principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company,
any Subsidiary Guarantor or any Affiliate of them shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee actually knows are so owned shall
be so disregarded. Also, subject to the foregoing, only Securities outstanding
at the time shall be considered in any such determination.

            SECTION 11.7. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by, or at meetings of,
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

            SECTION 11.8. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or other day on which commercial banking institutions are authorized or
required to be closed in New York, New York. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

            SECTION 11.9. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE SECURITIES GUARANTEES.

            SECTION 11.10. No Recourse Against Others. No director, officer,
employee, incorporator or stockholder of the Company or a Securities Guarantor,
as such, shall have any liability for any obligations of the Company or such
Securities Guarantor under the Securities, this Indenture or a Securities
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Securities by accepting a Security
waives and releases all such liability to the extent permitted by applicable
law. The waiver and release are part of the consideration for issuance of the
Securities. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

                                      110

<PAGE>

            SECTION 11.11. Successors. All agreements of the Company and each
Subsidiary Guarantor in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successors.

            SECTION 11.12. Multiple Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

            SECTION 11.13. Qualification of Indenture. The Company shall qualify
this Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys' fees and expenses for the Company, the Trustee and the
Holders) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Securities and printing
this Indenture and the Securities. The Trustee shall be entitled to receive from
the Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

            SECTION 11.14. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

                                      111

<PAGE>

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

                                         VICORP RESTAURANTS, INC.

                                         By     /s/ Debra Koenig
                                              ----------------------------------
                                              Name: Debra Koenig
                                              Title: Chief Executive Officer

                                         VI ACQUISITION CORP.

                                         By     /s/ Debra Koenig
                                              ----------------------------------
                                              Name: Debra Koenig
                                              Title: Executive Vice President
                                                     and Secretary

                                         VILLAGE INN PANCAKE HOUSE OF
                                         ALBUQUERQUE, INC.

                                         By     /s/ Debra Koenig
                                              ----------------------------------
                                              Name: Debra Koenig
                                              Title: Chief Executive Officer and
                                                     President

<PAGE>

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                         as Trustee

                                         By       /s/ Michael T. Lechner
                                              ---------------------------------
                                              Name: Michael T. Lechner
                                              Title: Assistant Vice President

<PAGE>

                                                                       ANNEX 3.4

                   DOCUMENTS CONTAINING PERMITTED ENCUMBRANCES

The Indenture

Amended and Restated Loan and Security Agreement, dated April 14, 2004, among VI
Acquisition Corp., VICORP Restaurants, Inc., the Lenders that are signatories
thereto and Wells Fargo Foothill, Inc., as Arranger and Administrative Agent.

<PAGE>

                                                                       EXHIBIT A

                         [FORM OF FACE OF SERIES A NOTE]

                    [Applicable Restricted Securities Legend]
                       [Depository Legend, if applicable]

No. [___]                     Principal Amount $[___________], as revised by the
                              Schedule of Increases and Decreases in Global
                              Security attached hereto CUSIP NO.
                              __________________________ ISIN:
                              _______________________________

                            VICORP RESTAURANTS, INC.

                     10-1/2% Senior Note, Series A, due 2011

            VICORP Restaurants, Inc., a Colorado corporation, promises to pay to
Cede & Co., or its registered assigns, the principal sum of [_______________]
Dollars, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on April 15, 2011.

            Interest Payment Dates: April 15 and October 15, commencing on
October 15, 2004

            Record Dates: April 1 and October 1

            Additional provisions of this Security are set forth on the other
side of this Security.

                                              VICORP RESTAURANTS, INC.

                                              By: ______________________________

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, certifies that this is one of
the Securities referred to in the Indenture.

By________________________________
         Authorized Signatory                           Date: ________ __, 20__

                                      A-1

<PAGE>

                     [FORM OF REVERSE SIDE OF SERIES A NOTE]

                            VICORP RESTAURANTS, INC.

                     10-1/2% Senior Note, Series A, due 2011

1.    Interest

            VICORP Restaurants, Inc., a Colorado corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above.

            The Company will pay interest semi-annually on April 15 and October
15, commencing on October 15, 2004. Interest on the Securities will accrue from
the most recent date to which interest has been paid on the Securities or, if no
interest has been paid, from April 14, 2004. The Company shall pay interest on
overdue principal, and on overdue premium, if any (plus interest on such
interest to the extent lawful), at the rate borne by the Securities to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

            If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated or a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
Securities is not declared effective by the SEC on or before the date that is
180 days after the Issue Date (the "Target Registration Date") in accordance
with the terms of the Registration Rights Agreement dated April 14, 2004 among
the Company, the Securities Guarantors and the Initial Purchasers, the annual
interest rate borne by the Securities shall be increased from the rate shown
above by (i) 0.25% per annum for the first 90-day period immediately following
the Target Registration Date and (ii) an additional 0.25% per annum with respect
to each subsequent 90-day period, in each case until the Exchange Offer is
completed or the Shelf Registration Statement, if required hereby, is declared
effective by the Securities and Exchange Commission or the Securities become
freely tradable under the Securities Act, up to a maximum of 1.00% per annum of
additional interest. The Holder of this Security is entitled to the benefits of
such Registration Rights Agreement.

2.    Method of Payment

            By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, or interest on any Security is due and
payable, the Company shall irrevocably deposit with the Trustee or the Paying
Agent money sufficient to pay such principal, premium, if any, and/or interest.
The Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Securities at the close of business on the April 1 or
October 1 next preceding the interest payment date even if Securities are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment

                                      A-2

<PAGE>

is legal tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depository. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a check
to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

3.    Paying Agent and Registrar

            Initially, Wells Fargo Bank, National Association (the "Trustee")
will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice to any
Securityholder. Any of the domestically organized Wholly-Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.

4.    Indenture

            The Company issued the Securities under an Indenture dated as of
April 14, 2004 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Securities Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

            The Securities are general unsecured, senior obligations of the
Company. The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited. This Security is one of the
10-1/2% Senior Notes, Series A, due 2011 referred to in the Indenture. The
Securities include (i) $126,530,000 aggregate principal amount of the Company's
10-1/2% Senior Notes, Series A, due 2011 issued under the Indenture on April 14,
2004 (herein called "Initial Securities"), (ii) if and when issued, additional
10-1/2% Senior Notes, Series A, due 2011 or 10-1/2% Senior Notes, Series B, due
2011 of the Company that may be issued from time to time under the Indenture
subsequent to April 14, 2004 (herein called "Additional Securities") and (iii)
if and when issued, the Company's 10-1/2% Senior Notes, Series B, due 2011 that
may be issued from time to time under the Indenture in exchange for Initial
Securities or Additional Securities in an offer registered under the Securities
Act as provided in the Registration Rights Agreement (herein called "Exchange
Securities"). The Initial Securities, Additional Securities and Exchange
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the incurrence of indebtedness, the
making of restricted payments, the sale of assets and subsidiary stock, the
incurrence of certain

                                      A-3

<PAGE>

liens, sale-leaseback transactions, the sale of capital stock of restricted
subsidiaries, the making of payments for consents, the entering into of
agreements that restrict distribution from restricted subsidiaries and the
consummation of mergers and consolidations. The Indenture also imposes
requirements with respect to the provision of financial information and the
provision of guarantees of the Securities by certain subsidiaries.

            To guarantee the due and punctual payment of the principal, premium,
if any, and interest (including post-filing or post-petition interest) on the
Securities and all other amounts payable by the Company under the Indenture and
the Securities when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Securities
and the Indenture, the Securities Guarantors have unconditionally guaranteed
(and future guarantors, together with the Securities Guarantors, will
unconditionally Guarantee), jointly and severally, such obligations on a senior
basis pursuant to the terms of the Indenture.

5.    Redemption

            Except as set forth below, the Securities will not be redeemable at
the option of the Company prior to April 15, 2008. On and after such date, the
Securities will be redeemable, at the Company's option, in whole or in part, at
any time upon not less than 30 nor more than 60 days prior notice mailed by
first class mail to each Holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the applicable redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the 12-month period
commencing on February 1 of the years set forth below:

<TABLE>
<CAPTION>
PERIOD                                         REDEMPTION PRICE
------                                         ----------------
<S>                                            <C>
2008                                               105.250%
2009                                               102.625%
2010 and thereafter                                100.000%
</TABLE>

            In addition, at any time and from time to time prior to April 15,
2007, the Company may redeem in the aggregate up to 35% of the original
principal amount of the Securities with the proceeds of one or more Qualified
Equity Offerings at a redemption price (expressed as a percentage of principal
amount) of 110.5% plus accrued and unpaid interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that at least 65% of the original principal amount of the Securities (after
giving effect to any future issuance of Additional Securities) must remain
outstanding after each such redemption; provided further, that each such
redemption occurs within 60 days of the date of closing of such Qualified Equity
Offering.

            If the optional redemption date is on or after an interest record
date and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Security is
registered at the close of business on such record date,

                                      A-4

<PAGE>

and no additional interest will be payable to Holders whose Securities will be
subject to redemption by the Company.

            In the case of any partial redemption, selection of the Securities
for redemption will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the Securities
are listed or, if the Securities are not listed, then on a pro rata basis, by
lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate, although no Securities of $1,000 in original principal
amount or less will be redeemed in part. Any such notice to the Trustee may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall
state the portion of the principal amount thereof to be redeemed. A new Security
in principal amount equal to the unredeemed portion thereof will be issued in
the name of the Holder thereof upon cancellation of the original Security. On
and after the redemption date, interest will cease to accrue on Securities or
portions thereof called for redemption as long as the Company has deposited with
the Paying Agent funds in satisfaction of the applicable redemption price
pursuant to the Indenture.

            At any time prior to April 15, 2008, within 90 days following the
occurrence of a Change of Control, the Company may redeem the Securities, in
whole but not in part, at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Premium plus accrued and unpaid interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date). Notice of redemption of the Securities pursuant to this paragraph shall
be mailed to Holders of the Securities not more than 60 days following the
occurrence of a Change of Control, which notice shall state the redemption date
(which shall be no earlier than 30 days nor later than 60 days from the date
such notice is mailed).

            "Applicable Premium" means, with respect to a Security at any
Redemption Date, the greater of (i) 1.0% of the principal amount of such
Security and (ii) the excess of (A) the present value at such time of (1) the
redemption price of such Security at April 15, 2008 (such redemption price being
described in this section) plus (2) all required interest payments due on such
Security through April 15, 2008, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (B) the principal amount of such
Security.

            "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two Business Days prior
to the Redemption Date (or, if such Statistical Release is no longer published,
any publicly available source or similar market data)) most nearly equal to the
period from the Redemption Date to April 15, 2008; provided, however, that if
the period from the Redemption Date to April 15, 2008 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to April 15, 2008 is
less than one year, the weekly average

                                      A-5

<PAGE>

yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

6.    Repurchase Provisions

            If a Change of Control occurs, unless the Company has exercised its
right to redeem all of the Securities as described under paragraph 5 of the
Securities, then such Change of Control shall constitute a triggering event
which shall trigger the obligation of the Company to offer to repurchase from
each Holder all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date) as provided
in, and subject to the terms of, the Indenture.

7.    Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay a sum sufficient to cover any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange (i) any Securities selected for
redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) for a period beginning 15 days
before the mailing of a notice of Securities to be redeemed and ending on the
date of such mailing or (ii) any Securities for a period beginning 15 days
before an interest payment date and ending on such interest payment date.

8.    Persons Deemed Owners

            The registered Holder of this Security may be treated as the owner
of it for all purposes.

9.    Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company for payment as general creditors unless an abandoned property law
designates another person and not to the Trustee for payment.

10.   Defeasance

            Subject to certain exceptions and conditions set forth in the
Indenture, the Company at any time may terminate some or all of its obligations
under the Securities and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal, premium, if
any, and interest on the Securities to redemption or maturity, as the case may
be.

                                      A-6

<PAGE>

11.   Amendment, Supplement, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended or supplemented by the Company, the
Securities Guarantors and the Trustee with the written consent of the Holders of
at least a majority in principal amount of the then outstanding Securities and
(ii) any default (other than with respect to nonpayment or in respect of a
provision that cannot be amended without the written consent of each
Securityholder affected) or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal amount of the then
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company, the
Securities Guarantors and the Trustee may amend or supplement the Indenture or
the Securities to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to comply with Article IV or Article X in respect of the assumption
by a Successor Company of an obligation of the Company or any Securities
Guarantor under this Indenture, to add Guarantees with respect to the Securities
or release a Securities Guarantor upon its designation as an Unrestricted
Subsidiary or otherwise in accordance with the Indenture, to secure the
Securities, to make any change that would provide any additional rights or
benefits to the Holders of the Securities or that does not materially adversely
affect the legal rights under the Indenture of any such Holder; to comply with
any requirement of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA, or to provide for the issuance of the Exchange
Securities.

12.   Defaults and Remedies

            Under the Indenture, Events of Default include (each of which are
more specially described in the Indenture) (i) default for 30 days in payment of
interest when due on the Securities; (ii) default in payment of principal or
premium, if any, on the Securities at Stated Maturity, upon required repurchase
or upon optional redemption pursuant to paragraph 5 of the Securities, upon
declaration or otherwise; (iii) the failure by the Company or any Securities
Guarantor to comply with its obligations under Article IV or Section 10.2 of the
Indenture; (iv) failure by the Company to comply for 30 days after written
notice with any of their obligations under the covenants described under
Sections 3.2 through 3.12 inclusive, Section 3.16 and Section 3.19 of the
Indenture (in each case, other than a failure to purchase Securities when
required under the Indenture, which failure shall constitute an Event of Default
under clause (ii) above); (v) the failure by the Company to comply for 60 days
after written notice with their other agreements contained in the Indenture or
under the Securities (other than those referred to in (i), (ii), (iii) or (iv)
above); (vi) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries or is recourse to the Company or its Restricted
Subsidiaries, by contract or operation of law), other than Indebtedness owed to
the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee
now exists, or is created after the date of the Indenture, which default (a) is
caused by a failure to pay any Indebtedness at maturity prior to the expiration
of the grace period provided in such Indebtedness ("payment default") or (b)
results in the acceleration of such Indebtedness prior to its final maturity
(the "cross acceleration provision") and, in each case, the principal amount of
any such Indebtedness, together with the principal amount of any other such

                                      A-7

<PAGE>

Indebtedness under which there has been a payment default or the maturity of
which has been so accelerated, aggregates $10.0 million or more; (vii) certain
events of bankruptcy, insolvency or reorganization of the Company or a
Significant Subsidiary or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and
its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant
to or within the meaning of any Bankruptcy Law (the "bankruptcy provisions");
(viii) failure by the Company or any Significant Subsidiary or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $10.0 million (net of any amounts that a reputable and
creditworthy insurance company has acknowledged liability for in writing), which
judgments are not paid, discharged, waived or stayed for a period of 60 days
(the "judgment default provision"); or (ix) any Securities Guarantee ceases to
be in full force and effect (except as contemplated by the terms of the
Indenture) or is declared null and void in a judicial proceeding or any
Securities Guarantor denies or disaffirms its obligations under the Indenture or
its Securities Guarantee. However, a default under clauses (iv), (v) and (ix)
will not constitute an Event of Default until the Trustee or the Holders of at
least 25% in principal amount of the outstanding Securities notify the Company
of the default and the Company does not cure such default within the time
specified in clauses (iv), (v) and (ix) hereof after receipt of such notice.

            If an Event of Default (other than an Event of Default described in
(viii) hereof) occurs and is continuing, the Trustee by notice to the Company or
the Holders of at least 25% in principal amount of the outstanding Securities
may declare all the Securities to be due and payable immediately. If an Event of
Default described in (viii) hereof occurs and is continuing, the principal of,
premium, if any, and accrued and unpaid interest on all the Securities will
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders.

            Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

13.   Trustee Dealings with the Company

            Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

                                      A-8

<PAGE>

14.   No Recourse Against Others

            No director, officer, employee, incorporator or stockholder of the
Company or a Subsidiary Guarantor, as such, shall have any liability for any
obligations of the Company or such Subsidiary Guarantor under the Securities,
this Indenture or a Securities Guarantee or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of
Securities by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

15.   Authentication

            This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

16.   Abbreviations

            Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors
Act).

17.   CUSIP, Common Code and ISIN Numbers

            The Company has caused CUSIP, Common Code and ISIN numbers, if
applicable, to be printed on the Securities and have directed the Trustee to use
CUSIP, Common Code and ISIN numbers, if applicable, in notices of redemption as
a convenience to Securityholders. No representation is made as to the accuracy
of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

18.   Governing Law

            This Security shall be governed by, and construed in accordance
with, the laws of the State of New York.

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

                            VICORP Restaurants, Inc.
                              400 West 48th Avenue
                                Denver, CO 80216

                           Attention: Anthony Carroll

                                      A-9
<PAGE>

                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below:

                  I or we assign and transfer this Security to:

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

________________________________________________________________________________
               (Insert assignee's social security or tax I.D. No.)

      and irrevocably appoint ___________ agent to transfer this Security on the
      books of the Company. The agent may substitute another to act for him.
________________________________________________________________________________

Date:____________________                     Your Signature:___________________

Signature Guarantee:____________________________________________________________
                         (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

      In connection with any transfer or exchange of any of the Securities
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Securities and the last
date, if any, on which such Securities were owned by the Company, or any
Affiliate of the Company, the undersigned confirms that such Securities are
being:

CHECK ONE BOX BELOW:

      1[ ]  acquired for the undersigned's own account, without transfer; or

      2[ ]  transferred to the Company; or

      3[ ]  transferred pursuant to and in compliance with Rule 144A under the
            Securities Act of 1933, as amended (the "Securities Act"); or

      4[ ]  transferred pursuant to an effective registration statement under
            the Securities Act; or

      5[ ]  transferred pursuant to and in compliance with Regulation S under
            the Securities Act; or

                                      A-10
<PAGE>

      6[ ]  transferred to an institutional "accredited investor" (as defined in
            Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has
            furnished to the Trustee a signed letter containing certain
            representations and agreements (the form of which letter appears as
            Section 2.7 of the Indenture); or

      7[ ]  transferred pursuant to another available exemption from the
            registration requirements of the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in its sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended, such as the exemption
provided by Rule 144 under such Act.

                                             _________________________________
                                             Signature

Signature Guarantee:

______________________________               _________________________________
(Signature must be guaranteed)               Signature

________________________________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.

                                             ___________________________________
                                             Dated:

                                      A-11
<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

      The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>
                                                                    Principal Amount of           Signature of
                 Amount of decrease in    Amount of increase in     this Global Security     authorized signatory
Date of          Principal Amount of       Principal Amount of         following such           of Trustee or
Exchange         this Global Security      this Global Security     decrease or increase     Securities Custodian
--------         --------------------      --------------------     --------------------     --------------------
<S>              <C>                      <C>                       <C>                      <C>
</TABLE>

                                      A-12
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you elect to have this Security purchased by the Company Pursuant to
Section 3.5 or 3.10 of the Indenture, check either box:

                                   [ ]   [ ]
                                   3.5   3.10

      If you want to elect to have only part of this Security purchased by the
Company pursuant to Section 3.5 or Section 3.10 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000):
$____________________________________________

Date: __________ Your Signature ________________________________________________
                                 (Sign exactly as your name appears on the other
                                 side of the Security)

Signature Guarantee: ___________________________________________________________
                      (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      A-13
<PAGE>

                                                                       EXHIBIT B

                         [FORM OF FACE OF SERIES B NOTE]

                       [Depository Legend, if applicable]

No.[___]                            Principal Amount $[___________], as
                                    revised by the Schedule of Increases and
                                    Decreases in Global Security attached hereto
                                    CUSIP NO. __________________________________
                                    ISIN:_______________________________________

                            VICORP RESTAURANTS, INC.

                     10 1/2% Senior Note, Series B, due 2011

      VICORP Restaurants, Inc., a Colorado corporation, promises to pay to Cede
& Co., or its registered assigns, the principal sum of [_______________]
Dollars, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on April 15, 2011.

      Interest Payment Dates: April 15 and October 15, commencing on October 15,
      2004 Record Dates: April 1 and October 1

      Additional provisions of this Security are set forth on the other side of
this Security.

                                         VICORP RESTAURANTS, INC.

                                         By:____________________________________

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

By________________________________
        Authorized Signatory                         Date: ________ __, 20__

                                      B-1
<PAGE>

                     [FORM OF REVERSE SIDE OF SERIES B NOTE]

                            VICORP RESTAURANTS, INC.

                     10-1/2% Senior Note, Series B, due 2011

1. Interest

            VICORP Restaurants, Inc., a Colorado corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above.

            The Company will pay interest semi-annually on April 15 and October
15, commencing on October 15, 2004. Interest on the Securities will accrue from
the most recent date to which interest has been paid on the Securities or, if no
interest has been paid, from April 14, 2004. The Company shall pay interest on
overdue principal, and on overdue premium, if any (plus interest on such
interest to the extent lawful), at the rate borne by the Securities to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2. Method of Payment

            By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, or interest on any Security is due and
payable, the Company shall irrevocably deposit with the Trustee or the Paying
Agent money sufficient to pay such principal, premium, if any, and/or interest.
The Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Securities at the close of business on the April 1 or
October 1 next preceding the interest payment date even if Securities are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depository. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a check
to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

                                      B-2
<PAGE>

3. Paying Agent and Registrar

            Initially, Wells Fargo Bank, National Association (the "Trustee")
will act as Trustee, Paying Agent and Registrar. The Company may appoint and
change any Paying Agent, Registrar or co-registrar without notice to any
Securityholder. Any of the domestically organized Wholly-Owned Subsidiaries may
act as Paying Agent, Registrar or co-registrar.

4. Indenture

            The Company issued the Securities under an Indenture dated as of
April 14, 2004 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Securities Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

            The Securities are general unsecured senior obligations of the
Company. The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited. This Security is one of the
10-1/2% Senior Notes, Series B, due 2011 referred to in the Indenture. The
Securities include (i) $126,530,000 aggregate principal amount of the Company's
10-1/2% Senior Notes, Series A, due 2011 issued under the Indenture on April 14,
2004 (herein called "Initial Securities"), (ii) if and when issued, additional
10-1/2% Senior Notes, Series A, due 2011 or 10-1/2% Senior Notes, Series B, due
2011 of the Company that may be issued from time to time under the Indenture
subsequent to April 14, 2004 (herein called "Additional Securities") and (iii)
if and when issued, the Company's 10-1/2% Senior Notes, Series B, due 2011 that
may be issued from time to time under the Indenture in exchange for Initial
Securities or Additional Securities in an offer registered under the Securities
Act as provided in the Registration Rights Agreement (herein called "Exchange
Securities"). The Initial Securities, Additional Securities and Exchange
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the incurrence of indebtedness, the
making of restricted payments, the sale of assets and subsidiary stock, the
incurrence of certain liens, sale-leaseback transactions, the sale of capital
stock of restricted subsidiaries, the making of payments for consents, the
entering into of agreements that restrict distribution from restricted
subsidiaries and the consummation of mergers and consolidations. The Indenture
also imposes requirements with respect to the provision of financial information
and the provision of guarantees of the Securities by certain subsidiaries.

            To guarantee the due and punctual payment of the principal, premium,
if any, and interest (including post-filing or post-petition interest) on the
Securities and all other amounts payable by the Company under the Indenture and
the Securities when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Securities
and the Indenture, the Securities Guarantors have unconditionally guaranteed
(and future guarantors, together with the Securities Guarantors, will
unconditionally Guarantee), jointly and severally, such obligations on a senior
basis pursuant to the terms of the Indenture.

                                      B-3
<PAGE>

5. Redemption

            Except as set forth below, the Securities will not be redeemable at
the option of the Company prior to April 15, 2008. On and after such date, the
Securities will be redeemable, at the Company's option, in whole or in part, at
any time upon not less than 30 nor more than 60 days prior notice mailed by
first class mail to each Holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest to the applicable redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the 12-month period
commencing on February 1 of the years set forth below:

<TABLE>
<CAPTION>
                                  REDEMPTION
PERIOD                               PRICE
------                            -----------
<S>                               <C>
2008                                105.250%
2009                                102.625%
2010 and thereafter                 100.000%
</TABLE>

            In addition, at any time and from time to time prior to April 15,
2007, the Company may redeem in the aggregate up to 35% of the original
principal amount of the Securities with the proceeds of one or more Qualified
Equity Offerings at a redemption price (expressed as a percentage of principal
amount) of 110.5% plus accrued and unpaid interest, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that at least 65% of the original principal amount of the Securities (after
giving effect to any future issuance of Additional Securities) must remain
outstanding after each such redemption; provided further, that each such
redemption occurs within 60 days of the date of closing of such Qualified Equity
Offering.

            If the optional redemption date is on or after an interest record
date and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Security is
registered at the close of business on such record date, and no additional
interest will be payable to Holders whose Securities will be subject to
redemption by the Company.

            In the case of any partial redemption, selection of the Securities
for redemption will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the Securities
are listed or, if the Securities are not listed, then on a pro rata basis, by
lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate, although no Securities of $1,000 in original principal
amount or less will be redeemed in part. Any such notice to the Trustee may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall
state the portion of the principal amount thereof to be redeemed. A new Security
in principal amount equal to the unredeemed portion thereof will be issued in
the name of the Holder thereof upon cancellation of the original Security. On
and after the redemption date,

                                      B-4
<PAGE>

interest will cease to accrue on Securities or portions thereof called for
redemption as long as the Company has deposited with the Paying Agent funds in
satisfaction of the applicable redemption price pursuant to the Indenture.

            At any time prior to April 15, 2008, within 90 days following the
occurrence of a Change of Control, the Company may redeem the Securities, in
whole but not in part, at a redemption price equal to 100% of the principal
amount thereof plus the Applicable Premium plus accrued and unpaid interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date). Notice of redemption of the Securities pursuant to this paragraph shall
be mailed to Holders of the Securities not more than 60 days following the
occurrence of a Change of Control, which notice shall state the redemption date
(which shall be no earlier than 30 days nor later than 60 days from the date
such notice is mailed).

            "Applicable Premium" means, with respect to a Security at any
Redemption Date, the greater of (i) 1.0% of the principal amount of such
Security and (ii) the excess of (A) the present value at such time of (1) the
redemption price of such Security at April 15, 2008 (such redemption price being
described in this section) plus (2) all required interest payments due on such
Security through April 15, 2008, computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (B) the principal amount of such
Security.

            "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two Business Days prior
to the Redemption Date (or, if such Statistical Release is no longer published,
any publicly available source or similar market data)) most nearly equal to the
period from the Redemption Date to April 15, 2008; provided, however, that if
the period from the Redemption Date to April 15, 2008 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to April 15, 2008 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

6. Repurchase Provisions

            If a Change of Control occurs, unless the Company has exercised its
right to redeem all of the Securities as described under paragraph 5 of the
Securities, then such Change of Control shall constitute a triggering event
which shall trigger the obligation of the Company to offer to repurchase from
each Holder all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date) as provided
in, and subject to the terms of, the Indenture.

                                      B-5
<PAGE>

7. Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay a sum sufficient to cover any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange (i) any Securities selected for
redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) for a period beginning 15 days
before the mailing of a notice of Securities to be redeemed and ending on the
date of such mailing or (ii) any Securities for a period beginning 15 days
before an interest payment date and ending on such interest payment date.

8. Persons Deemed Owners

            The registered Holder of this Security may be treated as the owner
of it for all purposes.

9. Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company for payment as general creditors unless an abandoned property law
designates another person and not to the Trustee for payment.

10. Defeasance

            Subject to certain exceptions and conditions set forth in the
Indenture, the Company at any time may terminate some or all of its obligations
under the Securities and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal, premium, if
any, and interest on the Securities to redemption or maturity, as the case may
be.

11. Amendment, Supplement, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended or supplemented by the Company, the
Securities Guarantors and the Trustee with the written consent of the Holders of
at least a majority in principal amount of the then outstanding Securities and
(ii) any default (other than with respect to nonpayment or in respect of a
provision that cannot be amended without the written consent of each
Securityholder affected) or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal amount of the then
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company, the
Securities Guarantors and the Trustee may amend or supplement the Indenture or
the Securities to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to comply with Article IV or Article X in respect of the assumption
by a Successor Company of an obligation of the Company

                                      B-6
<PAGE>

or any Securities Guarantor under this Indenture, to add Guarantees with respect
to the Securities or release a Securities Guarantor upon its designation as an
Unrestricted Subsidiary or otherwise in accordance with the Indenture, to secure
the Securities, to make any change that would provide any additional rights or
benefits to the Holders of the Securities or that does not materially adversely
affect the legal rights under the Indenture of any such Holder; to comply with
any requirement of the SEC in order to effect or maintain the qualification of
this Indenture under the TIA, or to provide for the issuance of the Exchange
Securities.

12. Defaults and Remedies

            Under the Indenture, Events of Default include (each of which are
more specially described in the Indenture) (i) default for 30 days in payment of
interest when due on the Securities; (ii) default in payment of principal or
premium, if any, on the Securities at Stated Maturity, upon required repurchase
or upon optional redemption pursuant to paragraph 5 of the Securities, upon
declaration or otherwise; (iii) the failure by the Company or any Securities
Guarantor to comply with its obligations under Article IV or Section 10.2 of the
Indenture; (iv) failure by the Company to comply for 30 days after written
notice with any of their obligations under the covenants described under
Sections 3.2 through 3.12 inclusive, Section 3.16 and Section 3.19 of the
Indenture (in each case, other than a failure to purchase Securities when
required under the Indenture, which failure shall constitute an Event of Default
under clause (ii) above); (v) the failure by the Company to comply for 60 days
after written notice with their other agreements contained in the Indenture or
under the Securities (other than those referred to in (i), (ii), (iii) or (iv)
above); (vi) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries or is recourse to the Company or its Restricted
Subsidiaries, by contract or operation of law), other than Indebtedness owed to
the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee
now exists, or is created after the date of the Indenture, which default (a) is
caused by a failure to pay any Indebtedness at maturity prior to the expiration
of the grace period provided in such Indebtedness ("payment default") or (b)
results in the acceleration of such Indebtedness prior to its final maturity
(the "cross acceleration provision") and, in each case, the principal amount of
any such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a payment default or the maturity of
which has been so accelerated, aggregates $10.0 million or more; (vii) certain
events of bankruptcy, insolvency or reorganization of the Company or a
Significant Subsidiary or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and
its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant
to or within the meaning of any Bankruptcy Law (the "bankruptcy provisions");
(viii) failure by the Company or any Significant Subsidiary or group of
Restricted Subsidiaries that, taken together (as of the latest audited
consolidated financial statements for the Company and its Restricted
Subsidiaries), would constitute a Significant Subsidiary to pay final judgments
aggregating in excess of $10.0 million (net of any amounts that a reputable and
creditworthy insurance company has acknowledged liability for in writing), which
judgments are not paid, discharged, waived or stayed for a period of 60 days
(the "judgment default provision"); or (ix) any Securities Guarantee ceases to
be in full force and effect (except as contemplated by the terms of the
Indenture) or is declared null and void in a judicial proceeding or any
Securities Guarantor

                                      B-7
<PAGE>

denies or disaffirms its obligations under the Indenture or its Securities
Guarantee. However, a default under clauses (iv), (v) and (ix) will not
constitute an Event of Default until the Trustee or the Holders of at least 25%
in principal amount of the outstanding Securities notify the Company of the
default and the Company does not cure such default within the time specified in
clauses (iv), (v) and (ix) hereof after receipt of such notice.

            If an Event of Default (other than an Event of Default described in
(viii) hereof) occurs and is continuing, the Trustee by notice to the Company or
the Holders of at least 25% in principal amount of the outstanding Securities
may declare all the Securities to be due and payable immediately. If an Event of
Default described in (viii) hereof occurs and is continuing, the principal of,
premium, if any, and accrued and unpaid interest on all the Securities will
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders.

            Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

13. Trustee Dealings with the Company

            Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

14. No Recourse Against Others

            An incorporator, director, officer, employee, Affiliate or
stockholder, of the Company, or any Subsidiary Guarantor, solely by reason of
this status, shall not have any liability for any obligations of the Company or
any Subsidiary Guarantor under the Securities, the Indenture or any Securities
Guarantees or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

15. Authentication

            This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

                                      B-8
<PAGE>

16. Abbreviations

            Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors
Act).

17. CUSIP, Common Code and ISIN Numbers

            The Company has caused CUSIP, Common Code and ISIN numbers, if
applicable, to be printed on the Securities and have directed the Trustee to use
CUSIP, Common Code and ISIN numbers, if applicable, in notices of redemption as
a convenience to Securityholders. No representation is made as to the accuracy
of such numbers either as printed on the Securities or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

18. Governing Law

            This Security shall be governed by, and construed in accordance
with, the laws of the State of New York.

            The Company will furnish to any Securityholder upon written request
and without charge to the Securityholder a copy of the Indenture which has in it
the text of this Security in larger type. Requests may be made to:

                            VICORP Restaurants, Inc.
                             400 West 48(th) Avenue
                                Denver, CO 80216

                           Attention: Anthony Carroll

                                      B-9
<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

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

--------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. No.)

and irrevocably appoint --------------- agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.

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

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

Signature Guarantee: -----------------------------------------------------------
                         (Signature must be guaranteed)

--------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      B-10
<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

            The following increases or decreases in this Global Security have
been made:

<TABLE>
<CAPTION>
                                                                   Principal Amount of         Signature of
                 Amount of decrease in    Amount of increase in    this Global Security     authorized signatory
 Date of          Principal Amount of      Principal Amount of        following such           of Trustee or
Exchange         this Global Security     this Global Security     decrease or increase     Securities Custodian
--------         ---------------------    ---------------------    --------------------     --------------------
<S>              <C>                      <C>                      <C>                      <C>
</TABLE>

                                      B-11
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you elect to have this Security purchased by the Company Pursuant
to Section 3.5 or 3.10 of the Indenture, check either box:

                                    [ ]   [ ]
                                    3.5   3.10

            If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 3.5 or Section 3.10 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000):
$--------------------------

Date: --------------   Your Signature: -----------------------------------------
                                       (Sign exactly as your name appears on the
                                              other side of the Security)

Signature Guarantee: -----------------------------------------------------------
                         (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      B-12
<PAGE>

                                                                       EXHIBIT C

            FORM OF INDENTURE SUPPLEMENT TO ADD SECURITIES GUARANTORS

            This Supplemental Indenture, dated as of [_______ __], 20__ (this
"Supplemental Indenture" or "Guarantee"), among [name of future Securities
Guarantor] (the "Guarantor"), VICORP Restaurants, Inc. (together with its
successors and assigns, the "Company"), each other then existing Securities
Guarantor under the Indenture referred to below, and Wells Fargo Bank, National
Association, as Trustee under the Indenture referred to below.

                              W I T N E S S E T H:

            WHEREAS, the Company, the Securities Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of April 14, 2004 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of an aggregate principal amount of $126,530,000 of 10-1/2%
Senior Notes due 2011 of the Company (the "Securities");

            WHEREAS, Section 3.12 of the Indenture provides that the Company is
required to cause each Restricted Subsidiary that Guarantees any Indebtedness of
the Company or any of its Subsidiary Guarantors to execute and deliver to the
Trustee a supplemental indenture pursuant to which such Restricted Subsidiary
will unconditionally Guarantee, on a joint and several basis with the other
Securities Guarantors, the full and prompt payment of the principal of, premium,
if any, and interest on the Securities on a senior basis; and

            WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and
the Company are authorized to execute and deliver this Supplemental Indenture to
amend or supplement the Indenture, without the consent of any Securityholder;

            NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor, the Company, the other Securities Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

                                    ARTICLE I

                                   Definitions

            SECTION 1.1 Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term "Holders" in this Guarantee
shall refer to the term "Holders" as defined in the Indenture and the Trustee
acting on behalf or for the benefit of such Holders. The words "herein,"
"hereof" and "hereby" and other words of similar import used in this
Supplemental

<PAGE>

Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.

                                   ARTICLE II

                        Agreement to be Bound; Guarantee

            SECTION 2.1 Agreement to be Bound. The Guarantor hereby becomes a
party to the Indenture as a Securities Guarantor and as such will have all of
the rights and be subject to all of the obligations and agreements of a
Securities Guarantor under the Indenture. The Guarantor agrees to be bound by
all of the provisions of the Indenture applicable to a Securities Guarantor and
to perform all of the obligations and agreements of a Securities Guarantor under
the Indenture.

            SECTION 2.2 Guarantee. The Guarantor agrees, on a joint and several
basis with all the existing Securities Guarantors, to fully, unconditionally and
irrevocably Guarantee to each Holder of the Securities and the Trustee the
Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

                                   ARTICLE III

                                  Miscellaneous

            SECTION 3.1 Notices. All notices and other communications to the
Guarantor shall be given as provided in the Indenture to the Guarantor, at its
address set forth below, with a copy to the Company as provided in the Indenture
for notices to the Company.

            SECTION 3.2 Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.

            SECTION 3.3 Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.

            SECTION 3.4 Severability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.

            SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part
of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every

                                      C-2
<PAGE>

Holder of Securities heretofore or hereafter authenticated and delivered shall
be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture.

            SECTION 3.6 Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.

            SECTION 3.7 Headings. The headings of the Articles and the sections
in this Guarantee are for convenience of reference only and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof.

                                      C-3
<PAGE>

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

                                  [SECURITIES GUARANTOR],
                                  as a Guarantor

                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:
                                     [Address]

                                  WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                  as Trustee

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

                                  VICORP RESTAURANTS, INC.

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

                                  VI ACQUISITION CORP.

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

                                  VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.

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