<PAGE>   1
                                                                     EXHIBIT 4.9
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                             FLEMING COMPANIES, INC.

                               up to $550,000,000

                          10 1/8% SENIOR NOTES DUE 2008

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

                                    INDENTURE

                           Dated as of March 15, 2001

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

                              BANKERS TRUST COMPANY

                                     Trustee

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



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<PAGE>   2

<TABLE>
<CAPTION>

                                    CROSS-REFERENCE TABLE*

Trust Indenture
Act Section                                                              Indenture 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)....................................................................     7.10
   (c)....................................................................     N.A.
311(a)....................................................................     7.11
   (b)....................................................................     7.11
   (c)....................................................................     N.A.
312(a)....................................................................     2.05
   (b)....................................................................     14.03
   (c)....................................................................     14.03
313(a)....................................................................     7.06
   (b)(2).................................................................     7.07
   (c)....................................................................  7.06;14.02
   (d)....................................................................     7.06
314(a)....................................................................  4.03;14.02
   (c)(1).................................................................    14.04
   (c)(2).................................................................    14.04
   (c)(3).................................................................     N.A.
   (e)....................................................................    14.05
   (f)....................................................................     N.A.
315(a)....................................................................     7.01
   (b)....................................................................  7.05,14.02
   (c)....................................................................     7.01
   (d)....................................................................     7.01
   (e)....................................................................     6.11
316(a) (last sentence)....................................................     2.09
   (a)(1)(A)..............................................................     6.05
   (a)(1)(B)..............................................................     6.04
   (a)(2).................................................................     N.A.
   (b)....................................................................     6.07
   (c)....................................................................     2.13
317(a)(1).................................................................     6.08
   (a)(2).................................................................     6.09
   (b)....................................................................     2.04
318(a)....................................................................    14.01
   (b)....................................................................     N.A.
   (c)....................................................................    14.01
</TABLE>
N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.

<PAGE>   3

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

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

Section 1.01.  Definitions...............................................................   1
Section 1.02.  Other Definitions.........................................................  27
Section 1.03.  Incorporation by Reference of Trust Indenture Act.........................  28
Section 1.04.  Rules of Construction.....................................................  28

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01.  Form and Dating...........................................................  29
Section 2.02.  Execution and Authentication..............................................  29
Section 2.03.  Registrar and Paying Agent................................................  30
Section 2.04.  Paying Agent to Hold Money in Trust.......................................  30
Section 2.05.  Holder Lists..............................................................  31
Section 2.06.  Transfer and Exchange.....................................................  31
Section 2.07.  Replacement Notes.........................................................  43
Section 2.08.  Outstanding Notes.........................................................  44
Section 2.09.  Treasury Notes............................................................  44
Section 2.10.  Temporary Notes...........................................................  44
Section 2.11.  Cancellation..............................................................  44
Section 2.12.  Defaulted Interest........................................................  45
Section 2.13.  Record Date...............................................................  45
Section 2.14.  CUSIP Numbers.............................................................  45

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee........................................................  45
Section 3.02.  Selection of Notes to Be Redeemed.........................................  45
Section 3.03.  Notice of Redemption......................................................  46
Section 3.04.  Effect of Notice of Redemption............................................  47
Section 3.05.  Deposit of Redemption Price...............................................  47
Section 3.06.  Notes Redeemed in Part....................................................  47
Section 3.07.  Optional Redemption.......................................................  47
Section 3.08.  Mandatory Redemption......................................................  48
Section 3.09.  Offer to Purchase by Application of Excess Proceeds.......................  48
</TABLE>

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<TABLE>
<CAPTION>

                                                                                          Page
<S>            <C>                                                                        <C>
                                   ARTICLE 4.
                                    COVENANTS

Section 4.01.  Payment of Notes..........................................................  50
Section 4.02.  Maintenance of Office or Agency...........................................  50
Section 4.03.  Reports...................................................................  50
Section 4.04.  Compliance Certificate....................................................  51
Section 4.05.  Taxes.....................................................................  52
Section 4.06.  Stay, Extension and Usury Laws............................................  52
Section 4.07.  Restricted Payments.......................................................  52
Section 4.08.  Dividend and Other Payment Restrictions Affecting Subsidiaries............  55
Section 4.09.  Incurrence of Indebtedness................................................  56
Section 4.10.  Asset Sales...............................................................  58
Section 4.11.  Transactions with Affiliates..............................................  58
Section 4.12.  Liens.....................................................................  59
Section 4.13.  Corporate Existence.......................................................  60
Section 4.14.  Offer to Repurchase Upon Change of Control................................  60
Section 4.15.  Limitation on Issuances and Sales of Capital Stock of Subsidiaries........  61
Section 4.16.  Payments for Consent......................................................  62
Section 4.17.  Additional Guarantees.....................................................  62
Section 4.18.  Termination of Certain Covenants In Event of Investment Grade Rating......  62
Section 4.19.  Registration Rights.......................................................  63
Section 4.20.  Additional Interest.......................................................  63

                                   ARTICLE 5.

                                   SUCCESSORS

Section 5.01.  Merger, Consolidation, or Sale of Assets..................................  63
Section 5.02.  Successor Corporation Substituted.........................................  65

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.........................................................  65
Section 6.02.  Acceleration..............................................................  68
Section 6.03.  Other Remedies............................................................  68
Section 6.04.  Waiver of Past Defaults...................................................  69
Section 6.05.  Control by Majority.......................................................  69
Section 6.06.  Limitation on Suits.......................................................  69
Section 6.07.  Rights of Holders of Notes to Receive Payment.............................  69
Section 6.08.  Collection Suit by Trustee................................................  70
Section 6.09.  Trustee May File Proofs of Claim..........................................  70
</TABLE>

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<TABLE>
<CAPTION>

                                                                                          Page
<S>            <C>                                                                        <C>
Section 6.10.  Priorities................................................................  70
Section 6.11.  Undertaking for Costs.....................................................  71

                                   ARTICLE 7.

                                     TRUSTEE

Section 7.01.  Duties of Trustee.........................................................  71
Section 7.02.  Rights of Trustee.........................................................  72
Section 7.03.  Individual Rights of Trustee..............................................  72
Section 7.04.  Trustee's Disclaimer......................................................  73
Section 7.05.  Notice of Defaults........................................................  73
Section 7.06.  Reports by Trustee to Holders of the Notes................................  73
Section 7.07.  Compensation and Indemnity................................................  73
Section 7.08.  Replacement of Trustee....................................................  74
Section 7.09.  Successor Trustee by Merger, etc..........................................  75
Section 7.10.  Eligibility; Disqualification.............................................  75
Section 7.11.  Preferential Collection of Claims Against Company.........................  75

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance..................  76
Section 8.02.  Legal Defeasance and Discharge............................................  76
Section 8.03.  Covenant Defeasance.......................................................  76
Section 8.04.  Conditions to Legal or Covenant Defeasance................................  77
Section 8.05.  Deposited Money and Government Securities to be Held in Trust; Other
                  Miscellaneous Provisions...............................................  78
Section 8.06.  Repayment to Company......................................................  78
Section 8.07.  Reinstatement.............................................................  79

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes.......................................  79
Section 9.02.  With Consent of Holders of Notes..........................................  80
Section 9.03.  Compliance with Trust Indenture Act.......................................  81
Section 9.04.  Revocation and Effect of Consents.........................................  81
Section 9.05.  Notation on or Exchange of Notes..........................................  81
Section 9.06.  Trustee to Sign Amendments, etc...........................................  82
</TABLE>

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<TABLE>
<CAPTION>

                                                                                          Page
<S>            <C>                                                                        <C>

                                   ARTICLE 10.

                                   [RESERVED]

                                   ARTICLE 11.

                                 NOTE GUARANTEES

Section 11.01. Guarantee.................................................................  82
Section 11.02. Limitation on Guarantor Liability.........................................  83
Section 11.03. Execution and Delivery of Note Guarantee..................................  83
Section 11.04. Guarantors May Consolidate, etc., on Certain Terms........................  84
Section 11.05. Releases of Note Guarantees...............................................  85

                                   ARTICLE 12.

                                   [RESERVED]

                                   ARTICLE 13.

                           SATISFACTION AND DISCHARGE

Section 13.01. Satisfaction and Discharge................................................  85
Section 13.02. Application of Trust Money................................................  86

                                   ARTICLE 14.

                                  MISCELLANEOUS

Section 14.01. Trust Indenture Act Controls..............................................  87
Section 14.02. Notices...................................................................  87
Section 14.03. Communication by Holders of Notes with Other Holders of Notes.............  88
Section 14.04. Certificate and Opinion as to Conditions Precedent........................  88
Section 14.05. Statements Required in Certificate or Opinion.............................  88
Section 14.06. Rules by Trustee and Agents...............................................  89
Section 14.07. No Personal Liability of Directors, Officers, Employees and Stockholders..  89
Section 14.08. Governing Law.............................................................  89
Section 14.09. No Adverse Interpretation of Other Agreements.............................  89
Section 14.10. Successors................................................................  89
Section 14.11. Severability..............................................................  89
Section 14.12. Counterpart Originals.....................................................  89
Section 14.13. Table of Contents, Headings, etc..........................................  89
</TABLE>

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<TABLE>
                                                                                          Page
<S>            <C>                                                                        <C>
EXHIBITS

Exhibit A      FORM OF NOTE
Exhibit B      FORM OF CERTIFICATE OF TRANSFER
Exhibit C      FORM OF CERTIFICATE OF EXCHANGE
Exhibit D      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E      FORM OF NOTE GUARANTEE
Exhibit F      FORM OF SUPPLEMENTAL INDENTURE
</TABLE>

                                   -v-
<PAGE>   8


        INDENTURE dated as of March 15, 2001 among Fleming Companies, Inc., an
Oklahoma corporation (the "Company"), the Guarantors and Bankers Trust Company,
as trustee (the "Trustee").

        The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes:

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

        Section 1.01. Definitions.

        "Acquired Indebtedness" means Indebtedness of a Person:

            (a) existing at the time such Person becomes a Restricted Subsidiary
      of the Company; or

            (b) assumed in connection with the acquisition of assets from such
      Person;

in each case, other than Indebtedness incurred in connection with, or in
contemplation of, such Person becoming a Restricted Subsidiary of the Company or
such acquisition.

        "Additional Interest" has the meaning given such term in the
Registration Rights Agreement.

        "Additional Notes" means up to $195 million in aggregate principal
amount of Notes (other than the Initial Notes) issued under this Indenture in
accordance with Section 2.02 and 4.09.

        "Affiliate" means, with respect to any specified Person, 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 specified Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through ownership of Voting Stock, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

        "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

        "Asset Sale" means:

               (a) the sale, lease, conveyance or other disposition of any
        assets (including, without limitation, by way of a sale and leaseback),
        other than sales of inventory in the ordinary course of business
        consistent with past practices (provided that the sale, lease,
        conveyance or other disposition of all or substantially all of the
        assets of the Company and its Restricted Subsidiaries taken as a whole
        will be governed by Section 4.14 and/or Article 5 and not by the
        provisions of Section 4.10); and

<PAGE>   9

               (b) the issue or sale by the Company or any of its Restricted
        Subsidiaries of Equity Interests of any of the Company's Restricted
        Subsidiaries, whether in a single transaction or a series of related
        transactions, in either case:

                  (i) that have a fair market value in excess of $1.0 million;
            or

                  (ii) for net proceeds in excess of $1.0 million.

Notwithstanding the foregoing, a transfer of assets by the Company to a Wholly
Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the
Company or to another Wholly Owned Restricted Subsidiary, or by a non-Wholly
Owned Restricted Subsidiary to any other Restricted Subsidiary will not be
deemed to be an Asset Sale.

        "Average Life to Stated Maturity" means, as of the date of determination
with respect to any Indebtedness, the quotient obtained by dividing:

            (a) the sum of the products of:

                  (i) the number of years from the date of determination to the
            date or dates of each successive scheduled principal payment of such
            Indebtedness; multiplied by

                  (ii) the amount of each such principal payment; by

            (b) the sum of all such principal payments.

        "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978,
as amended, or any similar United States federal or state law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

        "Banks" means the banks and other financial institutions from time to
time that are lenders under the Credit Agreement.

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

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

        "Borrowing Base Amount" means, as of any date, an amount equal to the
sum of:

            (a) 85% of the aggregate book value of all accounts receivable of
      the Company and its Restricted Subsidiaries; and


                                      -2-
<PAGE>   10

            (b) 60% of the aggregate book value of all inventory owned by the
      Company and its Restricted Subsidiaries,

all calculated on a consolidated basis and in accordance with GAAP. To the
extent the information is not available as to the amount of accounts receivable
or inventory as of a specific date, the Company shall use the most recent
available information for purposes of calculating the Borrowing Base.

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the City of New York
are authorized or obligated by law or executive order to close.

        "Capital Lease Obligation" of any Person means any obligation of such
Person and its Subsidiaries on a Consolidated basis under any capital lease of
real or personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation.

        "Capital Stock" of any Person means any and all shares, interests,
partnership interests, participations or other equivalents (however designated)
of such Person's capital stock whether now outstanding or issued after the Issue
Date, including, without limitation, all common stock and Preferred Stock.

        "Change of Control" means the occurrence of any of the following events:

            (a) any "person" or "group" (as such terms are used in Sections
        13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as
        defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
        Person shall be deemed to have beneficial ownership of all shares that
        such Person has the right to acquire, whether such right is exercisable
        immediately or only after the passage of time), directly or indirectly,
        of more than 50% of the total outstanding Voting Stock of the Company;

            (b) during any period of two consecutive years, individuals who at
        the beginning of such period constituted the Board of Directors of the
        Company (together with any new directors whose election to such Board of
        Directors, or whose nomination for election by the stockholders of the
        Company, was approved by a vote of 66 2/3% of the directors then still
        in office who were either directors at the beginning of such period or
        whose election or nomination for election was previously so approved)
        cease for any reason to constitute a majority of such Board of Directors
        then in office;

            (c) the Company consolidates with or merges with or into any Person
        or conveys, transfers, leases or otherwise disposes of all or
        substantially all of its assets to any Person, or any Person
        consolidates with or merges into or with the Company, in any such event
        pursuant to a transaction in which the outstanding Voting Stock of the
        Company is changed into or exchanged for cash, securities or other
        property, other than any such transaction where the outstanding Voting
        Stock of the Company is not changed or exchanged at all (except to the
        extent necessary to reflect a change in the jurisdiction of
        incorporation of the Company) or where:


                                      -3-
<PAGE>   11

                  (i) the outstanding Voting Stock of the Company is changed
            into or exchanged for:

                        (A) Voting Stock of the surviving corporation which is
                  not Redeemable Capital Stock; or

                        (B) cash, securities or other property (other than
                  Capital Stock of the surviving corporation) in an amount which
                  could be paid by the Company as a Restricted Payment as
                  described under Section 4.07 (and such amount shall be treated
                  as a Restricted Payment pursuant to Section 4.07); and

                  (ii) immediately after such transaction, no "person" or
            "group" (as such terms are used in Sections 13(d) and 14(d) of the
            Exchange Act) is the "beneficial owner" (as defined in Rules 13d-3
            and 13d-5 under the Exchange Act, except that a Person shall be
            deemed to have beneficial ownership of all shares that such Person
            has the right to acquire, whether such right is exercisable
            immediately or only after the passage of time), directly or
            indirectly, of more than 50% of the total outstanding Voting Stock
            of the surviving corporation; or

            (d) the Company is liquidated or dissolved or adopts a plan of
        liquidation or dissolution other than in a transaction which complies
        with the provisions of Article 5.

        "Clearstream" means Clearstream Banking, S.A.

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

        "Company" means Fleming Companies, Inc. and any and all successors
thereto that become a party to this Indenture in accordance with its terms.

        "Consolidated" means, with respect to any Person, the consolidation of
the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP consistently
applied.

        "Consolidated EBITDA" means, for any period, Consolidated Net Income
plus, without duplication, Consolidated Interest Expense, Consolidated Income
Tax Expense, Consolidated Non-Cash Charges and Excluded Non-Cash Charges (less
the amount of all cash payments made by the Company or any of its Restricted
Subsidiaries during such period to the extent such payments relate to Excluded
Non-Cash Charges that were added back in determining the sum contemplated by
this definition for such period or any prior period) deducted in computing
Consolidated Net Income, in each case, for such period, of the Company and its
Restricted Subsidiaries on a Consolidated basis, all determined in accordance
with GAAP.


                                      -4-
<PAGE>   12

        "Consolidated Fixed Charge Coverage Ratio" of the Company means, for any
period, the ratio of:

            (a) Consolidated EBITDA for such period to:

            (b) Consolidated Interest Expense for such period; provided that:

                  (i) in making such computation, the Consolidated Interest
            Expense attributable to interest on any Indebtedness computed on a
            pro forma basis; and

                        (A) bearing a floating interest rate shall be computed
                  as if the rate in effect on the date of computation had been
                  the applicable rate for the entire period; and

                        (B) which was not outstanding during the period for
                  which the computation is being made but which bears, at the
                  option of the Company, a fixed or floating rate of interest,
                  shall be computed by applying, at the option of the Company,
                  either the fixed or floating rate; and

                  (ii) in making such computation, Consolidated Interest Expense
            attributable to interest on any Indebtedness under a revolving
            credit facility computed on a pro forma basis shall be computed
            based upon the average daily balance of such Indebtedness during the
            applicable period.

        "Consolidated Income Tax Expense" means for any period the provision for
federal, state, local and foreign income taxes of the Company and its Restricted
Subsidiaries for such period as determined on a Consolidated basis in accordance
with GAAP.

        "Consolidated Interest Expense" means, without duplication, for any
period, the sum of:

            (a) the interest expense of the Company and its Restricted
      Subsidiaries for such period, as determined on a Consolidated basis in
      accordance with GAAP including, without limitation;

                  (i) amortization of debt discount;

                  (ii) the net cost under Interest Rate Agreements (including
            amortization of discount);

                  (iii) the interest portion of any deferred payment obligation;
            and

                  (iv) accrued interest; plus

            (b) the aggregate amount for such period of dividends on any
      Redeemable Capital Stock or Preferred Stock of the Company and its
      Restricted Subsidiaries;


                                      -5-
<PAGE>   13

            (c) the interest component of the Capital Lease Obligations paid,
      accrued and/or scheduled to be paid, or accrued by such Person during such
      period; and

            (d) all capitalized interest of the Company and its Restricted
      Subsidiaries in each case under each of (a) through (d) determined on a
      Consolidated basis in accordance with GAAP.

        "Consolidated Net Income" means, for any period, the Consolidated net
income (or loss) of the Company and its Restricted Subsidiaries for such period
as determined on a Consolidated basis in accordance with GAAP, adjusted, to the
extent included in calculating such net income (loss), by excluding, without
duplication:

            (a) any net after-tax extraordinary gains or losses (less all fees
      and expenses relating thereto);

            (b) solely with respect to fiscal 2001, Excluded Non-Cash Charges
      (less the amount of all cash payments made by the Company or any of its
      Restricted Subsidiaries during such period to the extent such payments
      relate to Excluded Non-Cash Charges that were added back in determining
      the sum contemplated by clause (a) of the definition of "Consolidated
      Fixed Charge Coverage Ratio");

            (c) the portion of net income (or loss) of the Company and its
      Restricted Subsidiaries determined on a Consolidated basis allocable to
      minority interests in unconsolidated Persons to the extent that cash
      dividends or distributions have not actually been received by the Company
      or any Restricted Subsidiary;

            (d) net income (or loss) of any Person combined with the Company or
      any Restricted Subsidiary on a "pooling of interests" basis attributable
      to any period prior to the date of combination;

            (e) net gains or losses (less all fees and expenses relating
      thereto) in respect of dispositions of assets other than in the ordinary
      course of business; and

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

        "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of:

            (a) the consolidated equity of the common equity holders of such
      Person and its Restricted Subsidiaries as of such date; plus

            (b) the respective amounts reported on such Person's balance sheet
      as of such date with respect to any series of preferred stock (other than
      Redeemable Capital Stock) that


                                      -6-
<PAGE>   14

      by its terms is not entitled to the payment of dividends unless such
      dividends may be declared and paid only out of net earnings in respect of
      the year of such declaration and payment, but only to the extent of any
      cash received by such Person upon issuance of such preferred stock; less

                  (i) all write-ups (other than write-ups resulting from foreign
            currency translations and write-ups of tangible assets of a going
            concern business made within 12 months after the acquisition of such
            business) subsequent to the Issue Date in the book value of any
            asset owned by such Person or a consolidated Restricted Subsidiary
            of such Person;

                  (ii) all investments as of such date in unconsolidated
            Restricted Subsidiaries and in Persons that are not Subsidiaries
            (except, in each case, Permitted Investments); and

                  (iii) all unamortized debt discount and expense and
            unamortized deferred charges as of such date, all of the foregoing
            determined in accordance with GAAP.

        "Consolidated Non-Cash Charges" means, for any period, the aggregate
depreciation, amortization and other non-cash charges of the Company and its
Restricted Subsidiaries for such period, as determined on a Consolidated basis
in accordance with GAAP (excluding any non-cash charges which require an accrual
or reserve for any future period and any Excluded Non-Cash Charges).

        "Consolidated Senior Debt Leverage Ratio" of the Company means the ratio
of (i) Consolidated Indebtedness of the Company and its Restricted Subsidiaries
(other than Subordinated Indebtedness) as of the date of the transaction giving
rise to the need to calculate such Consolidated Senior Debt Leverage Ratio to
(ii) Consolidated EBITDA for the four full fiscal quarters immediately preceding
the date of the transaction giving rise to the need to calculate such
Consolidated Senior Debt Leverage Ratio, taken as one period.

        "Consolidated Tangible Assets" means the total of all the assets
appearing on the Consolidated balance sheet of the Company and its
majority-owned or Wholly Owned Restricted Subsidiaries less:

            (a) intangible assets including, without limitation, items such as
      goodwill, trademarks, trade names, patents and unamortized debt discount;
      and

            (b) appropriate adjustments on account of minority interests of
      other persons holding stock in any majority-owned Restricted Subsidiary of
      the Company.

        "Consolidated Total Assets" means, with respect to the Company, the
total of all assets appearing on the Consolidated balance sheet of the Company
and its majority-owned or Wholly Owned Restricted Subsidiaries, as determined on
a Consolidated basis in accordance with GAAP.

        "Convertible Senior Subordinated Note Guarantees" means any guarantee by
a subsidiary guarantor of the Company's obligations under the Convertible Senior
Subordinated Indenture.


                                      -7-
<PAGE>   15

        "Convertible Senior Subordinated Notes" means the $150 million aggregate
principal amount of 5.25% Convertible Senior Subordinated Notes due 2009 of the
Company.

        "Convertible Senior Subordinated Indenture" means the indenture dated as
of March 15, 2001 among the Company, as issuer, each of the subsidiary
guarantors named therein, as guarantors, and Bank One, N.A., as trustee.

        "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 14.02 or such other address as to which the Trustee
may give notice to the Company.

        "Credit Agreement" means the credit agreement dated as of July 25, 1997
among the Company, the Banks, the agents listed therein and The Chase Manhattan
Bank, as administrative agent, as such agreement may be amended, renewed,
extended, substituted, refinanced, restructured, replaced, supplemented or
otherwise modified from time to time (including, without limitation, any
successive renewals, extensions, substitutions, refinancings, restructurings,
replacements, supplementations or other modifications of the foregoing).

        "Currency Agreements" means any spot or forward foreign exchange
agreements and currency swap, currency option or other similar financial
agreements or arrangements entered into by the Company or any of its Restricted
Subsidiaries.

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

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

        "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06, in the form of
Exhibit A except that such Note shall not bear the Global Note Legend and shall
not have the "Schedule of Exchanges of Interests in the Global Note" attached
thereto.

        "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

        "Disinterested Director" means, with respect to any transaction or
series of transactions in respect of which the Board of Directors is required to
deliver a resolution of the Board of Directors under this Indenture, a member of
the Board of Directors who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of
transactions.

        "Equity Interest" of any Person means any shares, interests,
participations or other equivalents (however designated) in such Person's
equity, and shall in any event include any Capital Stock issued by, or
partnership or membership interests in, such Person.


                                      -8-
<PAGE>   16

        "Equity Offering" means a public or private offering of Qualified
Capital Stock of the Company generating gross proceeds to the Company of at
least $50 million.

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

        "Exchange Notes" means the 10 1/8% Senior Notes due 2008 to be issued in
exchange for (1) the Initial Notes pursuant to the Registration Rights Agreement
and (2) the Additional Notes, if any, issued under Section 2.02 pursuant to a
registration rights agreement substantially similar to the Registration Rights
Agreement.

        "Exchange Offer" means the Exchange Offer as defined in the Registration
Rights Agreement.

        "Exchange Offer Registration Statement" means the Exchange Offer
Registration Statement as defined in the Registration Rights Agreement.

        "Excluded Non-Cash Charges" means all non-cash charges with respect to:

            (a) write-downs of the carrying value in the Company's financial
      statements of certain retail and distribution facilities and related
      assets in connection with the proposed or actual disposition of such
      facilities or discontinuance of operations at such facilities or otherwise
      in accordance with GAAP; or

            (b) other consolidation and restructuring of facilities and
      operations.

        "Euroclear" means the Euroclear System.

        "Fair Market Value" means, with respect to any asset or property, a
price which could be negotiated in an arm's length transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure to complete the transaction. Fair Market Value shall be determined by
officers of the Company acting in good faith; provided, that any transaction
that results in a price in excess of $10.0 million shall be determined by the
Board of Directors of the Company acting in good faith and shall be evidenced by
a Board Resolution attached to an Officers' Certificate delivered to the
Trustee.

        "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, as in effect on the Issue
Date.

        "Global Note Legend" means the legend set forth in Section 2.06(g)(ii)
which is required to be placed on all Global Notes issued under this Indenture.

        "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A, issued in accordance with Section 2.01 or 2.06.


                                      -9-
<PAGE>   17

        "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and for the payment of which the
United States pledges its full faith and credit.

        "Guaranteed Debt" means, with respect to any Person, without
duplication, all Indebtedness of any other Person referred to in the definition
of Indebtedness contained herein guaranteed directly or indirectly in any manner
by such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement:

            (a) to pay or purchase such Indebtedness or to advance or supply
      funds for the payment or purchase of such Indebtedness;

            (b) to purchase, sell or lease (as lessee or lessor) property, or to
      purchase or sell services, primarily for the purpose of enabling the
      debtor to make payment of such Indebtedness or to assure the holder of
      such Indebtedness against loss;

            (c) to supply funds to, or in any other manner invest in, the debtor
      (including any agreement to pay for property or services without requiring
      that such property be received or such services be rendered);

            (d) to maintain working capital of the debtor, or otherwise to
      maintain the net worth, solvency or other financial condition of the
      debtor; or

            (e) otherwise to assure a creditor against loss;

provided that the term "guarantee" shall not include endorsements for collection
or deposit, in either case in the ordinary course of business.

        "Guarantor" means each Wholly Owned Restricted Subsidiary of the Company
and each such subsidiary's Wholly Owned Restricted Subsidiaries as of the Issue
Date and any Restricted Subsidiary that is required pursuant to Section 4.17, on
or after the Issue Date, to execute a Note Guarantee pursuant to this Indenture
until a successor replaces any such party pursuant to the applicable provisions
of this Indenture and, thereafter, shall mean such successor.

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

        "IAI Global Note" means a global note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold to an Institutional Accredited Investor.

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

            (a) all liabilities of such Person for borrowed money (including
      overdrafts) or for the deferred purchase price of property or services,
      excluding any trade payables and other accrued current liabilities arising
      in the ordinary course of business, but including, without


                                      -10-
<PAGE>   18

      limitation, all obligations, contingent or otherwise, of such Person in
      connection with any letters of credit and acceptances issued under letter
      of credit facilities, acceptance facilities or other similar facilities;

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

            (c) all indebtedness of such Person created or arising under any
      conditional sale or other title retention agreement with respect to
      property acquired by such Person (even if the rights and remedies of the
      seller or lender under such agreement in the event of default are limited
      to repossession or sale of such property), but excluding trade payables
      arising in the ordinary course of business;

            (d) all Capital Lease Obligations of such Person;

            (e) all obligations under Interest Rate Agreements or Currency
      Agreements of such Person;

            (f) indebtedness referred to in clauses (a) through (e) above of
      other Persons, the payment of which is secured by (or for which the holder
      of such indebtedness has an existing right, contingent or otherwise, to be
      secured by) any Lien, upon or with respect to property (including, without
      limitation, accounts and contract rights) owned by such Person, even
      though such Person has not assumed or become liable for the payment of
      such indebtedness;

            (g) all Guaranteed Debt of such Person;

            (h) all Redeemable Capital Stock valued at the greater of its
      voluntary or involuntary maximum fixed repurchase price plus accrued and
      unpaid dividends; and

            (i) any amendment, supplement, modification, deferral, renewal,
      extension, refunding or refinancing of any liability of the types referred
      to in clauses (a) through (h) above.

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with terms of such Redeemable Capital Stock as if such Redeemable
Capital Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to this Indenture, and if such price is based upon, or
measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair
Market Value is to be determined in good faith by the Board of Directors of the
issuer of such Redeemable Capital Stock.

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

        "Indirect Participant" means a Person who holds a beneficial interest in
a Global Note through a Participant.


                                      -11-
<PAGE>   19

        "Initial Notes" means the $355 million principal amount of 10 1/8%
Senior Notes due 2008 of the Company issued on the Issue Date.

        "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act that is not also a QIB.

        "Interest Payment Date" means April 1 and October 1 of each year
commencing October 1, 2001.

        "Interest Rate Agreements" means any interest rate protection agreements
and other types of interest rate hedging agreements (including, without
limitation, interest rate swaps, caps, floors, collars and similar agreements).

        "Investee Store" means a Person in which the Company or any of its
Restricted Subsidiaries has invested equity capital, to which it has made loans
or for which it has guaranteed loans, in accordance with the business practice
of the Company and its Restricted Subsidiaries of making equity investments in,
making loans to or guaranteeing loans made to Persons for the purpose of
assisting any such Person in acquiring, remodeling, refurbishing, expanding or
operating one or more retail grocery stores.

        "Investment" means, with respect to any Person, directly or indirectly:

            (a) any advance (other than advances to customers in the ordinary
      course of business, which are recorded as accounts receivable on the
      balance sheet of the Company and its Restricted Subsidiaries), loan or
      other extension of credit (including by way of guarantee); or

            (b) 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

            (c) any purchase, acquisition or ownership by such Person of any
      Capital Stock, bonds, notes, debentures or other securities or assets
      issued or owned by any other Person.

The Company shall be deemed to make an Investment in an amount equal to the
greater of the book value (as determined in accordance with GAAP) and Fair
Market Value of the net assets of any Restricted Subsidiary (or, if neither the
Company nor any of its Restricted Subsidiaries has theretofore made an
Investment in such Restricted Subsidiary, in an amount equal to the Investments
being made) at the time such Restricted Subsidiary is designated an Unrestricted
Subsidiary, and any property transferred to an Unrestricted Subsidiary from the
Company or any Restricted Subsidiary shall be deemed an Investment valued at the
greater of its book value (as determined in accordance with GAAP) and its Fair
Market Value at the time of such transfer.

        "Investment Grade" means BBB- or higher by S&P or Baa3 or higher by
Moody's or the equivalent of such ratings by S&P or Moody's or in the event S&P
or Moody's shall cease rating the Notes and the Company shall select any other
Rating Agency, the equivalent of such ratings by such other Rating Agency.


                                      -12-
<PAGE>   20

        "Issue Date" means March 15, 2001, the date of original issuance of the
Initial Notes.

        "Joint Venture" means any Person in which the Company or any of its
Restricted Subsidiaries owns 30% or more of the Voting Stock (other than as a
result of a Public Equity Offering).

        "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

        "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.

        "Maturity" when used with respect to the Notes means the date on which
the principal of the Notes becomes due and payable as therein provided or as
provided in this Indenture, whether at Stated Maturity or on a redemption date
or pursuant to a Change of Control Purchase Offer or an Asset Sale Offer, and
whether by declaration of acceleration, call for redemption, purchase or
otherwise.

        "Medium-Term Notes" means the Medium-Term Notes, due 1997 to 2003, of
the Company.

        "Medium-Term Notes Indenture" means the Indenture dated as of December
1, 1989 between the Company and First Trust of New York National Association, as
trustee.

        "Moody's" means Moody's Investors Service, Inc. or any successor rating
agency.

        "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions), any relocation expenses
incurred as a result thereof, any taxes paid or payable by the Company or any of
its Restricted Subsidiaries as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements), amounts
required to be applied to the permanent repayment of Indebtedness secured by a
Lien on the assets or assets that were the subject of such Asset Sale and any
reserve for adjustment or indemnity in respect of the sale price of such asset
or assets in each case established in accordance with GAAP.

        "Non-Recourse Debt" means Indebtedness:

            (a) as to which neither the Company nor any of its Restricted
      Subsidiaries:

                  (i) provides credit support of any kind (including any
            undertaking, agreement or instrument that would constitute
            indebtedness);

                  (ii) is directly or indirectly liable (as a guarantor or
            otherwise); or

                  (iii) constitutes the lender;


                                      -13-
<PAGE>   21

            (b) no default with respect to which (including any rights that the
      holders thereof may have to take enforcement action against an
      Unrestricted Subsidiary) would permit (upon notice, lapse of time or both)
      any holder of any other Indebtedness (other than the Notes being offered
      hereby) of the Company or any of its Restricted Subsidiaries to declare a
      default on such other Indebtedness or cause the payment thereof to be
      accelerated or payable prior to its stated maturity; and

               (c) as to which the lenders have been notified in writing that
        they will not have any recourse to the stock or assets of the Company or
        any of its Restricted Subsidiaries.

        "Note Guarantee" means any guarantee by a Guarantor of the Company's
obligations under this Indenture.

        "Notes" means, collectively, the Initial Notes, the Additional Notes, if
any, and the Exchange Notes, treated as a single class of securities, as amended
or supplemented from time to time in accordance with the terms hereof, that are
issued pursuant to this Indenture.

        "Obligations" means any principal, premium, interest (including
post-petition interest), penalties, fees, indemnifications, reimbursements,
damages and other liabilities payable under the documentation governing any
Indebtedness.

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

        "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Officers of such Person; provided, however, that every Officers'
Certificate with respect to compliance with a covenant or condition provided for
in this Indenture shall include (i) a statement that the Officers making or
giving such Officers' Certificate have read such condition and any definitions
or other provisions contained in this Indenture relating thereto and (ii) a
statement at to whether, in the opinion of the signers, such conditions has been
complied with.

        "144A Global Note" means a global note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A.

        "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee that meets the requirements of Section
14.05. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

        "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).


                                      -14-
<PAGE>   22

        "Participating Broker-Dealer" means any broker-dealer that is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of Exchange
Notes received by such broker-dealer in the Exchange Offer.

        "Permitted Consideration" means consideration consisting of any
combination of the following:

            (a) cash or Temporary Cash Investments;

            (b) assets used or intended for use in the Company's business as
      conducted on the Issue Date;

            (c) any liabilities (as shown on the Company's or such Restricted
      Subsidiary's most recent balance sheet), of the Company or any Restricted
      Subsidiary (other than contingent liabilities and liabilities that are by
      their terms subordinated to the Notes or any guarantee thereof) that are
      assumed by the transferee of any such assets pursuant to a customary
      novation agreement that releases the Company or such Restricted Subsidiary
      from further liability; and

            (d) any securities, notes or other obligations received by the
      Company or any such Restricted Subsidiary; provided that the aggregate
      amount of such securities, notes or other obligations received by the
      Company and its Restricted Subsidiaries pursuant to this clause (d) after
      the Issue Date and held or carried at any date of determination shall not
      exceed $75 million.

        "Permitted Indebtedness" means any of the following Indebtedness of the
Company or any Restricted Subsidiary, as the case may be:

            (a) Indebtedness of the Company and guarantees of the Guarantors
      under the Credit Agreement in an aggregate principal amount at any one
      time outstanding not to exceed the greater of:

                  (i) $1.0 billion, less

                        (A) the amount of mandatory repayments actually made by
                  the Company or any such Restricted Subsidiary since the Issue
                  Date with Net Proceeds of an Asset Sale in respect of term
                  Indebtedness under the Credit Agreement; and

                        (B) further reduced by the amount of mandatory
                  repayments of revolving credit Indebtedness thereunder
                  (accompanied by a corresponding commitment reduction
                  thereunder) actually made by the Company or any such
                  Restricted Subsidiary since the Issue Date with Net Proceeds
                  of an Asset Sale; or

                  (ii) the Borrowing Base Amount.


                                      -15-
<PAGE>   23

            (b) Indebtedness of the Company and guarantees of the Guarantors
      under uncommitted bank lines of credit (including any refinancings of such
      Indebtedness); provided, however, that the aggregate principal amount of
      Indebtedness incurred pursuant to clauses (a), (b) and (k) of this
      definition does not exceed the maximum amount of Indebtedness permitted
      under clause (a) of this definition;

            (c) Indebtedness of the Company and the Guarantors evidenced by the
      Notes and the Note Guarantees with respect thereto under this Indenture in
      aggregate amount not to exceed $355,000,000;

            (d) Indebtedness of the Company and the Guarantors evidenced by the
      Convertible Senior Subordinated Notes and the Convertible Senior
      Subordinated Note Guarantees with respect thereto under the Convertible
      Senior Subordinated Indenture;

            (e) Indebtedness of the Company or any Restricted Subsidiary
      outstanding on the Issue Date;

            (f) obligations of the Company or any Restricted Subsidiary entered
      into in the ordinary course of business

                  (i) pursuant to Interest Rate Agreements designed to protect
            against or manage exposure to fluctuations in interest rates in
            respect of Indebtedness or retailer notes receivables, which, if
            related to Indebtedness or such retailer notes receivables, do not
            exceed the aggregate notional principal amount of such Indebtedness
            to which such Interest Rate Agreements relate, or

                  (ii) under any Currency Agreements in the ordinary course of
            business and designed to protect against or manage exposure to
            fluctuations in foreign currency exchange rates which, if related to
            Indebtedness, do not increase the amount of such Indebtedness other
            than as a result of foreign exchange fluctuations;

            (g) Indebtedness of the Company owing to a Wholly Owned Restricted
      Subsidiary or of any Restricted Subsidiary owing to the Company or any
      Wholly Owned Restricted Subsidiary; provided that any disposition, pledge
      or transfer of any such Indebtedness to a Person (other than the Company
      or another Wholly Owned Restricted Subsidiary) shall be deemed to be an
      incurrence of such Indebtedness by the Company or Restricted Subsidiary,
      as the case may be, not permitted by this clause (g);

            (h) Indebtedness in respect of letters of credit, surety bonds and
      performance bonds provided in the ordinary course of business;

            (i) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds in the ordinary course of
      business; provided that such Indebtedness is extinguished within ten
      business days of its incurrence;


                                      -16-
<PAGE>   24

            (j) Indebtedness of the Company or any Restricted Subsidiary
      consisting of guarantees, indemnities or obligations in respect of
      purchase price adjustments in connection with the acquisition or
      disposition of assets;

            (k) Indebtedness of the Company evidenced by commercial paper issued
      by the Company (including any refinancings of such Indebtedness);
      provided, however, that the aggregate principal amount of Indebtedness
      incurred pursuant to clauses (a), (b) and (k) of this definition does not
      exceed the maximum amount of Indebtedness permitted under clause (a) of
      this definition;

            (l) Indebtedness of the Company pursuant to guarantees by the
      Company or any Guarantor in connection with any Permitted Receivables
      Financing; provided, however, that such Indebtedness shall not exceed 20%
      of the book value of the Transferred Receivables at the time such
      Transferred Receivables are sold or in the case of receivables arising
      from direct financing leases, 30% of the book value thereof;

            (m) Indebtedness of the Company and its Restricted Subsidiaries in
      addition to that described in clauses (a) through (l) of this definition
      of "Permitted Indebtedness," together with any other outstanding
      Indebtedness incurred pursuant to this clause (m) (including any
      refinancings of such Indebtedness), not to exceed $100 million at any time
      outstanding in the aggregate; and

            (n) any renewals, extensions, substitutions, refunding, refinancings
      or replacements (each, a "refinancing") of any Indebtedness described in
      clauses (c), (d) and (e) of this definition of "Permitted Indebtedness,"
      including any successive refinancings, so long as:

                  (i) the aggregate principal amount of Indebtedness represented
            thereby is not increased by such refinancing to an amount greater
            than such principal amount plus the lesser of (A) the stated amount
            of any premium or other payment required to be paid in connection
            with such a refinancing pursuant to the terms of the Indebtedness
            being refinanced or (B) the amount of premium or other payment
            actually paid at such time to refinance the Indebtedness, plus, in
            either case, the amount of reasonable expenses of the Company or any
            Restricted Subsidiary, as the case may be, incurred in connection
            with such refinancing;

                  (ii) in the case of any refinancing of Subordinated
            Indebtedness, such new Indebtedness is subordinated to the Notes or
            the applicable Note Guarantee, as the case may be, to the same
            extent as the Indebtedness being refinanced; and

                  (iii) such refinancing does not reduce the Average Life to
            Stated Maturity or the Stated Maturity of such Indebtedness;
            provided that with respect to the Medium-Term Notes, a refinancing
            shall be deemed to include a repayment of any such Medium-Term Notes
            and subsequent incurrence of Indebtedness so long as (A) after
            giving effect to such repayment and subsequent incurrence of new
            Indebtedness, the aggregate principal amount of Medium-Term Notes
            and such new Indebtedness does


                                      -17-
<PAGE>   25

            not exceed the principal amount of Medium-Term Notes outstanding on
            the Issue Date and (B) clauses (i) and (ii) of this clause (n) are
            complied with.

        For purposes of determining compliance with Section 4.09, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (a) through (n) above
or is permitted to be incurred pursuant to the Consolidated Fixed Charge
Coverage Ratio provisions of such covenant, the Company shall, in its sole
discretion, classify (or later reclassify) such item of Indebtedness in any
manner that complies with Section 4.09. Accrual of interest, accretion or
amortization of original issue discount and the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms will not
be deemed to be an incurrence of Indebtedness for purposes of Section 4.09.

        "Permitted Investment" means

            (a) Investments in any Wholly Owned Restricted Subsidiary or any
      Restricted Subsidiary that is a Guarantor or any Investment in any Person
      by the Company or any Restricted Subsidiary as a result of which such
      Person becomes a Wholly Owned Restricted Subsidiary or a Restricted
      Subsidiary that is a Guarantor or any Investment in the Company by a
      Restricted Subsidiary;

            (b) intercompany Indebtedness to the extent permitted under clause
      (g) of the definition of "Permitted Indebtedness" and Indebtedness in
      connection with a Permitted Receivables Financing permitted under clause
      (l) of the definition of "Permitted Indebtedness";

            (c) Temporary Cash Investments;

            (d) sales of goods and services on trade credit terms consistent
      with the Company's past practices or otherwise consistent with trade
      credit terms in common use in the industry;

            (e) Investments in direct financing leases for equipment and real
      estate owned or leased by the Company and leased to its customers in the
      ordinary course of business consistent with past practice;

            (f) Investments in Joint Ventures related to the Company's
      operations, not to exceed $50 million at any one time outstanding;

            (g) Investments in Investee Stores either in the form of equity,
      loans or other extensions of credit; provided that any such Investment may
      only be made if the amount thereof, when added to the aggregate
      outstanding amount of Permitted Investments in Investee Stores (excluding
      for purposes of this clause (g) any Investments made pursuant to clause
      (e)), after giving effect to any loan repayments or returns of capital in
      respect of any Permitted Investment in Investee Stores, does not exceed
      12.5% of Consolidated Total Assets at the time of determination;


                                      -18-
<PAGE>   26

            (h) Investments as a result of non-cash consideration received by
      the Company or a Restricted Subsidiary in connection with an Asset Sale
      made in compliance with Section 4.10;

            (i) other Investments, in addition to those permitted under (a)
      through (h) above, in an aggregate amount not to exceed $25 million; and

            (j) any substitutions or replacements of any Investment so long as
      the aggregate amount of such Investment is not increased by such
      substitution or replacement.

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

            (a) Liens existing as of the Issue Date;

            (b) Liens securing Indebtedness permitted to be incurred pursuant to
      clauses (a), (b) and (k) of the definition of "Permitted Indebtedness";

            (c) Liens securing the Notes and the Note Guarantees;

            (d) any Lien arising by reason of:

                  (i) any judgment, decree or order of any court, so long as
            such Lien is adequately bonded and any appropriate legal proceedings
            which may have been duly initiated for the review of such judgment,
            decree or order shall not have been finally terminated or the period
            within which such proceedings may be initiated shall not have
            expired;

                  (ii) taxes, assessments, governmental charges or levies not
            yet delinquent or which are being contested in good faith;

                  (iii) security for payment of workers' compensation or other
            insurance;

                  (iv) security for the performance of tenders, leases
            (including, without limitation, statutory and common law landlord's
            liens) and contracts (other than contracts for the payment of
            money);

                  (v) zoning restrictions, easements, licenses, reservations,
            title defects, rights of others for rights of way, utilities,
            sewers, electric lines, telephone or telegraph lines, and other
            similar purposes, provisions, covenants, conditions, waivers and
            restrictions on the use of property or minor irregularities of title
            (and, with respect to leasehold interests, mortgages, obligations,
            liens and other encumbrances incurred, created, assumed or permitted
            to exist and arising by, through or under a landlord or owner of the
            leased property, with or without consent of the lessee), none of
            which materially impairs the use of any parcel of property material
            to the operation of the business of the Company or any Restricted
            Subsidiary or the value of such property for the purpose of such
            business;


                                      -19-
<PAGE>   27

                  (vi) deposits to secure public or statutory obligations;

                  (vii) operation of law in favor of growers, dealers and
            suppliers of fresh fruits and vegetables, carriers, mechanics,
            materialmen, laborers, employees or suppliers, incurred in the
            ordinary course of business for sums which are not yet delinquent or
            are being contested in good faith by negotiations or by appropriate
            proceedings which suspend the collection thereof;

                  (viii) the grant by the Company to licensees, pursuant to
            security agreements, of security interests in trademarks and
            goodwill, patents and trade secrets of the Company to secure the
            damages, if any, of such licensees, resulting from the rejection of
            the license of such licensees in a bankruptcy, reorganization or
            similar proceeding with respect to the Company; or

                  (ix) security for surety or appeal bonds;

            (e) any Lien on any property or assets of a Restricted Subsidiary in
      favor of the Company or any Wholly Owned Restricted Subsidiary;

            (f) any Lien securing Acquired Indebtedness created prior to (and
      not created in connection with, or in contemplation of) the incurrence of
      such Indebtedness by the Company or any Restricted Subsidiary; provided
      that such Lien does not extend to any assets of the Company or any
      Restricted Subsidiary other than the assets acquired in the transaction
      resulting in such Acquired Indebtedness being incurred by the Company or
      Restricted Subsidiary, as the case may be;

            (g) any Lien to secure the performance of bids, trade contracts,
      letters of credit and other obligations of a like nature and incurred in
      the ordinary course of business of the Company or any Restricted
      Subsidiary;

            (h) any Lien securing any Interest Rate Agreements or Currency
      Agreements permitted to be incurred pursuant to clause (f) of the
      definition of "Permitted Indebtedness" or any collateral for the
      Indebtedness to which such Interest Rate Agreements or Currency Agreements
      relate;

            (i) any Lien on an asset securing Indebtedness (including Capital
      Lease Obligations) incurred or assumed for the purpose of financing all or
      any part of the cost of acquiring or constructing such asset; provided
      that such Lien covers only such asset and attaches concurrently or within
      180 days after the acquisition or completion of construction thereof;

            (j) any Lien on real or personal property securing Capital Lease
      Obligations of the Company or any Restricted Subsidiary as lessee with
      respect to such real or personal property:

                  (i) to the extent that the Company or such Restricted
            Subsidiary has entered into (and not terminated), or has a binding
            commitment for, subleases on terms


                                      -20-
<PAGE>   28

            which, to the Company or such Restricted Subsidiary, are at least as
            favorable, on a current basis, as the terms of the corresponding
            capital lease; or

                  (ii) under which the aggregate principal component of the
            annual rent payable does not exceed $5 million;

            (k) any Lien on a Transferred Receivable or other receivable that is
      transferred in a Permitted Receivables Financing; and

            (l) any Lien consisting of any pledge to any Person of Indebtedness
      owed by any Restricted Subsidiary to the Company or to any Wholly Owned
      Restricted Subsidiary; provided that:

                  (i) such Restricted Subsidiary is a Guarantor; and

                  (ii) the principal amount pledged does not exceed the
            Indebtedness secured by such pledge;

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

                  (i) are no less favorable to the Holders and are not more
            favorable to the lienholders with respect to such Liens than the
            Liens in respect of the Indebtedness being refinanced; and

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

            (n) any extension, renewal, substitution or replacement, in whole or
      in part, of any Lien described in the foregoing clauses (d) through (l);
      provided, that the Lien so extended, renewed, substituted or replaced does
      not extend to any additional property or assets.

        "Permitted Receivables Financing" means any transaction involving the
transfer (by way of sale, pledge or otherwise) by the Company or any of its
Restricted Subsidiaries of receivables to any other Person; provided that after
giving effect to such transaction the sum of:

            (a) the aggregate uncollected balances of the receivables so
      transferred ("Transferred Receivables"); plus

            (b) the aggregate amount of all collections on Transferred
      Receivables theretofore received by the seller but not yet remitted to the
      purchaser, in each case at the date of determination, would not exceed
      $600 million.


                                      -21-
<PAGE>   29

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

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

        "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

        "Public Equity Offering" means with respect to the last sentence of
Section 4.15, a primary or secondary public offering of equity securities of any
Restricted Subsidiary of the Company pursuant to an effective registration
statement under the Securities Act.

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

        "Qualified Capital Stock" of any Person means any and all Capital Stock
of such Person other than Redeemable Capital Stock.

        "Rating Agency" means any of:

            (a) S&P;

            (b) Moody's; or

            (c) if S&P or Moody's or both shall not make a rating of the Notes
      publicly available, a security rating agency or agencies, as the case may
      be, nationally recognized in the United States, selected by the Company,
      which shall be substituted for S&P or Moody's or both, as the case may be,
      and, in each case, any successors thereto.

        "Rating Category" means:

            (a) with respect to S&P, any of the following categories: AAA, AA,
      A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories);

            (b) with respect to Moody's, any of the following categories: Aaa,
      Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories);
      and

            (c) the equivalent of any such category of S&P or Moody's used by
      another Rating Agency.

In determining whether the rating of the Notes has decreased by one or more
gradation, gradations within Rating Categories (+ and -- for S&P; 1, 2 and 3 for
Moody's; or the equivalent gradations for


                                      -22-
<PAGE>   30

another Rating Agency) shall be taken into account (e.g., with respect to S&P, a
decline in rating from BB+ to BB, as well as from BB-- to B+, will constitute a
decrease of one gradation).

        "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is, or upon the happening of an event or passage of
time would be, required to be redeemed prior to any Stated Maturity of the
principal of the Notes or is redeemable at the option of the holder thereof at
any time prior to any such Stated Maturity, or is convertible into or
exchangeable for debt securities at any time prior to any such Stated Maturity
at the option of the holder thereof.

        "refinancing" has the meaning specified in the definition of "Permitted
Indebtedness" set forth herein.

        "Registrable Notes" has the meaning given such term in the Registration
Rights Agreement.

        "Registration Rights Agreement" means the Registration Rights Agreement
dated as of the date hereof by and among the Company, the Guarantors and the
initial purchasers named therein as the same may be amended or supplemented from
time to time.

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

        "Regulation S Global Note" means a permanent global Note in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee and sold in reliance on Rule 903 of Regulation S.

        "Responsible Officer" means, when used with respect to the Trustee, any
managing director, director, principal, vice president, assistant vice
president, assistant treasurer, associate or any other officer within the
corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
shall mean, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge and familiarity
with the particular subject.

        "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

        "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

        "Restricted Period" means the applicable distribution compliance period
under Rule 903.

         "Restricted Subsidiary" means any Subsidiary of the Company that is not
an Unrestricted Subsidiary.

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

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


                                      -23-
<PAGE>   31

        "Rule 903" means Rule 903 promulgated under the Securities Act.

        "Rule 904" means Rule 904 promulgated under the Securities Act.

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

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

        "Significant Subsidiary" of the Company means any Subsidiary of the
Company that is a "significant subsidiary" as defined in Regulation S-X under
the Exchange Act.

        "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill
Inc., a New York corporation, or any successor rating agency.

        "Stated Maturity" when used with respect to any Indebtedness or any
installment of interest thereon means the dates specified in such Indebtedness
as the fixed date on which the principal of or premiums on such Indebtedness or
such installment of interest is due and payable.

        "Subordinated Indebtedness" means Indebtedness of the Company or the
Guarantors that is subordinate or junior in right of payment to the Notes or the
Note Guarantees, as the case may be.

        "Subordinated Note Indentures" means:

            (a) the indenture dated as of December 15, 1994 among the Company,
      as issuer, each of the subsidiary guarantors named therein as guarantors,
      and Manufacturers and Traders Trust Company, as trustee, in respect of the
      Subordinated Notes due 2004; and

            (b) the indenture dated as of December 15, 1994 among the Company,
      as issuer, each of the subsidiary guarantors named therein as guarantors,
      and Manufacturers and Traders Trust Company, as trustee, in respect of the
      Subordinated Notes due 2007.

        "Subordinated Notes" means:

            (a) the 10 1/2% Senior Subordinated Notes due 2004 of the Company;
      and

            (b) the 10 5/8% Senior Subordinated Notes due 2007 of the Company.

        "Subsidiary" means any Person a majority of the equity ownership or the
Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Restricted Subsidiaries, or by the Company and
one or more other Restricted Subsidiaries.

        "Tangible Assets" means the total of all the assets appearing on the
Consolidated balance sheet of a majority-owned or Wholly Owned Restricted
Subsidiary of the Company less the following:


                                      -24-
<PAGE>   32

            (a) intangible assets including, without limitation, items such as
      goodwill, trademarks, trade names, patents and unamortized debt discount
      and expense; and

            (b) appropriate adjustments on account of minority interests of
      other Persons holding stock in any such majority-owned Restricted
      Subsidiary of the Company.

        "Temporary Cash Investments" means:

            (a) any evidence of Indebtedness issued by the United States, or an
      instrumentality or agency thereof, and guaranteed fully as to principal,
      premium, if any, and interest by the United States;

            (b) any certificate of deposit issued by, or time deposit of, a
      financial institution that is a member of the Federal Reserve System
      having combined capital and surplus and undivided profits of not less than
      $500 million, whose debt has a rating, at the time of which any investment
      therein is made, of "A" (or higher) according to Moody's or "A" (or
      higher) according to S&P;

            (c) commercial paper issued by a corporation (other than an
      Affiliate or Restricted Subsidiary of the Company) organized and existing
      under the laws of the United States with a rating, at the time as of which
      any investment therein is made, of "P-1" (or higher) according to Moody's
      or "A-1 (or higher) according to S&P;

            (d) any money market deposit accounts issued or offered by a
      financial institution that is a member of the Federal Reserve System
      having capital and surplus in excess of $500 million;

            (e) short term tax-exempt bonds with a rating, at the time as of
      which any investment is made therein, of "Aa3" (or higher) according to
      Moody's or "AA--" (or higher) according to S&P;

            (f) shares in a mutual fund, the investment objectives and policies
      of which require it to invest substantially in the investments of the type
      described in clause (a) through (e); and

            (g) repurchase and reverse repurchase obligations with the term of
      not more than seven days for underlying securities of the types described
      in clauses (a) and (b) entered into with any financial institution meeting
      the qualifications specified in clause (b); provided that in the case of
      clauses (a), (b), (c) and (e), such investment matures within one year
      from the date of acquisition thereof.

        "Transferred Receivables" has the meaning specified in the definition of
"Permitted Receivables Financing" set forth herein.

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


                                      -25-
<PAGE>   33

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

        "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

        "Unrestricted Global Note" means a permanent global Note in the form of
Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

        "Unrestricted Subsidiary" means any Subsidiary that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution,
but only to the extent that such Subsidiary:

            (a) has no Indebtedness other than Non-Recourse Debt;

            (b) is not party to any agreement, contract, arrangement or
      understanding with the Company or any of its Restricted Subsidiaries
      unless the terms of any such agreement, contract, arrangement or
      understanding are no less favorable to the Company or such Restricted
      Subsidiary than those that might be obtained at the time from Persons who
      are not Affiliates of the Company;

            (c) is a Person with respect to which neither the Company nor any of
      its Restricted Subsidiaries has any direct or indirect obligation (i) to
      subscribe for additional Equity Interests or (ii) to maintain or preserve
      such Person's financial condition or to cause such Person to achieve any
      specified levels of operating results;

            (d) has not guaranteed or otherwise directly or indirectly provided
      credit support for any Indebtedness of the Company or any of its
      Restricted Subsidiaries; and

            (e) does not directly or through any of its Subsidiaries own any
      Capital Stock of, or own or hold any Lien on any property of, the Company
      or any of its Restricted Subsidiaries.

Any such designation by the Board of Directors shall be evidenced to the Trustee
by filing with the Trustee a Board Resolution giving effect to such designation
and an Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 4.07. 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 by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09, the Company shall be in default of
Section 4.09). The Board of Directors may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if:


                                      -26-
<PAGE>   34

            (a) such Indebtedness is permitted under the covenant described
      under Section 4.09; and

            (b) no Default or Event of Default would be in existence following
      such designation.

        "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

        "Voting Stock" means stock or securities of the class or classes
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of a Person (irrespective of whether or not at the time
stock of any other class or classes shall have or might have voting power by
reason of the happening of any contingency).

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

        Section 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                                                Defined
       Term                                                                       in
       ----                                                                     Section
                                                                                -------
       <S>                                                                      <C>
       "Affiliate Transaction".............................................      4.11
       "Asset Sale Offer"..................................................      3.09
       "Authentication Order"..............................................      2.02
       "Bankruptcy Law"....................................................      4.01
       "Change of Control Date"............................................      4.14
       "Change of Control Purchase Date"...................................      4.14
       "Change of Control Purchase Offer"..................................      4.14
       "Change of Control Purchase Price"..................................      4.14
       "Covenant Defeasance"...............................................      8.03
       "DTC"...............................................................      2.03
       "Event of Default"..................................................      6.01
       "Excess Proceeds"...................................................      4.10
       "incur".............................................................      4.09
       "Legal Defeasance"..................................................      8.02
       "Offer Amount"......................................................      3.09
       "Offer Payment Date"................................................      4.14
       "Offer Period"......................................................      3.09
       "Paying Agent"......................................................      2.03
       "Purchase Date".....................................................      3.09
       "Registrar".........................................................      2.03
       "Restricted Payment"................................................      4.07
</TABLE>

                                      -27-
<PAGE>   35

<TABLE>
<CAPTION>
                                                                                Defined
       Term                                                                       in
       ----                                                                     Section
                                                                                -------
       <S>                                                                      <C>

       "Surviving Entity"..................................................      5.01
</TABLE>

        Section 1.03. Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

        The following TIA terms used in this Indenture have the following
meanings:

        "indenture securities" means the Notes;

        "indenture security Holder" means a Holder of a Note;

        "indenture to be qualified" means this Indenture;

        "indenture trustee" or "institutional trustee" means the Trustee; and

        "obligor" on the Notes and the Note Guarantees means the Company and the
Guarantors, respectively, and any successor obligor upon the Notes and the Note
Guarantees, respectively.

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

        Section 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

            (c) "or" is not exclusive;

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

            (e) provisions apply to successive events and transactions; and

            (f) references to sections of or rules under the Securities Act
      shall be deemed to include substitute, replacement of successor sections
      or rules adopted by the SEC from time to time.


                                      -28-
<PAGE>   36

                                   ARTICLE 2.
                                    THE NOTES

        Section 2.01. Form and Dating.

        (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

        The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

        (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with written
instructions given by the Holder thereof as required by Section 2.06 hereof.

        (c) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Cedel Bank (as adopted by Clearstream)
and any alternative or additional procedures from time to time adopted by
Euroclear or Clearstream shall be applicable to transfers of beneficial
interests in the Regulation S Global Notes that are held by Participants through
Euroclear or Clearstream.

        Section 2.02. Execution and Authentication. One or more Officers shall
sign the Notes for the Company by manual or facsimile signature. The Company's
seal shall be reproduced on the Notes and may be in facsimile form.

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

        A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.


                                      -29-
<PAGE>   37

        The Trustee shall, upon a written order of the Company signed by one or
more Officers (an "Authentication Order"), authenticate Notes for original issue
on the Issue Date in aggregate principal amount not to exceed $355,000,000
(other than as provided in Section 2.07). The Trustee shall authenticate
Additional Notes thereafter (so long as permitted by the terms of this
Indenture) for original issue upon one or more Authentication Orders in
aggregate principal amount as specified in such order (other than as provided in
Section 2.07); provided, however, such amount shall not exceed $195,000,000 in
the aggregate. Each such Authentication Order shall specify the amount of Notes
to be authenticated, whether the Notes are to be Initial Notes, Additional Notes
or Exchange Notes and whether the Notes are to be issued as Definitive Notes or
Global Notes or such other information as the Trustee shall reasonably request.

        The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

        Section 2.03. Registrar and Paying Agent. The Company shall maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange ("Registrar") and an office or agency where Notes may be presented
for payment ("Paying Agent"). The Registrar shall keep a register of the Notes
and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Registrar"
includes any co-registrar and the term "Paying Agent" includes any additional
paying agent. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company shall notify the Trustee in writing of the
name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

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

        The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

        Section 2.04. Paying Agent to Hold Money in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium, if any, or
interest on the Notes, and will notify the Trustee in writing of any default by
the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the money.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reor-


                                      -30-
<PAGE>   38

ganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.

        Section 2.05. Holder Lists. The Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of all Holders and shall otherwise comply with TIA Section
312(a). If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least seven Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of the Holders and the Company shall otherwise comply with TIA Section 312(a).

        Section 2.06. Transfer and Exchange.

        (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
written notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee in writing. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections
2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or
in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06
or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

        (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

               (i) Transfer of Beneficial Interests in the Same Global Note.
        Beneficial interests in any Restricted Global Note may be transferred to
        Persons who take delivery thereof in the form of a beneficial interest
        in the same Restricted Global Note in accordance with the transfer
        restrictions set forth in the Private Placement Legend; provided,
        however, that prior to the expiration of the Restricted Period,
        transfers of beneficial interests in the Regulation S Global


                                      -31-
<PAGE>   39

        Note may not be made to a U.S. Person or for the account or benefit of a
        U.S. Person (other than an Initial Purchaser). Beneficial interests in
        any Unrestricted Global Note may be transferred to Persons who take
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note. No written orders or instructions shall be required to be
        delivered to the Registrar to effect the transfers described in this
        Section 2.06(b)(i).

              (ii) All Other Transfers and Exchanges of Beneficial Interests in
        Global Notes. In connection with all transfers and exchanges of
        beneficial interests that are not subject to Section 2.06(b)(i) above,
        the transferor of such beneficial interest must deliver to the Registrar
        either (A) (1) a written order from a Participant or an Indirect
        Participant given to the Depositary in accordance with the Applicable
        Procedures directing the Depositary to credit or cause to be credited a
        beneficial interest in another Global Note in an amount equal to the
        beneficial interest to be transferred or exchanged and (2) instructions
        given in accordance with the Applicable Procedures containing
        information regarding the Participant account to be credited with such
        increase or (B) (1) a written order from a Participant or an Indirect
        Participant given to the Depositary in accordance with the Applicable
        Procedures directing the Depositary to cause to be issued a Definitive
        Note in an amount equal to the beneficial interest to be transferred or
        exchanged and (2) instructions given by the Depositary to the Registrar
        containing information regarding the Person in whose name such
        Definitive Note shall be registered to effect the transfer or exchange
        referred to in (1) above. Upon consummation of an Exchange Offer by the
        Company in accordance with Section 2.06(f) hereof, the requirements of
        this Section 2.06(b)(ii) shall be deemed to have been satisfied upon
        receipt by the Registrar of the instructions contained in the Letter of
        Transmittal delivered by the holder of such beneficial interests in the
        Restricted Global Notes. Upon satisfaction of all of the requirements
        for transfer or exchange of beneficial interests in Global Notes
        contained in this Indenture and the Notes or otherwise applicable under
        the Securities Act, the Trustee shall adjust the principal amount of the
        relevant Global Note(s) pursuant to Section 2.06(h) hereof.

             (iii) Transfer of Beneficial Interests to Another Restricted Global
        Note. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in another Restricted Global Note if the transfer
        complies with the requirements of Section 2.06(b)(ii) above and the
        Registrar receives the following:

                      (A) if the transferee will take delivery in the form of a
               beneficial interest in the 144A Global Note, then the transferor
               must deliver a certificate in the form of Exhibit B hereto,
               including the certifications in item (1) thereof;

                      (B) if the transferee will take delivery in the form of a
               beneficial interest in the Regulation S Global Note, then the
               transferor must deliver a certificate in the form of Exhibit B
               hereto, including the certifications in item (2) thereof; and

                      (C) if the transferee will take delivery in the form of a
               beneficial interest in the IAI Global Note, then the transferor
               must deliver a certificate in the form of


                                      -32-
<PAGE>   40

               Exhibit B hereto, including the certifications and certificates
               and Opinion of Counsel required by item (3) thereof, if
               applicable.

              (iv) Transfer and Exchange of Beneficial Interests in a Restricted
        Global Note for Beneficial Interests in an Unrestricted Global Note. A
        beneficial interest in any Restricted Global Note may be exchanged by
        any holder thereof for a beneficial interest in an Unrestricted Global
        Note or transferred to a Person who takes delivery thereof in the form
        of a beneficial interest in an Unrestricted Global Note if the exchange
        or transfer complies with the requirements of Section 2.06(b)(ii) above
        and:

                      (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of the beneficial interest to be
               transferred, in the case of an exchange, or the transferee, in
               the case of a transfer, certifies in the applicable Letter of
               Transmittal that it is not (1) a broker-dealer, (2) a Person
               participating in the distribution of the Exchange Notes or (3) a
               Person who is an affiliate (as defined in Rule 144) of the
               Company;

                      (B) such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                      (C) such transfer is effected by a Participating
               Broker-Dealer pursuant to the Exchange Offer Registration
               Statement in accordance with the Registration Rights Agreement;
               or

                      (D) the Registrar receives the following:

                             (1) if the holder of such beneficial interest in a
                      Restricted Global Note proposes to exchange such
                      beneficial interest for a beneficial interest in an
                      Unrestricted Global Note, a certificate from such holder
                      in the form of Exhibit C hereto, including the
                      certifications in item (1)(a) thereof; or

                             (2) if the holder of such beneficial interest in a
                      Restricted Global Note proposes to transfer such
                      beneficial interest to a Person who shall take delivery
                      thereof in the form of a beneficial interest in an
                      Unrestricted Global Note, a certificate from such holder
                      in the form of Exhibit B hereto, including the
                      certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

        If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an


                                      -33-
<PAGE>   41

Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (B) or (D) above.

        Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

        (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

               (i) Beneficial Interests in Restricted Global Notes to Restricted
        Definitive Notes. If any holder of a beneficial interest in a Restricted
        Global Note proposes to exchange such beneficial interest for a
        Restricted Definitive Note or to transfer such beneficial interest to a
        Person who takes delivery thereof in the form of a Restricted Definitive
        Note, then, upon receipt by the Registrar of the following
        documentation:

                      (A) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Restricted Definitive Note, a certificate from
               such holder in the form of Exhibit C hereto, including the
               certifications in item (2)(a) thereof;

                      (B) if such beneficial interest is being transferred to a
               QIB in accordance with Rule 144A under the Securities Act, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (1) thereof;

                      (C) if such beneficial interest is being transferred to a
               Non-U.S. Person in an offshore transaction in accordance with
               Rule 903 or Rule 904 under the Securities Act, a certificate to
               the effect set forth in Exhibit B hereto, including the
               certifications in item (2) thereof;

                      (D) if such beneficial interest is being transferred
               pursuant to an exemption from the registration requirements of
               the Securities Act in accordance with Rule 144 under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(a) thereof;

                      (E) if such beneficial interest is being transferred to an
               Institutional Accredited Investor in reliance on an exemption
               from the registration requirements of the Securities Act other
               than those listed in subparagraphs (B) through (D) above, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable;

                      (F) if such beneficial interest is being transferred to
               the Company or any of its Subsidiaries, a certificate to the
               effect set forth in Exhibit B hereto, including the
               certifications in item (3)(b) thereof; or


                                      -34-
<PAGE>   42

                      (G) if such beneficial interest is being transferred
               pursuant to an effective registration statement under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(c) thereof,

        the Trustee shall cause the aggregate principal amount of the applicable
        Global Note to be reduced accordingly pursuant to Section 2.06(h)
        hereof, and the Company shall execute and the Trustee shall authenticate
        and deliver to the Person designated in the instructions a Definitive
        Note in the appropriate principal amount. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 2.06(c) shall be registered in such name or names and in
        such authorized denomination or denominations as the holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 2.06(c)(i) shall bear the Private Placement Legend and
        shall be subject to all restrictions on transfer contained therein.

              (ii) Beneficial Interests in Restricted Global Notes to
        Unrestricted Definitive Notes. A holder of a beneficial interest in a
        Restricted Global Note may exchange such beneficial interest for an
        Unrestricted Definitive Note or may transfer such beneficial interest to
        a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note only if:

                      (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of such beneficial interest, in the case
               of an exchange, or the transferee, in the case of a transfer,
               certifies in the applicable Letter of Transmittal that it is not
               (1) a broker-dealer, (2) a Person participating in the
               distribution of the Exchange Notes or (3) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                      (B) such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                      (C) such transfer is effected by a Participating
               Broker-Dealer pursuant to the Exchange Offer Registration
               Statement in accordance with the Registration Rights Agreement;
               or

                      (D) the Registrar receives the following:

                             (1) if the holder of such beneficial interest in a
                      Restricted Global Note proposes to exchange such
                      beneficial interest for a Definitive Note that does not
                      bear the Private Placement Legend, a certificate from such
                      holder in the form of Exhibit C hereto, including the
                      certifications in item (1)(b) thereof; or

                             (2) if the holder of such beneficial interest in a
                      Restricted Global Note proposes to transfer such
                      beneficial interest to a Person who shall take


                                      -35-
<PAGE>   43

                      delivery thereof in the form of a Definitive Note that
                      does not bear the Private Placement Legend, a certificate
                      from such holder in the form of Exhibit B hereto,
                      including the certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

             (iii) Beneficial Interests in Unrestricted Global Notes to
        Unrestricted Definitive Notes. If any holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
        amount of the applicable Global Note to be reduced accordingly pursuant
        to Section 2.06(h) hereof, and the Company shall execute and the Trustee
        shall authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 2.06(c)(iii) shall be registered in such name or names and
        in such authorized denomination or denominations as the holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
        shall not bear the Private Placement Legend.

        (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

               (i) Restricted Definitive Notes to Beneficial Interests in
        Restricted Global Notes. If any Holder of a Restricted Definitive Note
        proposes to exchange such Note for a beneficial interest in a Restricted
        Global Note or to transfer such Restricted Definitive Notes to a Person
        who takes delivery thereof in the form of a beneficial interest in a
        Restricted Global Note, then, upon receipt by the Registrar of the
        following documentation:

                      (A) if the Holder of such Restricted Definitive Note
               proposes to exchange such Note for a beneficial interest in a
               Restricted Global Note, a certificate from such Holder in the
               form of Exhibit C hereto, including the certifications in item
               (2)(b) thereof;

                      (B) if such Restricted Definitive Note is being
               transferred to a QIB in accordance with Rule 144A under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (1) thereof;


                                      -36-
<PAGE>   44

                      (C) if such Restricted Definitive Note is being
               transferred to a Non-U.S. Person in an offshore transaction in
               accordance with Rule 903 or Rule 904 under the Securities Act, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (2) thereof;

                      (D) if such Restricted Definitive Note is being
               transferred pursuant to an exemption from the registration
               requirements of the Securities Act in accordance with Rule 144
               under the Securities Act, a certificate to the effect set forth
               in Exhibit B hereto, including the certifications in item (3)(a)
               thereof;

                      (E) if such Restricted Definitive Note is being
               transferred to an Institutional Accredited Investor in reliance
               on an exemption from the registration requirements of the
               Securities Act other than those listed in subparagraphs (B)
               through (D) above, a certificate to the effect set forth in
               Exhibit B hereto, including the certifications, certificates and
               Opinion of Counsel required by item (3) thereof, if applicable;

                      (F) if such Restricted Definitive Note is being
               transferred to the Company or any of its Subsidiaries, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications in item (3)(b) thereof; or

                      (G) if such Restricted Definitive Note is being
               transferred pursuant to an effective registration statement under
               the Securities Act, a certificate to the effect set forth in
               Exhibit B hereto, including the certifications in item (3)(c)
               thereof,

        the Trustee shall cancel the Restricted Definitive Note, increase or
        cause to be increased the aggregate principal amount of, in the case of
        clause (A) above, the appropriate Restricted Global Note, in the case of
        clause (B) above, the 144A Global Note, in the case of clause (C) above,
        the Regulation S Global Note, and in all other cases, the IAI Global
        Note.

              (ii) Restricted Definitive Notes to Beneficial Interests in
        Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
        exchange such Note for a beneficial interest in an Unrestricted Global
        Note or transfer such Restricted Definitive Note to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note only if:

                      (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (1) a
               broker-dealer, (2) a Person participating in the distribution of
               the Exchange Notes or (3) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

                      (B) such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;


                                      -37-
<PAGE>   45

                      (C) such transfer is effected by a Participating
               Broker-Dealer pursuant to the Exchange Offer Registration
               Statement in accordance with the Registration Rights Agreement;
               or

                      (D) the Registrar receives the following:

                             (1) if the Holder of such Definitive Notes proposes
                      to exchange such Notes for a beneficial interest in the
                      Unrestricted Global Note, a certificate from such Holder
                      in the form of Exhibit C hereto, including the
                      certifications in item (1)(c) thereof; or

                             (2) if the Holder of such Definitive Notes proposes
                      to transfer such Notes to a Person who shall take delivery
                      thereof in the form of a beneficial interest in the
                      Unrestricted Global Note, a certificate from such Holder
                      in the form of Exhibit B hereto, including the
                      certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

               Upon satisfaction of the conditions of any of the subparagraphs
        in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive
        Notes and increase or cause to be increased the aggregate principal
        amount of the Unrestricted Global Note.

             (iii) Unrestricted Definitive Notes to Beneficial Interests in
        Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
        may exchange such Note for a beneficial interest in an Unrestricted
        Global Note or transfer such Definitive Notes to a Person who takes
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note at any time. Upon receipt of a request for such an exchange
        or transfer, the Trustee shall cancel the applicable Unrestricted
        Definitive Note and increase or cause to be increased the aggregate
        principal amount of one of the Unrestricted Global Notes.

               If any such exchange or transfer from a Definitive Note to a
        beneficial interest is effected pursuant to subparagraphs (ii)(B),
        (ii)(D) or (iii) above at a time when an Unrestricted Global Note has
        not yet been issued, the Company shall issue and, upon receipt of an
        Authentication Order in accordance with Section 2.02 hereof, the Trustee
        shall authenticate one or more Unrestricted Global Notes in an aggregate
        principal amount equal to the principal amount of Definitive Notes so
        transferred.

        (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
written request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such


                                      -38-
<PAGE>   46

registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by its attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

               (i) Restricted Definitive Notes to Restricted Definitive Notes.
        Any Restricted Definitive Note may be transferred to and registered in
        the name of Persons who take delivery thereof in the form of a
        Restricted Definitive Note if the Registrar receives the following:

                      (A) if the transfer will be made pursuant to Rule 144A
               under the Securities Act, then the transferor must deliver a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (1) thereof;

                      (B) if the transfer will be made pursuant to Rule 903 or
               Rule 904, then the transferor must deliver a certificate in the
               form of Exhibit B hereto, including the certifications in item
               (2) thereof; and

                      (C) if the transfer will be made pursuant to any other
               exemption from the registration requirements of the Securities
               Act, then the transferor must deliver a certificate in the form
               of Exhibit B hereto, including the certifications, certificates
               and Opinion of Counsel required by item (3) thereof, if
               applicable.

              (ii) Restricted Definitive Notes to Unrestricted Definitive Notes.
        Any Restricted Definitive Note may be exchanged by the Holder thereof
        for an Unrestricted Definitive Note or transferred to a Person or
        Persons who take delivery thereof in the form of an Unrestricted
        Definitive Note if:

                      (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (1) a
               broker-dealer, (2) a Person participating in the distribution of
               the Exchange Notes or (3) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

                      (B) any such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                      (C) any such transfer is effected by a Broker-Dealer
               pursuant to the Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                      (D) the Registrar receives the following:

                             (1) if the Holder of such Restricted Definitive
                      Notes proposes to exchange such Notes for an Unrestricted
                      Definitive Note, a certificate from


                                      -39-
<PAGE>   47

                      such Holder in the form of Exhibit C hereto, including the
                      certifications in item (1)(d) thereof; or

                             (2) if the Holder of such Restricted Definitive
                      Notes proposes to transfer such Notes to a Person who
                      shall take delivery thereof in the form of an Unrestricted
                      Definitive Note, a certificate from such Holder in the
                      form of Exhibit B hereto, including the certifications in
                      item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests, an Opinion of Counsel in form reasonably
               acceptable to the Company to the effect that such exchange or
               transfer is in compliance with the Securities Act and that the
               restrictions on transfer contained herein and in the Private
               Placement Legend are no longer required in order to maintain
               compliance with the Securities Act.

             (iii) Unrestricted Definitive Notes to Unrestricted Definitive
        Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes
        to a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note. Upon receipt of a written request to register such a
        transfer, the Registrar shall register the Unrestricted Definitive Notes
        pursuant to the instructions from the Holder thereof.

        (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

        (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (i)    Private Placement Legend.

                      (A) Except as permitted by subparagraph (B) below, each
               Global Note and each Definitive Note (and all Notes issued in
               exchange therefor or substitution thereof) shall bear the legend
               in substantially the following form:

                      "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
               SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES


                                      -40-
<PAGE>   48

               ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
               UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
               PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE
               HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
               BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT
               IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
               OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE
               SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN
               RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN
               "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO
               YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR
               OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY
               SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
               INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
               SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED
               INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
               FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A
               SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
               RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE
               FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS
               SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
               TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT
               (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
               PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F)
               IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
               REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
               COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN
               EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
               AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
               TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
               IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS
               AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED
               TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
               SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
               CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF
               THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
               BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
               SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
               AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED


                                      -41-
<PAGE>   49

               STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY
               REGULATION S UNDER THE SECURITIES ACT."

                      (B) Notwithstanding the foregoing, any Global Note or
               Definitive Note issued pursuant to subparagraphs (b)(iv),
               (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to
               this Section 2.06 (and all Notes issued in exchange therefor or
               substitution thereof) shall not bear the Private Placement
               Legend.

              (ii) Global Note Legend. Each Global Note shall bear a legend in
        substantially the following form:

                      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN
               THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
               THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
               TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
               (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
               PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE
               MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
               2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED
               TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
               INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
               SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
               COMPANY."

        (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

        (i)    General Provisions Relating to Transfers and Exchanges.

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


                                      -42-
<PAGE>   50

              (ii) No service charge shall be made to a holder of a beneficial
        interest in a Global Note or to a Holder of a Definitive Note for any
        registration of transfer or exchange, but the Company and the Trustee
        may require payment of a sum sufficient to cover any transfer tax or
        similar governmental charge payable in connection therewith (other than
        any such transfer taxes or similar governmental charge payable upon
        exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14
        and 9.05 hereof).

             (iii) The Registrar shall not be required to register the transfer
        of or exchange any Note selected for redemption in whole or in part,
        except the unredeemed portion of any Note being redeemed in part.

              (iv) All Global Notes and Definitive Notes issued upon any
        registration of transfer or exchange of Global Notes or Definitive Notes
        shall be the valid obligations of the Company, evidencing the same debt,
        and entitled to the same benefits under this Indenture, as the Global
        Notes or Definitive Notes surrendered upon such registration of transfer
        or exchange.

               (v) The Company shall not be required (A) to issue, to register
        the transfer of or to exchange any Notes during a period beginning at
        the opening of business 15 days before the day of any selection of Notes
        for redemption under Section 3.02 hereof and ending at the close of
        business on the day of selection, (B) to register the transfer of or to
        exchange any Note so selected for redemption in whole or in part, except
        the unredeemed portion of any Note being redeemed in part or (C) to
        register the transfer of or to exchange a Note between a record date and
        the next succeeding Interest Payment Date.

              (vi) Prior to due presentment for the registration of a transfer
        of any Note, the Trustee, any Agent and the Company may deem and treat
        the Person in whose name any Note is registered as the absolute owner of
        such Note for the purpose of receiving payment of principal of and
        interest on such Notes and for all other purposes, and none of the
        Trustee, any Agent or the Company shall be affected by notice to the
        contrary.

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

            (viii) All certifications, certificates and Opinions of Counsel
        required to be submitted to the Registrar pursuant to this Section 2.06
        to effect a registration of transfer or exchange may be submitted by
        facsimile.

        Section 2.07. Replacement Notes. If any mutilated Note is surrendered to
the Trustee or the Company and the Trustee receives evidence to its satisfaction
of the destruction, loss or theft of any Note, the Company shall issue and the
Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating


                                      -43-
<PAGE>   51

agent from any loss that any of them may suffer if a Note is replaced. The
Company may charge for its expenses in replacing a Note.

        Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

        Section 2.08. Outstanding Notes. The Notes outstanding at any time are
all the Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation, those reductions in the interest in a
Global Note effected by the Trustee in accordance with the provisions hereof,
and those described in this Section as not outstanding. Except as set forth in
Section 2.09 hereof, a Note does not cease to be outstanding because the Company
or an Affiliate of the Company holds the Note.

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

        If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

        If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

        Section 2.09. Treasury Notes. In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or
consent, Notes owned by the Company, or by any Affiliate of the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee actually knows are so
owned shall be so disregarded.

        Section 2.10. Temporary Notes. Until certificates representing Notes are
ready for delivery, the Company may prepare and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes. Temporary Notes shall
be substantially in the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

        Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

        Section 2.11. Cancellation. The Company at any time may deliver Notes to
the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Notes (subject to the record retention requirement of the
Exchange Act). The


                                      -44-
<PAGE>   52

Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

        Section 2.12. Defaulted Interest. If the Company defaults in a payment
of interest on the Notes, it shall pay the defaulted interest in any lawful
manner plus, to the extent lawful, interest payable on the defaulted interest,
to the Persons who are Holders on a subsequent special record date, in each case
at the rate provided in the Notes and in Section 4.01 hereof. The Company shall
notify the Trustee in writing of the amount of defaulted interest proposed to be
paid on each Note and the date of the proposed payment. The Company shall fix or
cause to be fixed each such special record date and payment date; provided that
no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special
record date, the Company (or, upon the written request of the Company, the
Trustee in the name and at the expense of the Company) shall mail or cause to be
mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

        Section 2.13. Record Date . The Company may set a record date for
purposes of determining the identity of Holders entitled to vote or to consent
to any action by vote or consent authorized or permitted by Sections 6.04 and
6.05.

        Section 2.14. CUSIP Numbers. The Company in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use
CUSIP numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or the omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the CUSIP numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

        Section 3.01. Notices to Trustee. If the Company elects to redeem Notes
pursuant to the optional redemption provisions of Section 3.07 hereof, it shall
furnish to the Trustee, at least 30 days but not more than 60 days before a
redemption date, an Officers' Certificate setting forth (i) the clause of this
Indenture pursuant to which the redemption shall occur, (ii) the redemption
date, (iii) the principal amount of Notes to be redeemed, (iv) the redemption
price and (v) the CUSIP numbers of the Notes to be redeemed.

        Section 3.02. Selection of Notes to Be Redeemed. If less than all of the
Notes are to be redeemed or purchased in an offer to purchase at any time, the
Trustee shall select the Notes to be redeemed or purchased among the Holders in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
pro rata basis, by lot or in accordance with any other method the Trustee in its
sole discretion considers fair and appropriate. In the event of partial
redemption by lot, the particular Notes to be redeemed


                                      -45-
<PAGE>   53

shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

        The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

        Section 3.03. Notice of Redemption. Subject to the provisions of Section
3.09 hereof, at least 30 days but not more than 60 days before a redemption
date, the Company shall mail or cause to be mailed, by first class mail (at its
own expense), a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address.

        The notice shall identify the Notes to be redeemed, including the CUSIP
numbers, and shall state:

               (a)    the redemption date;

               (b) the redemption price and the amount of accrued and unpaid
        interest, if any, to be paid;

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

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

               (e) that Notes called for redemption must be surrendered to the
        Paying Agent to collect the redemption price;

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

               (g) the paragraph of the Notes and/or Section of this Indenture
        pursuant to which the Notes called for redemption are being redeemed;
        and

               (h) that no representation is made as to the correctness or
        accuracy of the CUSIP number, if any, listed in such notice or printed
        on the Notes.

        At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date (unless a shorter notice shall be satisfactory to


                                      -46-
<PAGE>   54

the Trustee), an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

        Section 3.04. Effect of Notice of Redemption. Once notice of redemption
is mailed in accordance with Section 3.03 hereof, Notes called for redemption
become irrevocably due and payable on the redemption date at the redemption
price. A notice of redemption may not be conditional.

        Section 3.05. Deposit of Redemption Price. One Business Day prior to the
redemption date, the Company shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption price of and accrued interest on
all Notes to be redeemed on that date and any amounts owed the Trustee. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed and any amounts owed the Trustee.

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

        Section 3.06. Notes Redeemed in Part. Upon surrender of a Note that is
redeemed in part, the Company shall issue and, upon the Company's written
request, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the
Note surrendered.

        Section 3.07. Optional Redemption. (a) Except as set forth in paragraph
(b) below, the Notes are not redeemable before April 1, 2005. Thereafter, the
Company may redeem the Notes at its option, in whole or in part, upon not less
than 30 nor more than 60 days' notice, at the following redemption prices
(expressed as percentages of the principal amount thereof) if redeemed during
the twelve month period commencing on April 1 of the year set forth below.

<TABLE>
<CAPTION>
                               YEAR                      PERCENTAGE
                               ----                      ----------
                  <S>                                   <C>
                  2005.........................            105.063%
                  2006.........................            102.531%
                  2007 and thereafter..........            100.000%
</TABLE>

        In addition, the Company must pay all accrued and unpaid interest on the
Notes redeemed.


                                      -47-
<PAGE>   55

        (b) Notwithstanding the foregoing, up to 35% of the initial aggregate
principal amount of the Notes may be redeemed on or prior to April 1, 2004, at
the option of the Company, within 90 days of an Equity Offering with the net
proceeds of such offering at a redemption price equal to 110.125% of the
principal amount thereof, together with accrued and unpaid interest, if any, to
the date of redemption; provided, that after giving effect to such redemption at
least 65% of the Notes originally issued under this Indenture remains
outstanding.

        Other than as specifically provided in this Section 3.07, any redemption
pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

        Section 3.08. Mandatory Redemption. The Company shall not be required to
make mandatory redemption payments with respect to the Notes prior to Maturity.

        Section 3.09. Offer to Purchase by Application of Excess Proceeds. In
the event that, pursuant to Section 4.10 hereof, the Company shall be required
to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"),
it shall follow the procedures specified below.

        The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

        If the 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 Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

        Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders. The notice
shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be
made to all Holders. The notice, which shall govern the terms of the Asset Sale
Offer, shall state:

               (a) that the Asset Sale Offer is being made pursuant to this
        Section 3.09 and Section 4.10 hereof and the length of time the Asset
        Sale Offer shall remain open;

               (b) the Offer Amount, the purchase price and the Purchase Date;

               (c) that any Note not tendered or accepted for payment shall
        continue to accrue interest;


                                      -48-
<PAGE>   56

               (d) that, unless the Company defaults in making such payment, any
        Note accepted for payment pursuant to the Asset Sale Offer shall cease
        to accrue interest after the Purchase Date;

               (e) that Holders electing to have a Note purchased pursuant to an
        Asset Sale Offer may elect to have Notes purchased in integral multiples
        of $1,000 only;

               (f) that Holders electing to have a Note purchased pursuant to
        any Asset Sale Offer shall be required to surrender the Note, with the
        form entitled "Option of Holder to Elect Purchase" on the reverse of the
        Note completed, or transfer by book-entry transfer, to the Company, a
        depositary, if appointed by the Company, or a Paying Agent at the
        address specified in the notice at least three days before the Purchase
        Date;

               (g) that Holders shall be entitled to withdraw their election if
        the Company, the depositary or the Paying Agent, as the case may be,
        receives, not later than the expiration of the Offer Period, a telegram,
        telex, facsimile transmission or letter setting forth the name of the
        Holder, the principal amount of the Note the Holder delivered for
        purchase and a statement that such Holder is withdrawing his election to
        have such Note purchased;

               (h) that, if the aggregate principal amount of Notes surrendered
        by Holders exceeds the Offer Amount, the Company shall select the Notes
        to be purchased on a pro rata basis (with such adjustments as may be
        deemed appropriate by the Company so that only Notes in denominations of
        $1,000, or integral multiples thereof, shall be purchased); and

               (i) that Holders whose Notes were purchased only in part shall be
        issued new Notes equal in principal amount to the unpurchased portion of
        the Notes surrendered (or transferred by book-entry transfer).

        On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent at
the expense of the Company, as the case may be, shall promptly (but in any case
not later than five days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Company for purchase, and the Company shall
promptly issue a new Note, and the Trustee, upon written request from the
Company shall authenticate and mail or deliver at the expense of the Company,
such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof.

        Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


                                      -49-
<PAGE>   57

                                    ARTICLE 4.
                                    COVENANTS

        Section 4.01. Payment of Notes. The Company shall pay or cause to be
paid the principal of, premium, if any, and interest on the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or a Subsidiary, holds as of 10:00 a.m. Eastern Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due.

        The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
the then applicable interest rate on the Notes to the extent lawful; it shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.

        Section 4.02. Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, the City of New York, an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee, Registrar
or co-registrar) where Notes may be surrendered for registration of transfer or
for exchange and where notices and demands to or upon the Company in respect of
the Notes and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee.

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

        The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

        Section 4.03..Reports. (a) Whether or not required by the rules and
regulations of the Commission, including the reporting requirements of Section
13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the
Company will furnish to the Holders:

            (i) all quarterly and annual financial information that would be
      required to be contained in a filing with the Commission on Forms 10-Q and
      10-K if the Company were required to file such forms, including a
      "Management's Discussion and Analysis of Financial Condition and Results
      of Operations" that describes the finan-


                                      -50-
<PAGE>   58
                            cial condition and results of operations of the
                            Company and its Subsidiaries and, with respect to
                            the annual information only, a report on the
                            consolidated financial statements required by Form
                            10-K by the Company's independent certified public
                            accountants; and

                               (ii) all reports that would be required to be
                             filed with the Commission on Form 8-K if the
                             Company were required to file such reports. In
                             addition, whether or not required by the rules and
                             regulations of the Commission, the Company will
                             file a copy of all such information with the
                             Commission for public availability (unless the
                             Commission will not accept such a filing) and make
                             such information available to investors or
                             prospective investors who request it in writing.

        (b) The Company will furnish to the Holders or beneficial holders of
Notes and prospective purchasers of Notes designated by the Holders, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act until such time as the Company either exchanges all of
the Notes for the Exchange Notes or has registered all of the Notes for resale
under the Securities Act.

        Section 4.04. Compliance Certificate. (a) The Company and each Guarantor
(to the extent that such Guarantor is so required under the TIA) shall deliver
to the Trustee, within 90 days after the end of each fiscal year, an Officers'
Certificate stating that a review of the activities of the Company and its
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company and the Guarantors (as applicable) have kept, observed, performed and
fulfilled their obligations under this Indenture, and further stating, as to
each such Officer signing such certificate, that to the best of his or her
knowledge the Company and the Guarantors (as applicable) have kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
are not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company or the
Guarantors (as applicable) is taking or proposes to take with respect thereto)
and that to the best of his or her knowledge no event has occurred and remains
in existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company or the Guarantors (as
applicable) is taking or proposes to take with respect thereto.

        (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.


                                      -51-

<PAGE>   59

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

        Section 4.05. Taxes. The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate proceedings or where the failure to effect such payment is not
adverse in any material respect to the Holders.

        Section 4.06. Stay, Extension and Usury Laws. The Company and each of
the Guarantors covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company and each of the Guarantors
(to the extent that it may lawfully do so) hereby expressly waives all benefit
or advantage of any such law, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.

        Section 4.07. Restricted Payments. (a) The Company will not, and will
not permit any Restricted Subsidiary of the Company to, directly or indirectly:

        (i)    declare or pay any dividend on, or make any distribution to, the
               holders of, any Capital Stock of the Company or of any Restricted
               Subsidiary (other than dividends or distributions payable (A)
               solely in shares of Qualified Capital Stock of the Company or
               such Restricted Subsidiary or in options, warrants or other
               rights to purchase such Qualified Capital Stock or (B) by a
               Restricted Subsidiary to the Company or any Wholly Owned
               Restricted Subsidiary);

        (ii)   purchase, redeem or otherwise acquire or retire for value,
               directly or indirectly, any Capital Stock of the Company or any
               Restricted Subsidiary or any options, warrants or other rights to
               acquire such Capital Stock held by any Person (other than the
               Company or any Wholly Owned Restricted Subsidiary of the
               Company);

        (iii)  make any principal payment on, or redeem, repurchase, defease or
               otherwise acquire or retire for value, prior to any scheduled
               repayment, sinking fund payment or maturity, any Subordinated
               Indebtedness; or

        (iv)   make any Investment (other than any Permitted Investment) in any
               Person (such payments described in clauses (i) through (iv) and
               not excepted therefrom are collectively referred to herein as
               "Restricted Payments");

unless at the time of and immediately after giving effect to the proposed
Restricted Payment (the amount of any such Restricted Payment, if other than
cash, being the Fair Market Value thereof as


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<PAGE>   60

determined by the Board of Directors of the Company, whose determination shall
be conclusive and evidenced by a Board Resolution):

        (1) no Default or Event of Default shall have occurred and be
continuing;

        (2) the Company could incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in accordance with Section 4.09 hereof; and

        (3) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Restricted Subsidiaries on or
after the Issue Date, is less than the sum of, without duplication:

                      (w) 50% of the aggregate cumulative Consolidated Net
        Income of the Company for the period (taken as one accounting period)
        from the first day of the quarter beginning after the Issue Date to the
        end of the Company's most recently ended fiscal quarter for which
        financial statements are available at the time of such Restricted
        Payment (or, if such Consolidated Net Income for such period is a
        deficit, less 100% of such deficit); plus

                      (x) 100% of the aggregate net cash proceeds received by
        the Company as capital contributions or from the issue or sale after the
        Issue Date of Equity Interests of the Company or of debt securities of
        the Company that have been converted into such Equity Interests (other
        than Equity Interests (or convertible debt securities) sold to a
        Restricted Subsidiary of the Company and other than Redeemable Capital
        Stock or debt securities that have been converted into Redeemable
        Capital Stock and other than the proposed initial $50 million equity
        investment to be made by U.S. Transportation, LLC); plus

                      (y) any cash received by the Company after the date of
        initial issuance of the Notes as a dividend or distribution from any of
        its Unrestricted Subsidiaries less the cost of disposition and taxes, if
        any (but in each case excluding any such amounts included in
        Consolidated Net Income); plus

                      (z) $55 million.

        (b) Notwithstanding paragraph (a) above, the Company and its Restricted
Subsidiaries may take the following actions so long as (with respect to clauses
(ii), (iii), (iv) and (vi) below) at the time of and immediately after giving
effect thereto no Default or Event of Default shall have occurred and be
continuing:

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

                      (ii) the purchase, redemption or other acquisition or
        retirement for value of any shares of Capital Stock of the Company, in
        exchange for, or out of the net cash proceeds of, a substantially
        concurrent issuance and sale (other than to a Restricted


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<PAGE>   61

        Subsidiary) of shares of Capital Stock of the Company (other than
        Redeemable Capital Stock, unless the redemption provisions of such
        Redeemable Capital Stock prohibit the redemption thereof prior to the
        date on which the Capital Stock to be acquired or retired was, by its
        terms, required to be redeemed);

                      (iii) the purchase, redemption, defeasance or other
        acquisition or retirement for value of any Subordinated Indebtedness
        (other than Redeemable Capital Stock) in exchange for or out of the net
        cash proceeds of a substantially concurrent issuance and sale (other
        than to a Restricted Subsidiary) of shares of Capital Stock of the
        Company (other than Redeemable Capital Stock, unless the redemption
        provisions of such Redeemable Capital Stock prohibit the redemption
        thereof prior to the Stated Maturity of the Subordinated Indebtedness to
        be acquired or retired);

                      (iv) the purchase, redemption, defeasance or other
        acquisition or retirement for value of any Subordinated Indebtedness
        (other than Redeemable Capital Stock) in exchange for, or out of the net
        cash proceeds of a substantially concurrent incurrence or sale (other
        than to a Restricted Subsidiary) of, new Subordinated Indebtedness of
        the Company or a Guarantor, as the case may be, so long as:

                           (A) the principal amount of such new Subordinated
                      Indebtedness does not exceed the principal amount (or, if
                      such Subordinated Indebtedness being refinanced provides
                      for an amount less than the principal amount thereof to be
                      due and payable upon a declaration of acceleration
                      thereof, such lesser amount as of the date of
                      determination) of the Subordinated Indebtedness being so
                      purchased, redeemed, defeased, acquired or retired, plus
                      the amount of any premium required to be paid in
                      connection with such refinancing pursuant to the terms of
                      the Subordinated Indebtedness refinanced or the amount of
                      any premium reasonably determined by the Company as
                      necessary to accomplish such refinancing, plus the amount
                      of reasonable expenses of the Company or such Guarantor,
                      as the case may be, incurred in connection with such
                      refinancing;

                           (B) such new Subordinated Indebtedness is
                      subordinated to the Notes or the Note Guarantee of such
                      Guarantor, as the case may be, to the same extent as such
                      Subordinated Indebtedness so purchased, redeemed,
                      defeased, acquired or retired; and

                           (C) such new Subordinated Indebtedness has an Average
                      Life longer than the Average Life of the Notes and a final
                      Stated Maturity of principal later than the final Stated
                      Maturity of principal of the Notes;

                      (v)  the payment of a dividend on the Company's Capital
        Stock (other than Redeemable Capital Stock) of up to $0.08 per quarter
        per share (or up to $0.32 per annum per share; provided that dividend
        payments may not be cumulated for more than four consecutive quarters);


                                      -54-

<PAGE>   62

                      (vi)   the purchase, redemption or other acquisition or
        retirement for value of shares of Capital Stock of the Company issued
        pursuant to options granted under stock option plans of the Company, in
        order to pay withholding taxes due as a result of income recognized upon
        the exercise of such options; provided that:

                           (A) the Company is permitted, by the terms of such
                      plans, to effect such purchase, redemption or other
                      acquisition or retirement for value of such shares; and

                           (B) the aggregate consideration paid by the Company
                      for such shares so purchased, redeemed or otherwise
                      acquired or retired for value does not exceed $2 million
                      during any fiscal year of the Company;

                      (vii)  the repurchase of Capital Stock of the Company
        deemed to occur upon the exercise of stock options if such Capital Stock
        represents a portion of the exercise price thereof; and

                      (viii) in addition to clause (iv) above, the purchase,
        redemption, defeasance or other acquisition or retirement for value of
        the Subordinated Notes in exchange for, or out of the net cash proceeds
        of a substantially concurrent incurrence or sale (other than to a
        Restricted Subsidiary) of, Indebtedness of the Company or a Restricted
        Subsidiary, as the case may be, so long as such Indebtedness is incurred
        in accordance with Section 4.09(c) hereof.

        (c) The actions described in clauses (ii), (iii), (v) and (vi) of
paragraph (b) above shall be Restricted Payments that shall be permitted to be
taken in accordance with paragraph (b) above but shall reduce the amount that
would otherwise be available for Restricted Payments under clause (3) of
paragraph (a) above.

        Section 4.08. Dividend and Other Payment Restrictions Affecting
Subsidiaries. The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to:

               (a) (i) pay dividends or make any other distributions to the
        Company or any of its Restricted Subsidiaries (A) on its Capital Stock
        or (B) with respect to any other interest or participation in, or
        measured by, its profits, or (ii) pay any indebtedness owed to the
        Company or any of its Restricted Subsidiaries;

               (b) make loans or advances to the Company or any of its
        Restricted Subsidiaries;

               (c) transfer any of its properties or assets to the Company or
        any of its Restricted Subsidiaries;

               (d) grant Liens in favor of Holders; or


                                      -55-

<PAGE>   63

               (e) guarantee the Notes;

except in each case for such encumbrances or restrictions existing under or by
reason of:

                      (i)    Indebtedness of the Company or any Restricted
               Subsidiary outstanding on the Issue Date;

                      (ii)   the Credit Agreement as in effect as of the Issue
               Date, and any amendments, modifications, restatements, renewals,
               increase, supplements, refunding, replacements or refinancings
               thereof; provided that such amendments, modifications,
               restatements, renewals, increase, supplements, refundings,
               replacements or refinancings are no more restrictive with respect
               to such dividend and other payment restrictions than those
               contained in the Credit Agreement in effect on the Issue Date;

                      (iii)  this Indenture and the Notes;

                      (iv)   applicable law;

                      (v)    any instrument governing Indebtedness or Capital
               Stock of a Person acquired by the Company or any of its
               Restricted Subsidiaries as in effect at the time of such
               acquisition (except to the extent such Indebtedness was incurred
               in connection with or in contemplation of such acquisition),
               which encumbrance or restriction is not applicable to any Person,
               or the property or assets of any Person, other than the Person,
               or the property or assets of the Person, so acquired;

                      (vi)   by reason of customary non-assignment provisions in
               existing and future leases entered into in the ordinary course of
               business and consistent with past practices;

                      (vii)  purchase money obligations for property acquired in
               the ordinary course of business that impose restrictions of the
               nature described in clause (c) above on the property so acquired;
               and

                      (viii) restrictions incurred by the Company or any
               Restricted Subsidiary in connection with any Permitted
               Receivables Financing.

        Section 4.09. Incurrence of Indebtedness. (a) The Company will not, and
will not permit any of its Restricted Subsidiaries to, create, assume, or
directly or indirectly guarantee or in any other manner become directly or
indirectly liable for the payment of, or otherwise incur (collectively,
"incur"), any Indebtedness (including any Acquired Indebtedness) other than
Permitted Indebtedness. Notwithstanding the foregoing, the Company and the
Guarantors may incur Indebtedness if, at the time of such event (and after
giving effect on a pro forma basis to:

                      (i) the incurrence of such Indebtedness and (if
               applicable) the application of the proceeds therefrom, including
               to refinance other Indebtedness;


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<PAGE>   64

                      (ii) the incurrence, repayment or retirement of any other
               Indebtedness by the Company or its Restricted Subsidiaries since
               the first day of such four-quarter period as if such Indebtedness
               was incurred, repaid or retired at the beginning of such
               four-quarter period; and

                      (iii) the acquisition (whether by purchase, merger or
               otherwise) or disposition (whether by sale, merger or otherwise)
               of any company, entity or business acquired or disposed of by the
               Company or its Restricted Subsidiaries, as the case maybe, since
               the first day of such four-quarter period as if such acquisition
               or disposition had occurred at the beginning of such four-quarter
               period),

the Consolidated Fixed Charge Coverage Ratio of the Company for the four full
fiscal quarters immediately preceding such event, taken as one period and
calculated on the assumption that such Indebtedness had been incurred on the
first day of such four-quarter period and, in the case of Acquired Indebtedness,
on the assumption that the related acquisition (whether by means of purchase,
merger or otherwise) also had occurred on such date, with such pro forma
adjustments as may be determined in accordance with GAAP and the rules,
regulations and guidelines of the Commission (including without limitation
Article 11 of Regulation S-X under the Exchange Act), would have been at least
equal to 2.25 to 1.

        (b) The Company will not, and will not permit any Guarantor to, directly
or indirectly, incur any Indebtedness which by its terms (or by the terms of any
agreement governing such Indebtedness) is subordinated to any other Indebtedness
of the Company or such Guarantor, as the case may be, unless such Indebtedness
is also by its terms (or by the terms of any agreement governing such
Indebtedness) made expressly subordinate to the Notes or the Note Guarantee of
such Guarantor to the same extent and in the same manner as such Indebtedness is
subordinated to other Indebtedness of the Company or such Guarantor, as the case
may be.

        (c) The Company will not, and will not permit any of its Restricted
Subsidiaries to, incur any Indebtedness (other than Subordinated Indebtedness),
whether pursuant to clause (a) of this Section 4.09 or pursuant to one or more
items of Permitted Indebtedness, the proceeds of which will be used to repay in
whole or in part any Subordinated Notes. Notwithstanding the foregoing sentence,
the Company and the Restricted Subsidiaries (to the extent the Company and/or
such Restricted Subsidiary is permitted to incur such Indebtedness pursuant to
clause (a) above or pursuant to one or more items of Permitted Indebtedness) may
incur such Indebtedness if, at the time of such event (and after giving effect
on a pro forma basis to:

                      (i) the incurrence of such Indebtedness and the
               application of the proceeds therefrom, including to refinance the
               Subordinated Notes; and

                      (ii) the acquisition (whether by purchase, merger or
               otherwise) or disposition (whether by sale, merger or otherwise)
               of any company, entity or business acquired or disposed of by the
               Company or its Restricted Subsidiaries, as the case may be, since
               the first day of the four-quarter period referred to in the
               definition of "Con-


                                      -57-

<PAGE>   65

               solidated Senior Debt Leverage Ratio" as if such acquisition or
               disposition had occurred at the beginning of such four-quarter
               period),

the Consolidated Senior Debt Leverage Ratio of the Company would have been less
than 2.75 to 1.

        Section 4.10. Asset Sales. (a) The Company will not, and will not permit
any of its Restricted Subsidiaries to, engage in an Asset Sale unless the
Company or such Restricted Subsidiary, as the case may be, receives Permitted
Consideration at the time of such Asset Sale at least equal to the Fair Market
Value of the assets or Equity Interests issued or sold or otherwise disposed of.

        (b) Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or such Restricted Subsidiary must apply such Net Proceeds:

                      (i)  to permanently reduce Indebtedness of the Company or
               one or more Restricted Subsidiaries under the Credit Agreement
               (and to correspondingly reduce commitments with respect thereto)
               or to repay the Medium Term Notes outstanding under the
               Medium-Term Notes Indenture on the Issue Date; or

                      (ii) to make capital expenditures or acquire long-term
               assets used or useful in its businesses or in businesses similar
               or related to the businesses of the Company immediately prior to
               the Issue Date.

        (c) Pending the final application of any such Net Proceeds, the Company
may temporarily reduce the revolving credit portion of the Credit Agreement or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this paragraph will be deemed to constitute
"Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15
million, the Company will be required to make an Asset Sale Offer to purchase
the maximum principal amount of Notes 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 thereof, plus accrued and unpaid interest and Additional Interest, if
any, thereon to the date of purchase, in accordance with Section 3.09 hereof. To
the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Company may use any remaining Excess
Proceeds for general corporate purposes (subject to the restrictions of this
Indenture). Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset at zero.

        (d) Notwithstanding the foregoing provisions of paragraph (c) of this
Section 4.10, the Company and its Restricted Subsidiaries may sell or dispose of
property, whether in the form of assets or capital stock of a Restricted
Subsidiary, in the aggregate amount not exceeding $15 million in any year, and
any notes received by the Company or its Restricted Subsidiaries as
consideration in any disposition made pursuant to such $15 million exclusion
from the provisions of this covenant shall not be taken into account in
determining whether the $75 million limitation set forth in the definition of
"Permitted Consideration" has been met.

        Section 4.11. Transactions with Affiliates. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
make any payment to, or sell, lease, transfer or


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<PAGE>   66

otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (other than the Company, a Wholly Owned Restricted Subsidiary or a
Restricted Subsidiary that is a Guarantor) (each of the foregoing, an "Affiliate
Transaction"), unless:

        (a) such Affiliate Transaction is on terms that are no less favorable to
the Company or the relevant Restricted Subsidiary than those that could have
been obtained in a comparable transaction with an unrelated Person; and

        (b) the Company delivers to the Trustee:

                      (i) with respect to any Affiliate Transaction or series of
               related Affiliate Transactions involving aggregate consideration
               in excess of $5 million, an Officers' Certificate certifying that
               such Affiliate Transaction complies with clause (a) above and
               that such Affiliate Transaction has been approved by a majority
               of the Disinterested Directors; and

                      (ii) with respect to any Affiliate Transaction or series
               of related Affiliate Transactions involving aggregate
               consideration in excess of $10 million, both an Officers'
               Certificate referred to in clause (i) and an opinion as to the
               fairness of such Affiliate Transaction to the Company or the
               relevant Restricted Subsidiary from a financial point of view
               issued by an investment banking firm of national standing with
               total assets in excess of $1.0 billion;

provided, however, that this Section 4.11 shall not apply to (A) fees,
compensation and employee benefits, including bonuses, retirement plans and
stock options, paid to or established for directors and officers of the Company
or any Restricted Subsidiary in the ordinary course of business and approved by
a majority of the Disinterested Directors and (B) transactions in the ordinary
course of business with customers, vendors and suppliers, the terms of which
have been approved in good faith by an officer of the Company.

        Section 4.12. Liens. The Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Lien of any nature whatsoever against any asset of
the Company or any Restricted Subsidiary (including Capital Stock of a
Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom, except for Permitted Liens, unless
contemporaneously therewith:

               (a) in the case of any Lien securing Subordinated Indebtedness,
        effective provision is made to secure the Notes or such Note Guarantee,
        as the case may be, with a Lien on the same collateral that is prior to
        the Lien securing such Subordinated Indebtedness; and

               (b) in all other cases, the Notes or such Note Guarantee, as the
        case may be, are secured on an equal and ratable basis.


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<PAGE>   67

        Section 4.13. Corporate Existence. Subject to Article 5 hereof, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of the Notes.

        Section 4.14. Offer to Repurchase Upon Change of Control. (a) If a
Change of Control shall occur at any time (the date of such occurrence, the
"Change of Control Date"), then each Holder of Notes shall have the right, to
the extent not inconsistent with the Company's bylaws as in effect on the Issue
Date, to require the Company to purchase such Holder's Notes in whole or in part
in integral multiples of $1,000 at a purchase price (the "Change of Control
Purchase Price") in cash in an amount equal to 101% of the principal amount of
such Notes, plus accrued and unpaid interest, if any, at the date of purchase
(the "Change of Control Purchase Date:), pursuant to and in accordance with the
offer described in this Section 4.14 (the "Change of Control Purchase Offer").

        (b) Within 30 days following the Change of Control Date the Company
shall send, by first class mail, a notice to the Holders and the Trustee
stating:

                      (i)    that the Change of Control Offer is being made
               pursuant to this Section 4.14 and that all Notes validly tendered
               will be accepted for payment;

                      (ii)   the Change of Control Purchase Price and the Change
               of Control Purchase Date, which shall be a Business Day that is
               no earlier than 30 days nor later than 60 days from the date such
               notice is mailed (the "Offer Payment Date") other than as may be
               required by law;

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

                      (iv)   that any Note accepted for payment pursuant to the
               Change of Control Purchase Offer shall cease to accrue interest
               after the Offer Payment Date unless the Company shall default in
               the payment of the Change of Control Purchase Price of the Notes
               and the only remaining right of the Holder is to receive payment
               of the Change of Control Purchase Price upon surrender of the
               applicable Note to the Paying Agent;

                      (v)    that Holders electing to have a portion of a Note
               purchased pursuant to a Change of Control Purchase Offer may only
               elect to have such Note purchased in integral multiples of
               $1,000;

                      (vi)   that if a Holder elects to have a Note purchased
               pursuant to the Change of Control Purchase Offer it will be
               required to surrender the Note, with the form entitled "Option of
               Holder to Elect Purchase" on the reverse of the Note completed,
               or


                                      -60-

<PAGE>   68

               transfer by book-entry transfer, to the Paying Agent at the
               address specified in the notice prior to the close of business on
               the third Business Day prior to the Offer Payment Date;

                      (vii)  that a Holder will be entitled to withdraw its
               election if the Company receives, not later than the third
               Business Day preceding the Offer Payment Date, a telegram, telex,
               facsimile transmission or letter setting forth the name of such
               Holder, the principal amount of Notes such Holder delivered for
               purchase, and a statement that such Holder is withdrawing its
               election to have such Note purchased; and

                      (viii) that if Notes are purchased only in part a new Note
               of the same type will be issued in principal amount equal to the
               unpurchased portion of the Notes surrendered.

        (c) On or before the Offer Payment Date, the Company shall, to the
extent lawful, accept for payment, all Notes or portions thereof validly
tendered pursuant to the Change of Control Purchase Offer, and shall deliver to
the Trustee an Officers' Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 4.14. The Company, the Depositary or the Paying Agent, as the case may
be, shall promptly (but in any case not later than five days after the Offer
Payment Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee,
upon written request from the Company shall authenticate and mail or deliver
such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly
mailed or delivered by the Company to the Holder thereof.

        (d) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the purchase
of Notes pursuant to an offer hereunder. To the extent the provisions of any
securities laws or regulations conflict with the provisions under this Section
4.14, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.14 by virtue thereof.

        (e) The Company is not required to make a Change of Control Purchase
Offer upon a Change of Control if a third party (i) makes the Change of Control
Purchase Offer in the manner and at the time and otherwise in compliance with
the terms of this Section 4.14, and (ii) purchases all Notes validly tendered
and not withdrawn under the Change of Control Purchase Offer.

        Section 4.15. Limitation on Issuances and Sales of Capital Stock of
Subsidiaries. (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, transfer, convey, sell or otherwise dispose of any
Capital Stock of any Restricted Subsidiary of the Company to any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company),
unless:


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<PAGE>   69

                      (i)  such transfer, conveyance, sale or other disposition
               is of all of the Capital Stock of such Restricted Subsidiary
               owned by the Company and its Restricted Subsidiaries; and

                      (ii) such transaction is made in accordance with Section
               4.10 hereof provided that 85% of the proceeds from such a sale of
               Capital Stock of any Restricted Subsidiary that is a Significant
               Subsidiary shall consist of cash or Temporary Cash Investments.

        (b) Notwithstanding the foregoing or the provisions of any other
covenant, the Company or any Restricted Subsidiary may sell Qualified Capital
Stock of any Restricted Subsidiary in a Public Equity Offering; provided that:

                      (i) 100% of the Net Proceeds from such Public Equity
               Offering shall be in cash and shall be applied as provided in
               Section 4.10 hereof; and

                      (ii)  the Tangible Assets of such Restricted Subsidiary do
               not exceed 10% of the Consolidated Tangible Assets of the
               Company, determined as of the last day of the quarter ending
               immediately before the commencement of such Public Equity
               Offering.

        Section 4.16. Payments for Consent. The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, pay or
cause to be paid any consideration, whether by way of interest, fee or
otherwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any terms or provisions of the Notes unless such consideration is
offered to be paid or agreed to be paid to all Holders which so consent, waive
or agree to amend in the time frame set forth in solicitation documents relating
to such consent, waiver or agreement.

        Section 4.17. Additional Guarantees. If the Company or any of its
Restricted Subsidiaries shall acquire or form a Wholly Owned Restricted
Subsidiary or any existing or future majority-owned Restricted Subsidiary shall,
after the Issue Date, guarantee any Indebtedness of the Company or any
Guarantor, the Company will cause any such Restricted Subsidiary (other than an
Investee Store or Joint Venture, provided that such Investee Store or Joint
Venture does not guarantee the Indebtedness of any other Person) to:

               (a) execute and deliver to the Trustee a supplemental indenture
        in form and substance reasonably satisfactory to the Trustee pursuant to
        which such Restricted Subsidiary shall guarantee all of the obligations
        of the Company with respect to the Notes on a senior basis; and

               (b) deliver to the Trustee an Opinion of Counsel reasonably
        satisfactory to the Trustee to the effect that a supplemental indenture
        has been duly executed and delivered by such Restricted Subsidiary and
        is in compliance with the terms of this Indenture.

        Section 4.18. Termination of Certain Covenants In Event of Investment
Grade Rating. In the event that each of the Rating Categories assigned to the
Notes by the Rating Agencies is Invest-


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<PAGE>   70

ment Grade, the obligations under the covenants contained in Sections 4.07,
4.09, 4.10, 4.11, 4.15 and clause (iii) of Section 5.01 hereof shall cease to
apply to the Company and its Restricted Subsidiaries from and after the date on
which the second of the Rating Agencies notifies the Company of the assignment
of such Rating Category. Notwithstanding the foregoing, if the Rating Category
assigned by either Rating Agency to the Notes should subsequently decline below
Investment Grade, the foregoing covenants and such Consolidated Net Worth
requirement shall be reinstituted as and from the date of such rating decline.

        Section 4.19. Registration Rights. (a) The Company agrees that the
Holders (and any Person that has a beneficial interest in a Note) from time to
time of Registrable Notes are entitled to the benefits of the Registration
Rights Agreement. Pursuant to the Registration Rights Agreement, the Company has
agreed for the benefit of the Holders from time to time of Registrable Notes, at
the Company's expense, to file an Exchange Offer Registration Statement with
respect to an Exchange Offer to exchange the Notes for Exchange Notes of the
Company, guaranteed on a senior basis by the Subsidiary Guarantors, which
Exchange Notes will have terms substantially identical in all material respects
to the Notes. In certain circumstance, the Company may be required by the terms
of the Registration Rights Agreement to file a Shelf Registration Statement
covering resales of the Notes.

        (b) Any amounts of Additional Interest due pursuant to the Registration
Rights Agreement shall be payable in cash on the regular Interest Payment Dates.

        Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Note, such mention shall be deemed to include mention of the payment of
Additional Interest provided for in this Section 4.19.

        Section 4.20. Additional Interest. If Additional Interest is payable
pursuant to the Registration Rights Agreement, the Company shall deliver to the
Trustee a certificate to that effect stating the amount of such Additional
Interest that is payable.


                                   ARTICLE 5.

                                   SUCCESSORS

        Section 5.01. Merger, Consolidation, or Sale of Assets. (a) The Company
shall not, in a single transaction or a series of related transactions,
consolidate with or merge with or into any other Person or sell, assign, convey,
transfer or lease or otherwise dispose of all or substantially all of its
properties and assets to any Person or group of affiliated Persons, or permit
any of its Restricted Subsidiaries to enter into any such transaction or
transactions if such transaction or transactions, in the aggregate, would result
in a sale, assignment, transfer, lease or disposal of all or substantially all
of the properties and assets of the Company and its Restricted Subsidiaries on a
Consolidated basis to any other Person or group of affiliated Persons, unless at
the time and after giving effect thereto:

                      (i) either:


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<PAGE>   71

                           (A) the Company shall be the surviving or continuing
                      corporation; or

                           (B) the Person (if other than the Company) formed by
                      such consolidation or into which the Company is merged or
                      the Person which acquires by sale, assignment, conveyance,
                      transfer, lease or disposition the properties and assets
                      of the Company substantially as an entirety (the
                      "Surviving Entity") shall be a corporation duly organized
                      and validly existing under the laws of the United States,
                      any state thereof or the District of Columbia and shall,
                      in any case, expressly assume, by a supplemental
                      indenture, executed and delivered to the Trustee, in form
                      satisfactory to the Trustee, all the obligations of the
                      Company, under the Notes and this Indenture, and this
                      Indenture shall remain in full force and effect;

                      (ii)  immediately before and immediately after giving
               effect to such transaction on a pro forma basis (and treating any
               Indebtedness not previously an obligation of the Company or any
               of its Restricted Subsidiaries which becomes an obligation of the
               Company or any of its Restricted Subsidiaries in connection with
               or as a result of such transaction as having been incurred at the
               time of such transaction), no Default or Event of Default shall
               have occurred and be continuing;

                      (iii) immediately after giving effect to such transaction,
               except in the case of a merger of the Company with or into a
               Wholly Owned Restricted Subsidiary, the Company (or the Surviving
               Entity if the Company is not the continuing obligor under this
               Indenture) will have a Consolidated Net Worth equal to or greater
               than the Consolidated Net Worth of the Company immediately
               preceding the transaction;

                      (iv)  immediately after giving effect to such transaction
               on a pro forma basis (on the assumption that the transaction
               occurred on the first day of the four-quarter period immediately
               prior to the consummation of such transaction with the
               appropriate adjustments with respect to the transaction being
               included in such pro forma calculation), the Company (or the
               Surviving Entity if the Company is not the continuing obligor
               under this Indenture) could incur $1.00 of additional
               Indebtedness (other than Permitted Indebtedness) under Section
               4.09 above;

                      (v)   each Guarantor, unless it is the other party to the
               transactions described above, shall have confirmed, by
               supplemental indenture to this Indenture, that its respective
               Note Guarantee with respect to the Notes shall apply to such
               Person's obligations under this Indenture and the Notes;

                      (vi)  if any of the property or assets of the Company or
               any of its Restricted Subsidiaries would thereupon become subject
               to any Lien, the provisions of Section 4.12 hereof are complied
               with; and


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<PAGE>   72


                      (vii) the Company shall have delivered, or caused to be
               delivered, to the Trustee, in form and substance satisfactory to
               the Trustee, an Officers' Certificate and an opinion of counsel,
               each to the effect that such consolidation, merger, sale,
               assignment, conveyance, transfer, lease or other transaction and
               the supplemental indenture in respect thereto, if required,
               comply with the provisions in clauses (i) through (vi) of this
               paragraph (a) and that all conditions precedent herein provided
               for relating to such transaction have been complied with.

        (b) The foregoing paragraph (a) shall not prohibit a merger of any
Restricted Subsidiary of the Company with and into the Company or a merger
effected solely for the purpose of reincorporating the Company in another
jurisdiction.

        Section 5.02. Successor Corporation Substituted. Upon any consolidation
or merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that,
in the case of a transfer by lease, the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest on the Notes.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

        Section 6.01. Events of Default. An "Event of Default" occurs if:

               (a) there shall be a default in the payment of any interest on
        the Notes when such interest becomes due and payable, and continuance of
        such default for a period of 30 days;

               (b) there shall be a default in the payment of the principal of
        (or premium, if any, on) any Notes at Maturity;

               (c) (i) there shall be a default in the performance, or breach,
        of any covenant or agreement of the Company or any Guarantor under this
        Indenture (other than a default in the performance, or breach, of a
        covenant or agreement which is specifically dealt with in the
        immediately preceding clauses (a) or (b) or in clauses (ii) or (iii) of
        this clause (c)), and such default or breach shall continue for a period
        of 60 days after written notice has been given, by certified mail:

                           (A) to the Company by the Trustee; or


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<PAGE>   73

                           (B) to the Company and the Trustee by the Holders of
                      at least 25% in aggregate principal amount of the
                      outstanding Notes;

                      (ii) there shall be a default in the performance or breach
               of the provisions described in Article 5 or Section 4.10; or

                      (iii) the Company shall have failed to comply with the
               provisions of Section 4.14 for any reason, including the
               inconsistency of such covenant with the Company's Bylaws as in
               effect on the Issue Date;

               (d) (i) any default in the payment of the principal of any
        Indebtedness shall have occurred under any agreements, indentures or
        instruments under which the Company or any Restricted Subsidiary of the
        Company then has outstanding Indebtedness in excess of $50 million when
        the same shall become due and payable in full and such default shall
        have continued after any applicable grace period and shall not have been
        cured or waived; or

                      (ii) an event of default as defined in any of the
               agreements, indentures or instruments described in clause (i) of
               this clause (d) shall have occurred and the Indebtedness
               thereunder, if not already matured at its final maturity in
               accordance with its terms, shall have been accelerated;

               (e) any Person entitled to take the actions described below in
        this clause (e), after the occurrence of any event of default on
        Indebtedness in excess of $50 million in the aggregate of the Company or
        any Restricted Subsidiary, shall notify the Trustee in writing of the
        intended sale or disposition of any assets of the Company or any
        Restricted Subsidiary that have been pledged to or for the benefit of
        such Person to secure such Indebtedness or shall commence proceedings,
        or take any action (including by way of set-off) to retain in
        satisfaction of any Indebtedness, or to collect on, seize, dispose of or
        apply, any such assets of the Company or any Restricted Subsidiary
        (including funds on deposit or held pursuant to lock-box and other
        similar arrangements), pursuant to the terms of such Indebtedness or in
        accordance with applicable law;

               (f) any Note Guarantee of any Significant Subsidiary individually
        or any other Subsidiaries if such Restricted Subsidiaries in the
        aggregate represent 15% or more of Consolidated Total Assets with
        respect to the Notes shall for any reason cease to be, or be asserted in
        writing by the Company, any Guarantor or any other Restricted Subsidiary
        of the Company, as applicable, not to be, in full force and effect,
        enforceable in accordance with its terms, except pursuant to the release
        of any such Note Guarantee in accordance with this Indenture;

               (g) one or more judgments, orders or decrees for the payment of
        money in excess of $50 million (net of amounts covered by insurance,
        bond or similar instrument), either individually or in the aggregate,
        shall be entered against the Company or any Restricted Subsidiary of the
        Company or any of their respective properties and shall not be
        discharged and either:


                                      -66-

<PAGE>   74

                      (i) any creditor shall have commenced an enforcement
               proceeding upon such judgment, order or decree; or

                      (ii) there shall have been a period of 60 consecutive days
               during which a stay of enforcement of such judgment or order, by
               reason of an appeal or otherwise, shall not be in effect;

               (h) there shall have been the entry by a court of competent
        jurisdiction of:

                      (i) a decree or order for relief in respect of the Company
               or any Significant Subsidiary in an involuntary case or
               proceeding under any applicable Bankruptcy Law; or

                      (ii) a decree or order adjudging the Company or any
               Significant Subsidiary bankrupt or insolvent, or seeking
               reorganization, arrangement, adjustment or composition of or in
               respect of the Company or any Significant Subsidiary under any
               applicable federal or state law, or appointing a custodian,
               receiver, liquidator, assignee, trustee, sequestrator or other
               similar official of the Company or any Significant Subsidiary or
               of any substantial part of its property, or ordering the winding
               up or liquidation of its affairs, and any such decree or order
               for relief shall continue to be in effect, or any such other
               decree or order shall be unstayed and in effect, for a period of
               60 consecutive days; or

               (i)    (i)   the Company or any Significant Subsidiary commences
        a voluntary case or proceeding under any applicable Bankruptcy Law or
        any other case or proceeding to be adjudicated bankrupt or insolvent;

                      (ii)  the Company or any Significant Subsidiary consents
               to the entry of a decree or order for relief in respect of the
               Company or such Significant Subsidiary in an involuntary case or
               proceeding under any applicable Bankruptcy Law or to the
               commencement of any bankruptcy or insolvency case or proceeding
               against it;

                      (iii) the Company or any Significant Subsidiary files a
               petition or answer or consent seeking reorganization or relief
               under any applicable federal or state law;

                      (iv)  the Company or any Significant Subsidiary:

                           (A) consents to the filing of such petition or the
                      appointment of, or taking possession by, a custodian,
                      receiver, liquidator, assignee, trustee, sequestrator or
                      similar official of the Company or such Significant
                      Subsidiary or of any substantial part of its property;

                           (B) makes an assignment for the benefit of creditors;
                      or

                           (C) admits in writing its inability to pay its debts
                      generally as they become due; or


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<PAGE>   75

                      (v) the Company or any Significant Subsidiary takes any
               corporate action in furtherance of any such actions in this
               clause (i).

        Section 6.02. Acceleration. (a) If an Event of Default (other than as
specified in clause (h) or (i) of Section 6.01 hereof), shall occur and be
continuing with respect to the Notes, the Trustee, by notice to the Company, or
the Holders of at least 25% in aggregate principal amount then outstanding of
such Notes, by notice in writing to the Trustee and to the Company, may declare
such Notes due and payable immediately. Upon such declaration, all amounts
payable in respect of such Notes shall be immediately due and payable. If an
Event of Default specified in clause (h) or (i) of Section 6.01 hereof occurs
and is continuing, then all of the outstanding Notes under this Indenture shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee thereunder or any Holder.

        (b) After a declaration of acceleration, but before a judgment or decree
for payment of the money due has been obtained by the Trustee, the Holders of a
majority in aggregate principal amount outstanding of Notes, by written notice
to the Company and the Trustee, may annul such declaration if:

                      (i) the Company has paid or deposited with the Trustee a
               sum sufficient to pay:

                           (A) all sums paid or advanced by the Trustee under
                      the Notes and the reasonable compensation, expenses,
                      disbursements, and advances of the Trustee, its agents and
                      counsel;

                           (B) all overdue interest on all of the Notes; and

                           (C) to the extent that payment of such interest is
                      lawful, interest upon overdue interest at the rate borne
                      by the Notes; and

                      (ii) all Events of Default, other than the non-payment of
               principal of such Notes which have become due solely by such
               declaration of acceleration, have been cured or waived in
               writing.

        (c) The Holders of a majority in aggregate principal amount of the Notes
outstanding may, on behalf of the Holders of all of such Notes, waive any past
defaults under this Indenture except a default in the payment of the principal
of, premium, if any, or interest on any such Note, or in respect of a covenant
or provision which under this Indenture cannot be modified or amended without
the consent of the Holder of each such outstanding Note.

        Section 6.03. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal, premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a


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<PAGE>   76

Note in exercising any right or remedy accruing upon an Event of Default shall
not impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. All remedies are cumulative to the extent permitted by law.

        Section 6.04. Waiver of Past Defaults. Holders of not less than a
majority in aggregate principal amount of the then outstanding Notes by notice
in writing to the Trustee may on behalf of the Holders of all of the Notes waive
an existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium, if any, or interest on, the Notes (including in connection with an
offer to purchase) (provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

        Section 6.05. Control by Majority. Holders of a majority in principal
amount of the then outstanding Notes may, by written notice, direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture that the Trustee determines may be unduly prejudicial to the
rights of other Holders of Notes or that may involve the Trustee in any personal
liability.

        Section 6.06. Limitation on Suits. A Holder of a Note may pursue a
remedy with respect to this Indenture or the Notes only if:

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

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

               (c) such Holder or Holders offer and, if requested, provide to
        the Trustee indemnity satisfactory to the Trustee against any loss,
        liability or expense;

               (d) the Trustee does not comply with the request within 60 days
        after receipt of the request and the offer and, if requested, the
        provision of indemnity; and

               (e) during such 60-day period the Holders of a majority in
        principal amount of the then outstanding Notes do not give the Trustee a
        written direction inconsistent with the request.

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

        Section 6.07. Rights of Holders of Notes to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal, premium, if any,


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<PAGE>   77

and interest on the Note so held, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

        Section 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium, if any,
and interest remaining unpaid on the Notes and interest on overdue principal
and, to the extent lawful, interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any amounts due the Trustee under Section 7.07
hereof.

        Section 6.09. Trustee May File Proofs of Claim. The Trustee is
authorized to 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 Holders allowed in any judicial
proceedings relative to the Company (or any other obligor upon the Notes), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent in writing to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 7.07
hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

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

               First: to the Trustee, its agents and attorneys for amounts due
        under Section 7.07 hereof, including payment of all compensation,
        expense and liabilities incurred, and all advances made, by the Trustee
        and the costs and expenses of collection;

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


                                      -70-

<PAGE>   78

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

        The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

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

                                   ARTICLE 7.
                                     TRUSTEE

        Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

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

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

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

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

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

               (ii) the Trustee shall not be liable for any error of judgment
        made in good faith by a Responsible Officer, unless it is conclusively
        determined in a court of competent jurisdiction that the Trustee was
        grossly negligent in ascertaining the pertinent facts; and


                                      -71-

<PAGE>   79

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

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

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

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

        Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely
upon any document believed by it to be genuine and to have been signed or
presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.

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

        (c) The Trustee may act through 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 that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

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

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

        Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days,


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<PAGE>   80

apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

        Section 7.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Company's use of the proceeds
from the Notes or any money paid to the Company or upon the Company's direction
under any provision of this Indenture, it shall not be responsible for the use
or application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

        Section 7.05. Notice of Defaults. If a Default or Event of Default
occurs and is continuing and if it is actually known to the Trustee, the Trustee
shall mail to Holders of Notes, at the expense of the Company, a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes. In no event shall
the Trustee be charged with the knowledge of any Default or Event of Default
unless it has actual notice thereof.

        Section 7.06. Reports by Trustee to Holders of the Notes. Within 60 days
after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail
at the expense of the Company to the Holders of the Notes a brief report dated
as of such reporting date that complies with TIA Section 313(a) (but if no event
described in TIA Section 313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also shall
comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

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

        Section 7.07. Compensation and Indemnity. The Company and the Guarantors
shall pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company and the Guarantors shall reimburse the Trustee promptly upon
request for all reasonable disbursements, advances and expenses incurred or made
by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

        The Company and the Guarantors shall indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture


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<PAGE>   81

against the Company and the Guarantors (including this Section 7.07) and
defending itself against any claim (whether asserted by the Company or any
Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its gross negligence or
bad faith as conclusively determined in a court of competent jurisdiction. The
Trustee shall notify the Company and the Guarantors promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Company and
the Guarantors shall not relieve the Company of its obligations hereunder. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company and the Guarantors need not pay
for any settlement made without its consent, which consent shall not be
unreasonably withheld.

        The obligations of the Company and the Guarantors under this Section
7.07 shall survive the satisfaction and discharge of this Indenture.

        To secure the Company's payment obligations under this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee., except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

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

        The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

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

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

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

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

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

               (d) the Trustee becomes incapable of acting.


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<PAGE>   82

        If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

        If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, at the Company's
expense, the Company, or the Holders of at least 10% in principal amount of the
then outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

        If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee, at the Company's expense, shall
promptly transfer all property held by it as Trustee to the successor Trustee;
provided all sums owing to the Trustee hereunder have been paid and subject to
the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company's obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.

        Section 7.09. Successor Trustee by Merger, etc. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

        Section 7.10. Eligibility; Disqualification. There shall at all times be
a Trustee hereunder that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has a
combined capital and surplus of at least $100 million as set forth in its most
recent published annual report of condition.

        This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

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


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<PAGE>   83

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

        Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.
The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

        Section 8.02. Legal Defeasance and Discharge. Upon the Company's
exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from its obligations
with respect to all outstanding Notes on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on written demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (b) the Company's
obligations with respect to such Notes under Article 2 and Section 4.02 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company's obligations in connection therewith and (d) this Article 8.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

        Section 8.03. Covenant Defeasance. Upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17 and
4.18 hereof and clauses (iii), (iv) and (vi) of Section 5.01 hereof with respect
to the outstanding Notes on and after the date the conditions set forth in
Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes
shall thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.01


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<PAGE>   84

hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c), (d), (e) and (g) hereof shall not constitute Events of Default.

        Section 8.04. Conditions to Legal or Covenant Defeasance. The following
shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes:

        In order to exercise either Legal Defeasance or Covenant Defeasance:

               (a) the Company must irrevocably deposit with the Trustee, in
        trust, for the benefit of the Holders, cash in United States dollars,
        non-callable Government Securities, or a combination thereof, in such
        amounts as will be sufficient, in the opinion of a nationally recognized
        firm of independent public accountants, to pay the principal of,
        premium, if any, and interest on the outstanding Notes on the stated
        date for payment thereof or on the applicable redemption date, as the
        case may be, and any other amounts owing under this Indenture, if in the
        case of an optional redemption date prior to electing to exercise either
        Legal Defeasance or Covenant Defeasance, the Company has delivered to
        the Trustee an irrevocable notice to redeem all of the outstanding Notes
        on such redemption date;

               (b) in the case of an election under Section 8.02 hereof, the
        Company shall have delivered to the Trustee an opinion of independent
        counsel 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 the effect
        that, and based thereon such opinion of independent counsel shall
        confirm that, the Holders of the outstanding Notes will not recognize
        income, gain or loss for federal income tax purposes as a result of such
        Legal Defeasance and will be subject to federal income tax on the same
        amounts, in the same manner and at the same times as would have been the
        case if such Legal Defeasance had not occurred; provided, that the
        foregoing opinion of independent counsel required by this clause (b)
        with respect to a Legal Defeasance need not be delivered if all Notes
        not theretofore delivered to the Trustee for cancellation (A) have
        become due and payable or (B) will become due and payable at Maturity
        within one year under arrangements satisfactory to the Trustee for the
        giving of notice of redemption by the Trustee in the name, and at the
        expense, of the Company;

               (c) in the case of an election under Section 8.03 hereof, the
        Company shall have delivered to the Trustee an opinion of independent
        counsel in the United States to the effect that the Holders of the
        outstanding Notes will not recognize income, gain or loss for federal
        income tax purposes as a result of such Covenant Defeasance and will be
        subject to federal income tax on the same amounts, in the same manner
        and at the same times as would have been the case if such Covenant
        Defeasance had not occurred;

               (d) no Default or Event of Default shall have occurred and be
        continuing on the date of such deposit (other than a Default or Event of
        Default resulting from the incurrence of Indebtedness all or a portion
        of the proceeds of which will be used to defease the Notes pursuant to
        this Article 8 concurrently with such incurrence);


                                      -77-

<PAGE>   85

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

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

               (g) the Company shall have delivered to the Trustee an Officers'
        Certificate stating that all conditions precedent provided for or
        relating to the Legal Defeasance or the Covenant Defeasance, as the case
        may be, have been complied with.

        Section 8.05. Deposited Money and Government Securities to be Held in
Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money
and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

        Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the written request
of the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

        Section 8.06. Repayment to Company. Any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of
the principal of, premium, if any, or interest on any Note and remaining
unclaimed for two years after such principal, and premium, if any, or interest
has become due and payable shall be paid to the Company on its written request
or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Note shall thereafter look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall


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<PAGE>   86

thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

        Section 8.07. Reinstatement. If the Trustee or Paying Agent is unable to
apply any United States dollars or non-callable Government Securities in
accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

        Section 9.01. Without Consent of Holders of Notes. Notwithstanding
Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture, the Note Guarantees or the Notes without the
consent of any Holder of a Note:

               (a) to cure any ambiguity, defect or inconsistency;

               (b) to provide for uncertificated Notes in addition to or in
        place of certificated Notes or to alter the provisions of Article 2
        hereof (including the related definitions) in a manner that does not
        materially adversely affect any Holder;

               (c) to provide for the assumption of the Company's or a
        Guarantor's obligations to the Holders by a successor to the Company or
        a Guarantor pursuant to Article 5 or Article 11 hereof, as the case may
        be;

               (d) to make any change that would provide any additional rights
        or benefits to the Holders of the Notes or that does not adversely
        affect in any material respect the rights hereunder of any Holder of the
        Note;

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

               (f) to allow any Guarantor to execute a supplemental indenture
        and/or a Note Guarantee with respect to the Notes; or


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<PAGE>   87

               (g) to evidence and provide for the acceptance of appointment
        under this Indenture of a successor Trustee.

        Upon the written request of the Company accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

        Section 9.02. With Consent of Holders of Notes. Except as provided below
in this Section 9.02, the Company, the Guarantors and the Trustee may amend or
supplement this Indenture (including Section 3.09, 4.10 and 4.14 hereof), the
Note Guarantees and the Notes with the written consent of the Holders of at
least a majority in principal amount of the Notes then outstanding voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Note Guarantees or the Notes may be waived with the written consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes).

        Upon the written request of the Company accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

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

        After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority
in aggregate principal amount of the Notes then outstanding voting as a single
class may waive in writing compliance in a particular instance by the Company
with any provision of this Indenture or the Notes. However,


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<PAGE>   88

without the written consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

               (a) change the Stated Maturity or the principal of, or any
        installment of interest on, any Note or reduce the principal amount
        thereof or the rate of interest thereon or any premium payable upon the
        redemption thereof, or change the coin or currency in which any Note or
        any premium or the interest thereon is payable, or impair the right to
        institute suit for the enforcement of any such payment after the Stated
        Maturity thereof;

               (b) after a Change of Control has occurred, amend, change or
        modify the obligation of the Company to make and consummate a Change of
        Control Purchase Offer with respect to such Change of Control or modify
        any of the provisions or definitions with respect thereto;

               (c) reduce the percentage in principal amount of outstanding
        Notes whose Holders must consent to a modification, amendment,
        supplement or waiver;

               (d) modify any of the provisions relating to supplemental
        indentures requiring the consent of Holders or relating to the waiver of
        past defaults or relating to the waiver of certain covenants, except to
        increase the percentage of outstanding Notes required for such actions
        or to provide that certain other provisions of the Indenture cannot be
        modified or waived without the consent of each Holder;

               (e) make any change in Section 6.04 or 6.07 hereof or in the
        foregoing amendment and waiver provisions; or

               (f) except as otherwise permitted under Article 5 consent to the
        assignment or transfer by the Company or any Guarantor of any of its
        rights and obligations under this Indenture.

        Section 9.03. Compliance with Trust Indenture Act. Every amendment or
supplement to this Indenture or the Notes shall be set forth in a amended or
supplemental Indenture that complies with the TIA as then in effect.

        Section 9.04. Revocation and Effect of Consents. Until an amendment,
supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder of a Note and every subsequent Holder of a Note
or portion of a Note that evidences the same debt as the consenting Holder's
Note, even if notation of the consent is not made on any Note. However, any such
Holder or subsequent Holder may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the waiver, supplement or
amendment becomes effective. An amendment, supplement or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.

        Section 9.05. Notation on or Exchange of Notes. The Trustee may place an
appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Com-


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<PAGE>   89

pany in exchange for all Notes may issue and the Trustee shall, upon receipt of
an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

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

        Section 9.06. Trustee to Sign Amendments, etc. The Trustee shall sign
any amended or supplemental Indenture authorized pursuant to this Article 9 if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying
conclusively upon, in addition to the documents required by Section 14.04
hereof, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

                                   ARTICLE 10.

                                   [reserved]


                                   ARTICLE 11.
                                 NOTE GUARANTEES

        Section 11.01.Guarantee. Subject to this Article 11, each of the
Guarantors hereby, jointly and severally, unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that: (a) the principal of and interest on the Notes will be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

        The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a


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<PAGE>   90

proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

        If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

        Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

        Section 11.02.Limitation on Guarantor Liability. Each Guarantor, and by
its acceptance of Notes, each Holder, hereby confirms that it is the intention
of all such parties that the Note Guarantee of such Guarantor not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
federal or state law to the extent applicable to any Note Guarantee. To
effectuate the foregoing intention, the Holders and the Guarantors hereby
irrevocably agree that the obligations of such Guarantor will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
such Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

        Section 11.03.Execution and Delivery of Note Guarantee. To evidence its
Note Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a
notation of such Note Guarantee substantially in the form included in Exhibit E
shall be endorsed by an Officer of such Guarantor on each Note authenticated and
delivered by the Trustee and that this Indenture shall be executed on behalf of
such Guarantor by its President or one of its Vice Presidents.

        Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.


                                      -83-

<PAGE>   91

        If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

        The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

        In the event that the Company creates or acquires any new Wholly Owned
Restricted Subsidiaries subsequent to the Issue Date or in case any existing or
future majority-owned Restricted Subsidiary shall, after the Issue Date,
guarantee any Indebtedness of the Company or any Guarantor, in each case if
required by Section 4.17 hereof, the Company shall cause such Restricted
Subsidiaries to execute supplemental indentures to this Indenture and Note
Guarantees in accordance with Section 4.17 hereof and this Article 11, to the
extent applicable.

        Section 11.04.Guarantors May Consolidate, etc., on Certain Terms. Except
as otherwise provided in Section 11.05, no Guarantor may consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person)
another Person whether or not affiliated with such Guarantor unless:

               (a) subject to Section 11.05 hereof, the Person formed by or
        surviving any such consolidation or merger (if other than a Guarantor or
        the Company) unconditionally assumes all the obligations of such
        Guarantor, pursuant to a supplemental indenture in form and substance
        reasonably satisfactory to the Trustee, under the Notes, this Indenture
        and the Note Guarantee on the terms set forth herein or therein; and

               (b) immediately after giving effect to such transaction, no
        Default or Event of Default exists.

        In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

        Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.


                                      -84-

<PAGE>   92

        Section 11.05.Releases of Note Guarantees. (a) In the event of a sale or
other disposition of all of the assets of any Guarantor, by way of merger,
consolidation, liquidation, dissolution or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions) a
Restricted Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the capital stock of such Guarantor) or the corporation acquiring the
property (in the event of a sale or other disposition of all or substantially
all of the assets of such Guarantor) will be released and relieved of any
obligations under its Note Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee shall execute any documents
reasonably required and requested of it in writing in order to evidence the
release of any Guarantor from its obligations under its Note Guarantee.

        (b) Upon the designation of a Restricted Subsidiary to become an
Unrestricted Subsidiary otherwise in compliance with this Indenture, such
Guarantor will be deemed released from its obligations under its Note Guarantee;
provided, however, that any such termination shall occur only to the extent that
all obligations of such Guarantor under all of its guarantees of, and under all
of its pledges of assets or other security interests which secure, any
Indebtedness of the Company or any other Restricted Subsidiary shall also
terminate upon such release, sale or transfer.

        (c) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                   ARTICLE 12.

                                   [reserved]


                                   ARTICLE 13.
                           satisfaction and discharge

        Section 13.01.Satisfaction and Discharge. This Indenture will be
discharged and will cease to be of further effect as to all Notes issued
hereunder, when:

        (a) either:

                      (i) all Notes issued under the Indenture and theretofore
               authenticated and delivered (except lost, stolen or destroyed
               Notes which have been replaced or paid and Notes for whose
               payment funds have been deposited in trust by the Company and
               thereafter repaid to the Company or discharged from such trust)
               have been delivered to the Trustee for cancellation; or


                                      -85-

<PAGE>   93

                      (ii) all Notes issued under the Indenture and not
               theretofore delivered to the Trustee for cancellation;

                           (A) have become due and payable or

                           (B) will become due and payable at their Stated
                      Maturity or pursuant to an optional redemption within one
                      year, and either the Company or any Guarantor has
                      irrevocably deposited or caused to be deposited with the
                      Trustee funds in an amount sufficient to pay and discharge
                      the entire Indebtedness in respect of the Notes, for
                      principal of, premium and interest to the date of
                      redemption or Stated Maturity, as the case may be;

        (b) the Company or any Guarantor has paid all other sums payable by the
Company and any Guarantor under the Indenture;

        (c) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that all conditions precedent to the
satisfaction and discharge of the Indenture, as specified therein, have been
complied with and that such satisfaction and discharge will not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company or any Guarantor is
a party or by which it is bound; and

        (d) the Company has delivered irrevocable instructions to the Trustee
under this Indenture to apply the deposited money toward the payment of the
Notes at Stated Maturity or the redemption date, as the case may be.

        Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (ii)(B)
of clause (a) of this Section, the provisions of Section 7.07, Section 11.02 and
Section 8.06 shall survive.

        Section 13.02.Application of Trust Money. Subject to the provisions of
Section 8.06, all money deposited with the Trustee pursuant to Section 13.01
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.

        If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 13.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 13.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.


                                      -86-

<PAGE>   94

                                   ARTICLE 14.
                                  MISCELLANEOUS

        Section 14.01.Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA
Section 318(c), the imposed duties shall control.

        Section 14.02.Notices. Any notice or communication by the Company, any
Guarantor or the Trustee to the others is duly given if in writing and delivered
in Person or mailed by first class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, to the others' address:

        If to the Company and/or any Guarantor:

               Fleming Companies, Inc.
               1945 Lakepointe Drive
               Lewisville, Texas 75029
               Telecopier No.:  (972) 906-1555
               Attention:  Chief Financial Officer

        With a copy to:

               Latham & Watkins
               505 Montgomery Street, 19th Floor
               San Francisco, CA  94111
               Telecopier No.:  (415) 395-8095
               Attention:  Tracy Edmonson, Esq.

        If to the Trustee:

               Bankers Trust Company
               Corporate Trust and Agency Services
               Four Albany Street - 10th Floor
               New York, NY 10006
               Telecopier No.:  (212) 250-6961
               Attention: Tara Netherton

        The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

        All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.


                                      -87-

<PAGE>   95
        Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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

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

        Section 14.03. Communication by Holders of Notes with Other Holders of
Notes. Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

        Section 14.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

               (a) an Officers' Certificate in form and substance reasonably
        satisfactory to the Trustee (which shall include the statements set
        forth in Section 14.05 hereof) stating that, in the opinion of the
        signers, all conditions precedent and covenants, if any, provided for in
        this Indenture relating to the proposed action have been satisfied; and

               (b) an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee (which shall include the statements set
        forth in Section 14.05 hereof) stating that, in the opinion of such
        counsel, all such conditions precedent and covenants have been
        satisfied.

        Section 14.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and shall include:

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

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

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


                                      -88-

<PAGE>   96


               (d) a statement as to whether or not, in the opinion of such
        Person, such condition or covenant has been satisfied.

        Section 14.06.Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

        Section 14.07.No Personal Liability of Directors, Officers, Employees
and Stockholders. No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, shall have
any liability for any obligations of the Company or such Guarantor under the
Notes, the Note Guarantees, this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

        Section 14.08.Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

        Section 14.09.No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

        Section 14.10.Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors. All agreements of each Guarantor in
this Indenture shall bind its successors, except as otherwise provided in
Section 11.05.

        Section 14.11.Severability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

        Section 14.12.Counterpart Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

        Section 14.13.Table of Contents, Headings, etc. The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                         [Signatures on following page]


                                      -89-

<PAGE>   97

                                   SIGNATURES


Dated as of March 15, 2001

                                      FLEMING COMPANIES, INC.


                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Senior Vice President,
                                             General Counsel and Secretary


                                      ABCO FOOD GROUP, INC., as Guarantor

                                      By:     /s/ Louis F. Moore
                                             -----------------------------------
                                             Name:  Louis F. Moore
                                             Title: Secretary


                                      ABCO MARKETS, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      ABCO REALTY CORP., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      AG, L.L.C., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      AMERICAN LOGISTICS GROUP, INC.,
                                      as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      -90-

<PAGE>   98

                                      BAKER'S FOOD GROUP, INC., as Guarantor

                                      By:    /s/ Louis F. Moore
                                             -----------------------------------
                                             Name:  Louis F. Moore
                                             Title: Secretary


                                      DUNIGAN FUELS, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      FAVAR CONCEPTS, LTD., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      FLEMING FOODS MANAGEMENT CO., L.L.C.,
                                      as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      FLEMING FOODS OF TEXAS, L.P., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      FLEMING INTERNATIONAL LTD., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      FLEMING SUPERMARKETS OF FLORIDA, INC.

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------


                                      -91-

<PAGE>   99

                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      FLEMING TRANSPORTATION SERVICE, INC.,
                                      as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      FLEMING WHOLESALE, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      FUELSERV, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      GATEWAY INSURANCE AGENCY, INC.,
                                      as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      LAS, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      PIGGLY WIGGLY COMPANY, as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      -92-

<PAGE>   100

                                      PROGRESSIVE REALTY, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      RAINBOW FOOD GROUP, INC., as Guarantor

                                      By:    /s/ Louis F. Moore
                                             -----------------------------------
                                             Name:  Louis F. Moore
                                             Title: Secretary


                                      RETAIL INVESTMENTS, INC., as Guarantor

                                      By:    /s/ Louis F. Moore
                                             -----------------------------------
                                             Name:  Louis F. Moore
                                             Title: Secretary


                                      RETAIL SUPERMARKETS, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      RFS MARKETING SERVICES, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      RICHMAR FOODS, INC., as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      -93-

<PAGE>   101

                                      SCRIVNER TRANSPORTATION, INC.,
                                      as Guarantor

                                      By:    /s/ Carlos M. Hernandez
                                             -----------------------------------
                                             Name:  Carlos M. Hernandez
                                             Title: Secretary


                                      BANKERS TRUST COMPANY, not in its
                                      individual capacity, but solely as Trustee

                                      By:    /s/ Wanda Camacho
                                             -----------------------------------
                                             Name:  Wanda Camacho
                                             Title: Vice President


                                      -94-

<PAGE>   102

                                                                       EXHIBIT A

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                          10 1/8% Senior Notes due 2008

No. ___                                                             $___________

                             FLEMING COMPANIES, INC.

promises to pay to _____________________________________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on April 1, 2008.

Interest Payment Dates:  April 1 and October 1

Record Dates:  March 15 and September 15

Dated:  March 15, 2001

                                          FLEMING COMPANIES, INC.


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



This is one of the Notes referred to
in the within-mentioned Indenture:

BANKERS TRUST COMPANY,
  as Trustee

By:
   ------------------------------------
           Authorized Signatory

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


                                      A-1

<PAGE>   103

                                 [Back of Note]
                          10 1/8% Senior Notes due 2008

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

        Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

        1. INTEREST. Fleming Companies, Inc., an Oklahoma corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 10
1/8% per annum from March 15, 2001 until maturity. The Company will pay interest
semi-annually in arrears on April 1 and October 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be October 1, 2001. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate 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. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the March 15 or September 15 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium, if any, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, and premium, if any, on,
all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment
shall be in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts. The Company
reserves the right to pay interest to Holders of Notes by check mailed to such
Holders at their registered addresses or by wire transfer to Holders of at least
$5 million aggregate principal amount of Notes.

        3. PAYING AGENT AND REGISTRAR. Initially, Bankers Trust Company, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Company
may change any Paying Agent or


                                      A-2

<PAGE>   104

Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.

        4. INDENTURE. The Company issued the Notes under an Indenture dated as
of March 15, 2001 ("Indenture") among the Company, the Guarantors named therein
and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the indenture shall
govern and be controlling. The Notes are obligations of the Company limited to
$550 million in aggregate principal amount, of which the Company is issuing $355
million in aggregate principal amount on the Issue Date.

        5. OPTIONAL REDEMPTION.

        Optional Redemption. (a) Except as described below, the Notes are not
redeemable before April 1, 2005. Thereafter, the Company may redeem the Notes at
its option, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve month period commencing
on April 1 of the year set forth below.

<TABLE>
<CAPTION>

                               YEAR                      PERCENTAGE
                               ----                      ----------
                  <S>                                    <C>
                  2005.........................            105.063%
                  2006.........................            102.531%
                  2007 and thereafter..........            100.000%
</TABLE>

        In addition, the Company must pay all accrued and unpaid interest on the
Notes redeemed.

        (b) Notwithstanding the foregoing, up to 35% of the initial aggregate
principal amount of the Notes may be redeemed on or prior to April 1, 2004, at
the option of the Company, within 90 days of an Equity Offering with the net
proceeds of such offering at a redemption price equal to 110.125% of the
principal amount thereof, together with accrued and unpaid interest, if any, to
the date of redemption (subject to the right of holders of record on relevant
record dates to receive interest due on relevant interest payment dates);
provided, that after giving effect to such redemption at least 65% of the Notes
originally issued under the Indenture remains outstanding.

        6. MANDATORY REDEMPTION.

        Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.

        7. REPURCHASE AT OPTION OF HOLDER.


                                      A-3

<PAGE>   105

        (a) Upon the occurrence of a Change of Control, the Company will be
required to offer to purchase all of the outstanding Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, thereon to the date of repurchase.

        (b) The Company is, subject to certain conditions, obligated to make an
offer to purchase the Notes at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

        8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

        9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company and the Trustee may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

        10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

        11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with
the written consent of the Holders of at least a majority in principal amount of
the then outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture, the Note Guarantees or the Notes
may be waived with the written consent of the Holders of a majority in principal
amount of the then outstanding Notes voting as a single class. Without the
consent of any Holder of a Note, the Indenture, the Note Guarantees or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or Guarantor's obligations
to Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect in any material respects the rights under the
Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, or to allow any Guarantor to execute a supplemental indenture to
the Indenture and/or a Note Guarantee with respect to the Notes, or to evidence
and provide for the acceptance of appointment under the Indeture of a successor
Trustee.


                                      A-4

<PAGE>   106

        12. DEFAULTS AND REMEDIES. Events of Default are set forth in the
Indenture. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in
writing in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by written notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

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

        14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

        15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

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

        17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 15, 2001, between the Company and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

        18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to


                                      A-5

<PAGE>   107

Holders. No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.


                                      A-6

<PAGE>   108

        The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75029
Attention:  Investor Relations


                                      A-7

<PAGE>   109

                                 ASSIGNMENT FORM

        To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                               (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

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

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

Date:  _______________
                                    Your Signature: ____________________________
                                       (Sign exactly as your name appears on the
                                    face of this Note)

Signature Guarantee*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-8

<PAGE>   110

                       OPTION OF HOLDER TO ELECT PURCHASE

        If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

                     [ ] Section 4.10      [ ] Section 4.14

        If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                $_______________

Date:   _______________

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

                                    Tax Identification No.:_____________________

Signature Guarantee*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-9

<PAGE>   111

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

        The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

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

</TABLE>


                                      A-10

<PAGE>   112

                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER


Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75029

[Registrar address block]

        Re:    10 1/8% Senior Notes due 2008

        Reference is hereby made to the Indenture, dated as of March 15, 2001
(the "Indenture"), among Fleming Companies, Inc., an Oklahoma corporation, as
issuer (the "Company"), the Guarantors named therein and Bankers Trust Company,
as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

        ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

        1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

        2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States


                                      B-1

<PAGE>   113

or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

        3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

               (a) [ ] such Transfer is being effected pursuant to and in
        accordance with Rule 144 under the Securities Act;

                                       or

               (b) [ ] such Transfer is being effected to the Company or a
        subsidiary thereof;

                                       or

               (c) [ ] such Transfer is being effected pursuant to an effective
        registration statement under the Securities Act and in compliance with
        the prospectus delivery requirements of the Securities Act;

                                       or

               (d) [ ] such Transfer is being effected to an Institutional
        Accredited Investor and pursuant to an exemption from the registration
        requirements of the Securities Act other than Rule 144A, Rule 144 or
        Rule 904, and the Transferor hereby further certifies that it has not
        engaged in any general solicitation within the meaning of Regulation D
        under the Securities Act and the Transfer complies with the transfer
        restrictions applicable to beneficial interests in a Restricted Global
        Note or Restricted Definitive Notes and the requirements of the
        exemption claimed, which certification is supported by (1) a certificate
        executed by the Transferee in the form of Exhibit D to the Indenture and
        (2) if such Transfer is in respect of a principal amount of Notes at the
        time of transfer of less than $250,000, an Opinion of Coun-


                                      B-2

<PAGE>   114

        sel provided by the Transferor or the Transferee (a copy of which the
        Transferor has attached to this certification), to the effect that such
        Transfer is in compliance with the Securities Act. Upon consummation of
        the proposed transfer in accordance with the terms of the Indenture, the
        transferred beneficial interest or Definitive Note will be subject to
        the restrictions on transfer enumerated in the Private Placement Legend
        printed on the IAI Global Note and/or the Definitive Notes and in the
        Indenture and the Securities Act.

        4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

               (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
        Transfer is being effected pursuant to and in accordance with Rule 144
        under the Securities Act and in compliance with the transfer
        restrictions contained in the Indenture and any applicable blue sky
        securities laws of any state of the United States and (ii) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act. Upon consummation of the proposed Transfer in
        accordance with the terms of the Indenture, the transferred beneficial
        interest or Definitive Note will no longer be subject to the
        restrictions on transfer enumerated in the Private Placement Legend
        printed on the Restricted Global Notes, on Restricted Definitive Notes
        and in the Indenture.

               (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
        Transfer is being effected pursuant to and in accordance with Rule 903
        or Rule 904 under the Securities Act and in compliance with the transfer
        restrictions contained in the Indenture and any applicable blue sky
        securities laws of any state of the United States and (ii) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act. Upon consummation of the proposed Transfer in
        accordance with the terms of the Indenture, the transferred beneficial
        interest or Definitive Note will no longer be subject to the
        restrictions on transfer enumerated in the Private Placement Legend
        printed on the Restricted Global Notes, on Restricted Definitive Notes
        and in the Indenture.

               (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
        Transfer is being effected pursuant to and in compliance with an
        exemption from the registration requirements of the Securities Act other
        than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
        restrictions contained in the Indenture and any applicable blue sky
        securities laws of any State of the United States and (ii) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act. Upon consummation of the proposed Transfer in
        accordance with the terms of the Indenture, the transferred beneficial
        interest or Definitive Note will not be subject to the restrictions on
        transfer enumerated in the Private Placement Legend printed on the
        Restricted Global Notes or Restricted Definitive Notes and in the
        Indenture.


                                      B-3

<PAGE>   115

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       [Insert Name of Transferor]


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

Dated:
      -------------------------


                                      B-4

<PAGE>   116

                       ANNEX A TO CERTIFICATE OF TRANSFER

        1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

           (a) [ ] a beneficial interest in the:

                      (i)  [ ] 144A Global Note (CUSIP _________), or

                      (ii) [ ] Regulation S Global Note (CUSIP _________), or

                      (iii)[ ] IAI Global Note (CUSIP _________); or

           (b)  [ ] a Restricted Definitive Note.

        2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

            (a) [ ] a beneficial interest in the:

                      (i)   [ ] 144A Global Note (CUSIP _________), or

                      (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                      (iii) [ ] IAI Global Note (CUSIP _________); or

                      (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

            (b) [ ] a Restricted Definitive Note; or

            (c) [ ] an Unrestricted Definitive Note,

            in accordance with the terms of the Indenture.


                                      B-5

<PAGE>   117

                                                                       EXHIBIT C


                         FORM OF CERTIFICATE OF EXCHANGE


Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75029

[Registrar address block]

        Re:    10 1/8% Senior Notes due 2008

                              (CUSIP ____________)

        Reference is hereby made to the Indenture, dated as of March 15, 2001
(the "Indenture"), among Fleming Companies, Inc., an Oklahoma corporation, as
issuer (the "Company"), the Guarantors named therein and Bankers Trust Company,
as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

        __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

        1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

               (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
        RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
        NOTE. In connection with the Exchange of the Owner's beneficial interest
        in a Restricted Global Note for a beneficial interest in an Unrestricted
        Global Note in an equal principal amount, the Owner hereby certifies (i)
        the beneficial interest is being acquired for the Owner's own account
        without transfer, (ii) such Exchange has been effected in compliance
        with the transfer restrictions applicable to the Global Notes and
        pursuant to and in accordance with the United States Securities Act of
        1933, as amended (the "Securities Act"), (iii) the restrictions on
        transfer contained in the Indenture and the Private Placement Legend are
        not required in order to maintain compliance with the Securities Act and
        (iv) the beneficial interest in an Unrestricted Global Note is being
        acquired in compliance with any applicable blue sky securities laws of
        any state of the United States.

               (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
        RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection
        with the Exchange of the Owner's beneficial interest in a Restricted
        Global Note for an Unrestricted Definitive Note, the Owner hereby
        certifies (i) the Definitive Note is being acquired for the Owner's own
        account without trans-


                                      C-1

<PAGE>   118

        fer, (ii) such Exchange has been effected in compliance with the
        transfer restrictions applicable to the Restricted Global Notes and
        pursuant to and in accordance with the Securities Act, (iii) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act and (iv) the Definitive Note is being acquired in
        compliance with any applicable blue sky securities laws of any state of
        the United States.

               (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
        BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
        the Owner's Exchange of a Restricted Definitive Note for a beneficial
        interest in an Unrestricted Global Note, the Owner hereby certifies (i)
        the beneficial interest is being acquired for the Owner's own account
        without transfer, (ii) such Exchange has been effected in compliance
        with the transfer restrictions applicable to Restricted Definitive Notes
        and pursuant to and in accordance with the Securities Act, (iii) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act and (iv) the beneficial interest is being acquired in
        compliance with any applicable blue sky securities laws of any state of
        the United States.

               (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
        UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of
        a Restricted Definitive Note for an Unrestricted Definitive Note, the
        Owner hereby certifies (i) the Unrestricted Definitive Note is being
        acquired for the Owner's own account without transfer, (ii) such
        Exchange has been effected in compliance with the transfer restrictions
        applicable to Restricted Definitive Notes and pursuant to and in
        accordance with the Securities Act, (iii) the restrictions on transfer
        contained in the Indenture and the Private Placement Legend are not
        required in order to maintain compliance with the Securities Act and
        (iv) the Unrestricted Definitive Note is being acquired in compliance
        with any applicable blue sky securities laws of any state of the United
        States.

        2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

               (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
        RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with
        the Exchange of the Owner's beneficial interest in a Restricted Global
        Note for a Restricted Definitive Note with an equal principal amount,
        the Owner hereby certifies that the Restricted Definitive Note is being
        acquired for the Owner's own account without transfer. Upon consummation
        of the proposed Exchange in accordance with the terms of the Indenture,
        the Restricted Definitive Note issued will continue to be subject to the
        restrictions on transfer enumerated in the Private Placement Legend
        printed on the Restricted Definitive Note and in the Indenture and the
        Securities Act.

               (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
        BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
        Exchange of the Owner's Restricted Definitive Note for a beneficial
        interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note,
        IAI Global Note with an equal principal amount, the Owner hereby


                                      C-2

<PAGE>   119

        certifies (i) the beneficial interest is being acquired for the Owner's
        own account without transfer and (ii) such Exchange has been effected in
        compliance with the transfer restrictions applicable to the Restricted
        Global Notes and pursuant to and in accordance with the Securities Act,
        and in compliance with any applicable blue sky securities laws of any
        state of the United States. Upon consummation of the proposed Exchange
        in accordance with the terms of the Indenture, the beneficial interest
        issued will be subject to the restrictions on transfer enumerated in the
        Private Placement Legend printed on the relevant Restricted Global Note
        and in the Indenture and the Securities Act.


                                      C-3
<PAGE>   120

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ----------------------------------------
                                               [Insert Name of Transferor]


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

Dated:
      -------------------


                                      C-4

<PAGE>   121

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75029

[Registrar address block]

        Re:    10 1/8% Senior Notes due 2008

        Reference is hereby made to the Indenture, dated as of March 15, 2001
(the "Indenture"), among Fleming Companies, Inc., an Oklahoma corporation, as
issuer (the "Company"), the Guarantors named therein and Bankers Trust Company,
as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

        In connection with our proposed purchase of $____________ aggregate
principal amount of:

        (a) [ ] a beneficial interest in a Global Note, or

        (b) [ ] a Definitive Note,

        we confirm that:

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

        2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule


                                      D-1

<PAGE>   122

144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

        3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.

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

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

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

                                        ----------------------------------------
                                          [Insert Name of Accredited Investor]


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

Dated:
      ----------------------


                                      D-2

<PAGE>   123

                                                                       EXHIBIT E


                          FORM OF NOTATION OF GUARANTEE

        For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 15, 2001 (the "Indenture") among
Fleming Companies, Inc., an Oklahoma corporation (the "Company"), the Guarantors
listed on the signature pages thereto and Bankers Trust Company, as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium, if
any, and interest on the Notes (as defined in the Indenture), whether at
maturity, by acceleration, redemption or otherwise, the due and punctual payment
of interest on overdue principal and premium, and, to the extent permitted by
law, interest, and the due and punctual performance of all other obligations of
the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee.

                                     [NAME OF GUARANTOR(S)]


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


                                      E-1

<PAGE>   124

                                                                       EXHIBIT F


                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

        SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Fleming Companies, Inc. (or its permitted successor), an Oklahoma
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and Bankers Trust Company, as trustee under
the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

        WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 15, 2001 providing for
the issuance of an aggregate principal amount of up to $550 million of 10 1/8%
Senior Notes due 2008 (the "Notes");

        WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

        WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

        NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

        1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

        2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

               (a) Along with all Guarantors named in the Indenture, to jointly
        and severally Guarantee to each Holder of a Note authenticated and
        delivered by the Trustee and to the Trustee and its successors and
        assigns, the Notes or the obligations of the Company hereunder or
        thereunder, that:

                      (i) the principal of and interest on the Notes will be
               promptly paid in full when due, whether at maturity, by
               acceleration, redemption or otherwise, and interest on the
               overdue principal of and interest on the Notes, if any, if
               lawful, and all other obligations of the Company to the Holders
               or the Trustee hereunder or thereunder will


                                      F-1

<PAGE>   125

               be promptly paid in full or performed, all in accordance with the
               terms hereof and thereof; and

                      (ii) in case of any extension of time of payment or
               renewal of any Notes or any of such other obligations, that same
               will be promptly paid in full when due or performed in accordance
               with the terms of the extension or renewal, whether at stated
               maturity, by acceleration or otherwise. Failing payment when due
               of any amount so guaranteed or any performance so guaranteed for
               whatever reason, the Guarantors shall be jointly and severally
               obligated to pay the same immediately.

               (b) The obligations hereunder shall be unconditional,
        irrespective of the validity, regularity or enforceability of the Notes
        or the Indenture, the absence of any action to enforce the same, any
        waiver or consent by any Holder of the Notes with respect to any
        provisions hereof or thereof, the recovery of any judgment against the
        Company, any action to enforce the same or any other circumstance which
        might otherwise constitute a legal or equitable discharge or defense of
        a guarantor.

               (c) The following is hereby waived: diligence presentment, demand
        of payment, filing of claims with a court in the event of insolvency or
        bankruptcy of the Company, any right to require a proceeding first
        against the Company, protest, notice and all demands whatsoever.

               (d) This Note Guarantee shall not be discharged except by
        complete performance of the obligations contained in the Notes and the
        Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
        Guarantor under the Indenture.

               (e) If any Holder or the Trustee is required by any court or
        otherwise to return to the Company, the Guarantors, or any Custodian,
        Trustee, liquidator or other similar official acting in relation to
        either the Company or the Guarantors, any amount paid by either to the
        Trustee or such Holder, this Note Guarantee, to the extent theretofore
        discharged, shall be reinstated in full force and effect.

               (f) The Guaranteeing Subsidiary shall not be entitled to any
        right of subrogation in relation to the Holders in respect of any
        obligations guaranteed hereby until payment in full of all obligations
        guaranteed hereby.

               (g) As between the Guarantors, on the one hand, and the Holders
        and the Trustee, on the other hand, (x) the maturity of the obligations
        guaranteed hereby may be accelerated as provided in Article 6 of the
        Indenture for the purposes of this Note Guarantee, notwithstanding any
        stay, injunction or other prohibition preventing such acceleration in
        respect of the obligations guaranteed hereby, and (y) in the event of
        any declaration of acceleration of such obligations as provided in
        Article 6 of the Indenture, such obligations (whether or not due and
        payable) shall forthwith become due and payable by the Guarantors for
        the purpose of this Note Guarantee.


                                      F-2

<PAGE>   126


               (h) The Guarantors shall have the right to seek contribution from
        any non-paying Guarantor so long as the exercise of such right does not
        impair the rights of the Holders under the Guarantee.

               (i) Pursuant to Section 11.02 of the Indenture, after giving
        effect to any maximum amount and any other contingent and fixed
        liabilities that are relevant under any applicable Bankruptcy or
        fraudulent conveyance laws, and after giving effect to any collections
        from, rights to receive contribution from or payments made by or on
        behalf of any other Guarantor in respect of the obligations of such
        other Guarantor under Article 11 of the Indenture, this new Note
        Guarantee shall be limited to the maximum amount permissible such that
        the obligations of such Guarantor under this Note Guarantee will not
        constitute a fraudulent transfer or conveyance.

        3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

        4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

               (a) The Guaranteeing Subsidiary may not consolidate with or merge
        with or into (whether or not such Guarantor is the surviving Person)
        another corporation, Person or entity whether or not affiliated with
        such Guarantor unless:

                      (i) subject to Sections 11.04 and 11.05 of the Indenture,
               the Person formed by or surviving any such consolidation or
               merger (if other than a Guarantor or the Company) unconditionally
               assumes all the obligations of such Guarantor, pursuant to a
               supplemental indenture in form and substance reasonably
               satisfactory to the Trustee, under the Notes, the Indenture and
               the Note Guarantee on the terms set forth herein or therein; and

                      (ii) immediately after giving effect to such transaction,
               no Default or Event of Default exists.

               (b) In case of any such consolidation, merger, sale or conveyance
        and upon the assumption by the successor corporation, by supplemental
        indenture, executed and delivered to the Trustee and satisfactory in
        form to the Trustee, of the Note Guarantee endorsed upon the Notes and
        the due and punctual performance of all of the covenants and conditions
        of the Indenture to be performed by the Guarantor, such successor
        corporation shall succeed to and be substituted for the Guarantor with
        the same effect as if it had been named herein as a Guarantor. Such
        successor corporation thereupon may cause to be signed any or all of the
        Note Guarantees to be endorsed upon all of the Notes issuable hereunder
        which theretofore shall not have been signed by the Company and
        delivered to the Trustee. All the Note Guarantees so issued shall in all
        respects have the same legal rank and benefit under the Indenture as the
        Note Guarantees theretofore and thereafter issued in accordance with the
        terms of the


                                      F-3

<PAGE>   127

        Indenture as though all of such Note Guarantees had been issued at the
        date of the execution hereof.

               (c) Except as set forth in Articles 4 and 5 and Section 11.05 of
        Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
        above, nothing contained in the Indenture or in any of the Notes shall
        prevent any consolidation or merger of a Guarantor with or into the
        Company or another Guarantor, or shall prevent any sale or conveyance of
        the property of a Guarantor as an entirety or substantially as an
        entirety to the Company or another Guarantor.

        5. RELEASES.

               (a) In the event of a sale or other disposition of all of the
        assets of any Guarantor, by way of merger, consolidation, liquidation,
        dissolution or otherwise, or a sale or other disposition of all to the
        capital stock of any Guarantor, in each case to a Person that is not
        (either before or after giving effect to such transaction) a Restricted
        Subsidiary of the Company, then such Guarantor (in the event of a sale
        or other disposition, by way of merger, consolidation, liquidation,
        dissolution or otherwise, of all of the capital stock of such Guarantor)
        or the corporation acquiring the property (in the event of a sale or
        other disposition of all or substantially all of the assets of such
        Guarantor) will be released and relieved of any obligations under its
        Note Guarantee; provided that the Net Proceeds of such sale or other
        disposition are applied in accordance with the applicable provisions of
        the Indenture, including without limitation Section 4.10 of the
        Indenture. Upon delivery by the Company to the Trustee of an Officers'
        Certificate and an Opinion of Counsel to the effect that such sale or
        other disposition was made by the Company in accordance with the
        provisions of the Indenture, including without limitation Section 4.10
        of the Indenture, the Trustee shall execute any documents reasonably
        required in order to evidence the release of any Guarantor from its
        obligations under its Note Guarantee.

               (b) Any Guarantor not released from its obligations under its
        Note Guarantee shall remain liable for the full amount of principal of
        and interest on the Notes and for the other obligations of any Guarantor
        under the Indenture as provided in Article 11 of the Indenture.

        6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. 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.

        7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL IN-


                                      F-4

<PAGE>   128

DENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

        8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

        9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

        10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                      F-5

<PAGE>   129

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

Dated:  _______________, ____

                                            [GUARANTEEING SUBSIDIARY]


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


                                            FLEMING COMPANIES, INC.

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


                                            BANKERS TRUST COMPANY,
                                              not in its individual capacity but
                                              solely as Trustee


                                            By:
                                               ---------------------------------
                                               Authorized Signatory



                                      F-6