<PAGE>

                                                                     Exhibit 4.1






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


                          CONSTELLATION BRANDS, INC.,

                                  as Issuer,
                                     ------

                          the Guarantors named herein

                                      and

                          BNY MIDWEST TRUST COMPANY,

                                  as Trustee
                                     -------

                             _____________________


                                   Indenture

                         Dated as of February 21, 2001


                             _____________________




                      8% Senior Notes due 2008, Series A

                      8% Senior Notes due 2008, Series B


================================================================================
<PAGE>

                             CROSS-REFERENCE TABLE


  TIA                                                       Indenture
Section                                                      Section
-------                                                      -------

310(a)(1)...................................................   7.10
   (a)(2)...................................................   7.10
   (a)(3)...................................................   N.A.
   (a)(4)...................................................   N.A.
   (b)......................................................   7.08; 7.10; 11.02
   (b)(1)...................................................   7.10
   (b)(9)...................................................   7.10
   (c)......................................................   N.A.
311(a)......................................................   7.11
   (b)......................................................   7.11
   (c)......................................................   N.A.
312(a)......................................................   2.06
   (b)......................................................   11.03
   (c)......................................................   11.03
313(a)......................................................   7.06
   (b)(1)...................................................   7.06
   (b)(2)...................................................   7.06
   (c)......................................................   7.06; 11.02
   (d)......................................................   7.06
314(a)......................................................   4.02; 4.07; 11.02
   (b)......................................................   N.A.
   (c)(1)...................................................   11.04; 11.05
   (c)(2)...................................................   11.04; 11.05
   (c)(3)...................................................   N.A.
   (d)......................................................   N.A.
   (e)......................................................   11.05
   (f)......................................................   N.A.
315(a)......................................................   7.01; 7.02
   (b)......................................................   7.05; 11.02
   (c)......................................................   7.01
   (d)......................................................   6.04; 7.01; 7.02
   (e)......................................................   6.10
316(a) (last sentence)......................................   2.10
   (a)(1)(A)................................................   6.04
   (a)(1)(B)................................................   6.03
   (a)(2)...................................................   8.02
   (b)......................................................   6.06
   (c)......................................................   8.04
317(a)(1)...................................................   6.06
   (a)(2)...................................................   6.08
   (b)......................................................   2.05
318(a)......................................................   11.01

                           N.A. means Not Applicable

                                      -i-
<PAGE>

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

                                     -ii-
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                                                                          <C>
Section 1.01.    Definitions................................................   1
Section 1.02.    Incorporation by Reference of Trust Indenture Act..........  14
Section 1.03.    Rules of Construction......................................  14

                                   ARTICLE 2

                                   THE NOTES

Section 2.01.    Form and Dating............................................  15
Section 2.02.    Execution and Authentication...............................  16
Section 2.03.    Registrar and Paying Agents................................  16
Section 2.04.    Holders to Be Treated as Owners; Payments of Interest......  17
Section 2.05.    Paying Agent to Hold Money in Trust........................  18
Section 2.06.    Holder Lists...............................................  18
Section 2.07.    Transfer and Exchange; Book-Entry Provisions...............  18
Section 2.08.    Replacement Notes..........................................  23
Section 2.09.    Outstanding Notes..........................................  24
Section 2.10.    Treasury Notes.............................................  24
Section 2.11.    Temporary Notes............................................  24
Section 2.12.    Cancellation...............................................  24
Section 2.13.    Defaulted Interest.........................................  25
Section 2.14.    CUSIP and ISIN Number; Common Code.........................  25
Section 2.15.    Deposit of Moneys; Payments by Paying Agent................  25
Section 2.16.    Restrictive Legends........................................  26

                                   ARTICLE 3

                                   REDEMPTION

Section 3.01.    Notices to Trustee.........................................  26
Section 3.02.    Selection of Notes to Be Redeemed..........................  27
Section 3.03.    Notice of Redemption.......................................  27
Section 3.04.    Effect of Notice of Redemption.............................  27
Section 3.05.    Deposit of Redemption Price................................  28
Section 3.06.    Notes Redeemed in Part.....................................  28
Section 3.07.    Optional Redemption........................................  28

                                   ARTICLE 4

                                   COVENANTS

Section 4.01.    Payment of Notes...........................................  28
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                         <C>
Section 4.02.    Provision of Financial Statements.........................................................  29
Section 4.03.    Waiver of Stay, Extension or Usury Laws...................................................  29
Section 4.04.    Statement by Officers.....................................................................  29
Section 4.05.    Corporate Existence.......................................................................  30
Section 4.06.    Maintenance of Office or Agency...........................................................  30
Section 4.07.    Compliance with Laws......................................................................  30
Section 4.08.    Maintenance of Properties and Insurance...................................................  30
Section 4.09.    Payment of Taxes and Other Claims.........................................................  30
Section 4.10.    Limitation on Indebtedness................................................................  31
Section 4.11.    Limitation on Restricted Payments.........................................................  32
Section 4.12.    Limitation on Transactions with Affiliates................................................  35
Section 4.13.    Limitations on Liens......................................................................  35
Section 4.14.    Limitation on Sale of Assets..............................................................  36
Section 4.15.    Limitation on Guarantees by Restricted Subsidiaries.......................................  40
Section 4.16.    Purchase of Notes upon a Change of Control................................................  41
Section 4.17.    Limitation on Restricted Subsidiary Capital Stock.........................................  43
Section 4.18.    Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries..  44
Section 4.19.    Designation of Unrestricted Subsidiaries..................................................  44
Section 4.20.    [Intentionally omitted]...................................................................  45
Section 4.21.    Waiver of Certain Covenants...............................................................  45
Section 4.22.    Limitation of Applicability of Certain Covenants if Notes Rated Investment Grade..........  45

                                         ARTICLE 5

                                   SUCCESSOR CORPORATION

Section 5.01.    Company or Any Guarantor May Consolidate, etc., Only on Certain Terms.....................  45
Section 5.02.    Successor Substituted.....................................................................  47

                                         ARTICLE 6

                                   DEFAULTS AND REMEDIES

Section 6.01.    Events of Default.........................................................................  48
Section 6.02.    Acceleration of Maturity; Rescission and Annulment........................................  49
Section 6.03.    Waiver of Past Defaults and Events of Default.............................................  50
Section 6.04.    Control by Majority.......................................................................  50
Section 6.05.    Limitation on Suits.......................................................................  51
Section 6.06.    Rights of Holders to Receive Payment......................................................  51
Section 6.07.    Collection Suit by Trustee................................................................  51
Section 6.08.    Trustee May File Proofs of Claim..........................................................  52
Section 6.09.    Priorities................................................................................  52
Section 6.10.    Undertaking for Costs.....................................................................  52
</TABLE>

                                     -iv-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
                                                           ARTICLE 7

                                                            TRUSTEE

<S>                                                                                                         <C>
Section 7.01.    Duties of Trustee........................................................................   53
Section 7.02.    Rights of Trustee........................................................................   54
Section 7.03.    Individual Rights of Trustee.............................................................   55
Section 7.04.    Trustee's Disclaimer.....................................................................   55
Section 7.05.    Notice of Defaults.......................................................................   55
Section 7.06.    Reports by Trustee to Holders............................................................   55
Section 7.07.    Compensation and Indemnity...............................................................   56
Section 7.08.    Replacement of Trustee...................................................................   56
Section 7.09.    Successor Trustee by Consolidation, Merger or Conversion.................................   57
Section 7.10.    Eligibility; Disqualification............................................................   57
Section 7.11.    Preferential Collection of Claims Against the Company....................................   58
Section 7.12.    Trustee's Application for Instructions from the Company..................................   58

                                                         ARTICLE 8

                                                  SUPPLEMENTAL INDENTURES

Section 8.01.    Supplemental Indentures and Agreements Without Consent of Holders........................   58
Section 8.02.    Supplemental Indentures and Agreements with Consent of Holders...........................   59
Section 8.03.    Compliance with TIA......................................................................   60
Section 8.04.    Revocation and Effect of Consents........................................................   60
Section 8.05.    Notation on or Exchange of Notes.........................................................   61
Section 8.06.    Trustee to Sign Amendments, etc..........................................................   61

                                                         ARTICLE 9

                                            DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.    Satisfaction and Discharge of Indenture..................................................   61
Section 9.02.    Application of Trust Money...............................................................   62
Section 9.03.    Termination of the Company's Obligation..................................................   62
Section 9.04.    Application of Trust Money...............................................................   64
Section 9.05.    Repayment to Company.....................................................................   64
Section 9.06.    Reinstatement............................................................................   64

                                                         ARTICLE 10

                                                         GUARANTEES

Section 10.01.    Guarantors' Guarantee...................................................................   64
Section 10.02.    Continuing Guarantee; No Right of Set-Off; Independent Obligation.......................   65
Section 10.03.    Guarantee Absolute......................................................................   65
Section 10.04.    Right to Demand Full Performance........................................................   67
</TABLE>


                                      -v-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----

<S>                                                                                                         <C>
Section 10.05.    Waivers................................................................................    67
Section 10.06.    The Guarantors Remain Obligated in Event the
                      Company Is No Longer Obligated to Discharge Indenture Obligations..................    68
Section 10.07.    Fraudulent Conveyance; Subrogation.....................................................    68
Section 10.08.    Guarantee Is Additional to Other Security..............................................    68
Section 10.09.    No Recourse Against Others.............................................................    69
Section 10.10.    No Bar to Further Actions..............................................................    69
Section 10.11.    Failure To Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies....    69
Section 10.12.    Trustee's Duties; Notice to Trustee....................................................    69
Section 10.13.    Successors and Assigns.................................................................    69
Section 10.14.    Release of Guarantee...................................................................    70
Section 10.15.    Execution of Guarantee.................................................................    70

                                                        ARTICLE 11

                                                      MISCELLANEOUS

Section 11.01.    TIA Controls...........................................................................    70
Section 11.02.    Notices................................................................................    70
Section 11.03.    Communications by Holders with Other Holders...........................................    72
Section 11.04.    Certificate and Opinion as to Conditions Precedent.....................................    72
Section 11.05.    Statements Required in Certificate and Opinion.........................................    72
Section 11.06.    Rules by Trustee and Agents............................................................    72
Section 11.07.    Business Days; Legal Holidays..........................................................    73
Section 11.08.    Governing Law..........................................................................    73
Section 11.09.    No Adverse Interpretation of Other Agreements..........................................    73
Section 11.10.    No Recourse Against Others.............................................................    73
Section 11.11.    Successors.............................................................................    74
Section 11.12.    Multiple Counterparts..................................................................    74
Section 11.13.    Table of Contents, Headings, etc.......................................................    74
Section 11.14.    Separability...........................................................................    74
Section 11.15.    Benefits of Indenture..................................................................    74

Signatures        .......................................................................................   S-1

EXHIBITS
---------

Exhibit A.        Form of Global Notes...................................................................   A-1
Exhibit B.        Form of Definitive Notes...............................................................   B-1
Exhibit C.        Form of Guarantees.....................................................................   C-1
Exhibit D         Form of Transfer Certificate...........................................................   D-1
Exhibit E.        Form of Exchange Certificate...........................................................   E-1
Exhibit F.        Form of Intercompany Note..............................................................   F-1
</TABLE>

                                     -vi-
<PAGE>

          INDENTURE, dated as of February 21, 2001, by and between CONSTELLATION
BRANDS, INC., a Delaware corporation (the "Company"), the guarantors signatory
                                           -------
hereto (the "Guarantors") and BNY MIDWEST TRUST COMPANY, an Illinois trust
             ----------
company, as trustee (the "Trustee").
                          -------

          The Company has duly authorized the creation of one or more issues of
Series A 8% Senior Notes due 2008 (the "Series A Notes") and Series B 8% Senior
                                        --------------
Notes due 2008 (the "Series B Notes") and, to provide therefor, the Company has
                     --------------
duly authorized the execution and delivery of this Indenture.  All things
necessary to make the Notes, when duly issued and executed by the Company, and
authenticated and delivered hereunder, the legal, valid and binding obligations
of the Company, and to make this Indenture a legal, valid and binding agreement
of the Company, have been done.

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders:

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.
               -----------

               "144A Global Note(s)" means one or more Note(s) in the form set
forth in Exhibit A, bearing the Private Placement Legend and sold in reliance on
         ---------
Rule 144A.

               "Acquired Indebtedness" means Indebtedness of a Person (i)
existing at the time such Person becomes a Restricted Subsidiary or (ii) assumed
in connection with the acquisition of assets from such Person, in each case,
other than Indebtedness incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary or such acquisition. Acquired
Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary.

               "Additional Interest" means any amounts required to be paid by
the Company to Holders of Restricted Notes pursuant to an effective registration
rights agreement among the Company, the Guarantors and the initial purchasers of
such Restricted Notes.

               "Additional Notes" means, subject to the Company's compliance
with Section 4.10, Series A Notes and Series B Notes issued from time to time
after February 21, 2001 under the terms of this Indenture, including, without
limitation, any Series B Notes issued in an exchange offer registered under the
Securities Act for any Series A Notes (other than Notes issued pursuant to
Sections 2.07, 2.08, 2.11, 3.06, 4.14(k) and 4.16 of this Indenture).

               "Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

               "Affiliate" means, with respect to any specified Person: (i) any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person; (ii) any other Person
that owns, directly or indirectly, 5% or more of such Person's Capital Stock or
any officer or director of any such Person or other Person or, with respect to
any natural Person, any person having a relationship with such Person by blood,
marriage or adoption not more remote than first cousin; or (iii) any other
<PAGE>

Person 10% or more of the voting Capital Stock of which is beneficially owned or
held directly or indirectly by 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 securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Applicable Procedures" means, with respect to any transfer, exchange
or other transaction involving a Global Note or beneficial interest therein, the
rules and provisions of DTC to the extent applicable to such transaction and as
in effect at the time of such transaction.

          "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or Sale and Leaseback Transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions of: (i) any
Capital Stock of any Restricted Subsidiary; (ii) all or substantially all of the
properties and assets of any division or line of business of the Company or its
Restricted Subsidiaries; or (iii) any other properties or assets of the Company
or any Restricted Subsidiary, other than in the ordinary course of business. For
the purposes of this definition, the term "Asset Sale" shall not include (x) any
transfer of properties and assets (A) that is governed by Section 5.01(a) or (B)
that is of the Company to any Restricted Subsidiary, or of any Subsidiary to the
Company or any Subsidiary in accordance with the terms of this Indenture or (y)
transfers of properties and assets in any given fiscal year with an aggregate
Fair Market Value of less than $3,000,000.

          "Asset Swap" means the execution of a definitive agreement, subject
only to customary closing conditions that the Company in good faith believes
will be satisfied, for a substantially concurrent purchase and sale, or
exchange, of Productive Assets between the Company or any of its Restricted
Subsidiaries and another Person or group of affiliated Persons; it being
understood that an Asset Swap may include a cash equalization payment made in
connection therewith provided that such cash payment, if received by the Company
or its Subsidiaries, shall be deemed to be proceeds received from an Asset Sale
and applied in accordance with Section 4.14.

          "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of (a) 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 (b) the amount of each such principal
payment by (ii) 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.

          "Book-Entry Interest" means an indirect beneficial interest in a
Global Note shown on, and transferred only through, records maintained in book-
entry form by DTC.

          "Borrowing Base" means the sum of (i) 85% of accounts receivable of
the Company and its Subsidiaries and (ii) 50% of the net book value of the
inventory of the Company and its Subsidiaries, in each case, as determined on a
consolidated basis in accordance with GAAP.

          "Business Day" means a day that, in the City of New York, is not a day
upon which banking institutions are authorized or required by law, or by
executive order issued by a governmental authority or agency regulating such
banking institutions, to close.

                                      -2-
<PAGE>

          "Capital Lease Obligation" means any obligations of the Company and
its Restricted 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,
participations or other equivalents (however designated) of such Person's
capital stock.

          "Change of Control" means the occurrence of any of the following
events: (i) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have beneficial ownership of all 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 30% of the voting power of the total outstanding Voting Stock of the
Company voting as one class, provided that the Permitted Holders "beneficially
own" (as so defined) a percentage of Voting Stock having a lesser percentage of
the voting power than such other Person and do not have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company; (ii) 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 or whose nomination for election by the shareholders 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; (iii)
the Company consolidates with or merges with or into any Person or conveys,
transfers or leases all or substantially all of its assets to any Person, or any
corporation 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
(A) the outstanding Voting Stock of the Company is changed into or exchanged for
(x) Voting Stock of the surviving corporation which is not Redeemable Capital
Stock or (y) cash, securities and other property (other than Capital Stock of
the surviving corporation) in an amount which could be paid by the Company as a
Restricted Payment in accordance with Section 4.11 (and such amount shall be
treated as a Restricted Payment subject to the provisions set forth in Section
4.11) and (B) no "person" or "group" other than Permitted Holders owns
immediately after such transaction, directly or indirectly, more than the
greater of (1) 30% of the voting power of the total outstanding Voting Stock of
the surviving corporation voting as one class and (2) the percentage of such
voting power of the surviving corporation held, directly or indirectly, by
Permitted Holders immediately after such transaction; or (iv) the Company is
liquidated or dissolved or adopts a plan of liquidation or dissolution other
than in a transaction which complies with the provisions described in Section
5.01.

          "Change of Control Offer" shall have the meaning set forth in Section
4.16(a).

          "Change of Control Purchase Date" shall have the meaning set forth in
Section 4.16(a).

          "Change of Control Purchase Price" shall have the meaning set forth in
Section 4.16(a).

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

          "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

                                      -3-
<PAGE>

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 Constellation Brands, Inc., a corporation incorporated
under the laws of Delaware, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

          "Comparable Treasury Issue" means a United States Treasury Security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed, that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

          "Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (ii) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

          "Consolidated Fixed Charge Coverage Ratio" of the Company means, for
any period, the ratio of (a) the sum of Consolidated Net Income (Loss),
Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated
Non-cash Charges deducted in computing Consolidated Net Income (Loss) in each
case, for such period, of the Company and its Restricted Subsidiaries on a
Consolidated basis, all determined in accordance with GAAP to (b) the sum of
Consolidated Interest Expense for such period and cash and non-cash dividends
paid on any Preferred Stock of the Company and its Restricted Subsidiaries
during 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, the Consolidated Interest Expense of the
Company 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, as applied to
the Company, the provision for federal, state, local and foreign income taxes of
the Company and its Restricted Subsidiaries for such period as determined in
accordance with GAAP on a Consolidated basis.

          "Consolidated Interest Expense" of the Company means, without
duplication, for any period, the sum of (a) the interest expense of the Company
and its Restricted Subsidiaries for such period, on a Consolidated basis,
including, without limitation, (i) amortization of debt discount, (ii) the net
cost under interest rate contracts (including amortization of discounts), (iii)
the interest portion of any deferred payment obligation and (iv) accrued
interest, plus (b) (i) the interest component of the Capital Lease Obligations
paid, accrued and/or scheduled to be paid or accrued by the Company and its
Restricted Subsidiaries during such period and (ii) all capitalized interest of
the Company and its Restricted Subsidiaries, in each case as determined in
accordance with GAAP on a Consolidated basis. Whenever pro forma effect is to be
given to an acquisition or disposition of assets for the purpose of calculating
the Consolidated Fixed Charge Coverage Ratio, the amount of Consolidated
Interest Expense associated with any Indebtedness Incurred in connection with
such acquisition or disposition of assets shall be calculated on a pro forma
basis in accordance with Regulation S-X under the Securities Act, as in effect
on the date of such calculation.

                                      -4-
<PAGE>

          "Consolidated Net Income (Loss)" of the Company means, for any period,
the Consolidated net income (or loss) of the Company and its Restricted
Subsidiaries for such period as determined in accordance with GAAP on a
Consolidated basis, adjusted, to the extent included in calculating such net
income (loss), by excluding, without duplication:  (i) all extraordinary gains
or losses (less all fees and expenses relating thereto); (ii) the portion of net
income (or loss) of the Company and its Restricted Subsidiaries allocable to
minority interests in unconsolidated Persons to the extent that cash dividends
or distributions have not actually been received by the Company or one of its
Restricted Subsidiaries; (iii) net income (or loss) of any Person combined with
the Company or any of its Restricted Subsidiaries on a "pooling of interests"
basis attributable to any period prior to the date of combination; (iv) any gain
or loss, net of taxes, realized upon the termination of any employee pension
benefit plan; (v) net gains (but not losses) (less all fees and expenses
relating thereto) in respect of dispositions of assets other than in the
ordinary course of business; or (vi) 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 regulations
applicable to that Restricted Subsidiary or its stockholders.  Whenever pro
forma effect is to be given to an acquisition or disposition of assets for the
purpose of calculating the Consolidated Fixed Charge Coverage Ratio, the amount
of income or earnings related to such assets shall be calculated on a pro forma
basis in accordance with Regulation S-X under the Securities Act, as in effect
on the date of such calculation.

          "Consolidated Net Tangible Assets" means with respect to any Person,
as of any date of determination, the book value of such Person's total assets,
less goodwill, deferred financing costs and other intangibles and less
accumulated amortization, shown on the most recent balance sheet of such Person,
determined on a consolidated basis in accordance with GAAP.

          "Consolidated Net Worth" of any Person means the Consolidated
stockholders' equity (excluding Redeemable Capital Stock) of such Person and its
subsidiaries, as determined in accordance with GAAP on a Consolidated basis.

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

          "Consolidation" 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.  The term
"Consolidated" shall have a similar meaning.

          "Credit Agreement" means the Credit Agreement, dated as of October 6,
1999, as amended by Amendment No. 1 thereto dated as of  February 13, 2001,
between the Company, the Subsidiaries of the Company identified on the signature
pages thereof, the lenders named therein and The Chase Manhattan Bank, as
administrative agent, including any deferrals, renewals, extensions,
replacements, refinancings or refundings thereof or amendments, modifications or
supplements thereto and any agreements therefor (including any of the foregoing
that increase the principal amount of Indebtedness or the commitments to lend
thereunder and have been made in compliance with the provisions of Section 4.10;
provided that, for purposes of the definition of "Permitted Indebtedness," no
such increase may result in the principal amount of Indebtedness of the Company
under the Credit Agreement exceeding the amount permitted by subparagraph (b)(i)
of Section 4.10), whether by or with the same or any other lender, creditor,
group of lenders or group of creditors, and including

                                      -5-
<PAGE>

related notes, guarantees and note agreements and other instruments and
agreements executed in connection therewith.

          "Custodian" has the meaning set forth in Section 2.01.

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

          "Definitive Notes" means the Restricted Definitive Notes and the
Unrestricted Definitive Notes.

          "Depositary" means DTC or another Person designated as Depositary by
the Company, which must be a clearing agency under the Exchange Act.

          "Designation" has the meaning set forth in Section 4.19.

          "Designation Amounts" has the meaning set forth in Section 4.19.

          "Domestic Restricted Subsidiary" means a Restricted Subsidiary of the
Company organized under the laws of the United States or any political
subdivision thereof or the operations of which are located substantially inside
the United States.

          "DTC" means The Depository Trust Company.

          "DTC Global Note" means a Global Note held in the name of Cede & Co.
on behalf of DTC.

          "Excess Proceeds" has the meaning set forth in Section 4.14(b).

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

          "Exchange Notes" means any Additional Notes issued in an Exchange
Offer pursuant to Section 2.07(e).

          "Exchange Offer" has the meaning set forth in the Initial Registration
Rights Agreement and also includes any other exchange offer made pursuant to any
other registration rights agreement with respect to the Notes or otherwise.

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy.

          "Foreign Restricted Subsidiary" means a Restricted Subsidiary of the
Company not organized under the laws of the United States or any political
subdivision thereof and the operations of which are located substantially
outside of the United States.

          "GAAP" or "Generally Accepted Accounting Principles" means generally
accepted accounting principles in the United States, consistently applied, which
are in effect on the date of this Indenture.

                                      -6-
<PAGE>

          "Global Notes" or "Global Securities" means the 144A Global Note(s),
the Regulation S Global Note(s) and any Unrestricted Global Notes.

          "Guarantee" means the guarantee by each Guarantor of the Company's
Indenture Obligations pursuant to a guarantee given in accordance with this
Indenture, including the Guarantees by the Guarantors and any Guarantee
delivered pursuant to the provisions of Section 4.15.

          "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of "Indebtedness"
contained in this Section 1.01 guaranteed directly or indirectly in any manner
by such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement (i) to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness, (ii) 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, (iii) 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), (iv) to maintain working capital or
equity capital of the debtor, or otherwise to maintain the net worth, solvency
or other financial condition of the debtor or (v) 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 the Subsidiaries listed on the signature pages of
this Indenture as guarantors and each other Subsidiary required to become a
Guarantor after the Issue Date, pursuant to Section 4.15.

          "Hedging Agreement" means, with respect to any Person, all interest
rate swap or similar agreements or foreign currency or commodity hedge, exchange
or similar agreements of such Person.

          "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under Hedging Agreements.

          "Holders" mean the registered holders of the Notes.

          "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence," "Incurred" and "Incurring" shall have meanings
correlative to the foregoing).  Indebtedness of any Acquired Person or any of
its Subsidiaries existing at the time such Acquired Person becomes a Subsidiary
(or is merged into or consolidated with the Company or any Subsidiary), whether
or not such Indebtedness was Incurred in connection with, as a result of, or in
contemplation of, such Acquired Person becoming a Subsidiary (or being merged
into or consolidated with the Company or any Subsidiary), shall be deemed
Incurred at the time any such Acquired Person becomes a Subsidiary or merges
into or consolidates with the Company or any Subsidiary.

          "Indebtedness" means, with respect to any Person, without duplication,
(i) all indebtedness of such Person for borrowed money 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 limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit issued under letter of credit
facilities, acceptance facilities or other similar facilities and in connection
with any agreement to purchase, redeem, exchange, convert or otherwise acquire
for value any Capital Stock of such Person, or any warrants, rights or options
to acquire such Capital Stock, now or hereafter outstanding, (ii) all

                                      -7-
<PAGE>

obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (iii) all indebtedness 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, (iv) all Hedging Obligations of such Person, (v) all Capital Lease
Obligations of such Person, (vi) all Indebtedness referred to in clauses (i)
through (v) above of other Persons and all dividends 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, (vii) all Guaranteed Debt of such
Person, (viii) all Redeemable Capital Stock valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends, and (ix) any amendment, supplement, modification, deferral, renewal,
extension, refunding or refinancing of any liability of the types referred to in
clauses (i) through (viii) 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 the 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 to be determined
in good faith by the board of directors of the issuer of such Redeemable Capital
Stock.

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

          "Initial Notes" means the Series A Notes issued on the Issue Date.

          "Initial Registration Rights Agreement" means the Registration Rights
Agreement dated as of February 21, 2001 between the Company, the Guarantors
named therein and Chase Securities Inc., Salomon Smith Barney Inc., Credit
Suisse First Boston Corporation and Scotia Capital (USA) Inc., as Initial
Purchasers.

          "Insolvency or Liquidation Proceeding" means, with respect to any
Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

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

          "Investments" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by,
any other Person and all other items that would be classified as investments on
a balance sheet prepared in accordance with GAAP.

          "Investment Grade" means a rating of (i) BBB- or higher by S&P and Ba1
or higher by Moody's or (ii) Baa3 or higher by Moody's and BB+ or higher by S&P.

                                      -8-
<PAGE>

          "Issue Date" means February 21, 2001.

          "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 any Note means the date on which
the principal of such Note becomes due and payable as therein provided or as
provided in this Indenture, whether at Stated Maturity, the Offer Date or the
redemption date and whether by declaration of acceleration, Offer in respect of
Excess Proceeds, Change of Control, call for redemption or otherwise.

          "Moody's" means Moody's Investor Services, Inc. or any successor
thereto.

          "Net Cash Proceeds" means (a) with respect to any Asset Sale by any
Person, the proceeds thereof in the form of cash or Temporary Cash Investments
including payments in respect of deferred payment obligations when received in
the form of, or stock or other assets when disposed for, cash or Temporary Cash
Investments (except to the extent that such obligations are financed or sold
with recourse to the Company or any Restricted Subsidiary) net of (i) brokerage
commissions and other actual fees and expenses (including fees and expenses of
counsel and investment bankers) related to such Asset Sale, (ii) provisions for
all taxes payable as a result of such Asset Sale, (iii) payments made to retire
Indebtedness where payment of such Indebtedness is secured by the assets or
properties the subject of such Asset Sale, (iv) amounts required to be paid to
any Person (other than the Company or any Restricted Subsidiary) owning a
beneficial interest in the assets subject to the Asset Sale and (v) appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by the Company or any Restricted
Subsidiary, as the case may be, after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, all as reflected in an Officers'
Certificate delivered to the Trustee and (b) with respect to any issuance or
sale of Capital Stock or options, warrants or rights to purchase Capital Stock,
or debt securities or Capital Stock that have been converted into or exchanged
for Capital Stock, as referred to in Section 4.11, the proceeds of such issuance
or sale in the form of cash or Temporary Cash Investments, including payments in
respect of deferred payment obligations when received in the form of, or stock
or other assets when disposed for, cash or Temporary Cash Investments (except to
the extent that such obligations are financed or sold with recourse to the
Company or any Restricted Subsidiary), net of attorneys' fees, accountants' fees
and brokerage, consultation, underwriting and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

          "Note Amount" has the meaning specified in Section 4.14(c) hereof.

          "Notes" means the Initial Notes, any Exchange Notes and any other
Additional 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, interest (including, without
limitation, Post-Petition Interest), penalties, fees, indemnifications,
reimbursement obligations, damages and other liabilities payable under the
documentation governing any Indebtedness.

          "Offer" has the meaning set forth in Section 4.14(c) hereof.

                                      -9-
<PAGE>

          "Offer Date" has the meaning set forth in Section 4.14(c) hereof.

          "Offered Price" has the meaning set forth in Section 4.14(c) hereof.

          "Officer" means, with respect to any Person, the chairman of the
board, president or any vice president (regardless of vice presidential
designation), chief financial officer, treasurer, any assistant treasurer,
secretary or assistant secretary of such Person.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, Chief Executive Officer, President, Group President or any Vice
President (regardless of Vice Presidential designation), and by its Chief
Financial Officer, Treasurer, any Assistant Treasurer, Secretary or Assistant
Secretary of the Company, in their capacities as such officers of the Company
and delivered to the Trustee.  Each such certificate shall include the
statements provided in Section 11.05, if and to the extent required by the
provisions thereof.

          "Opinion of Counsel" means an opinion in writing signed by legal
counsel (who may be an employee of the Company) and delivered to the Trustee.
Such opinion shall include the statements provided for in Section 11.05, if and
to the extent required by the provisions thereof.

          "Other Indebtedness" has the meaning set forth in Section 4.15 hereof.

          "Pari Passu Indebtedness" means any Indebtedness of the Company or a
Guarantor that is pari passu in right of payment with the Notes or a Guarantee,
as the case may be.

          "Pari Passu Offer" has the meaning set forth in Section 4.14(c)
hereof.

          "Participant" means, with respect to DTC, Persons who have accounts
with DTC.

          "Paying Agent" has the meaning provided in Section 2.03.

          "Permitted Holders" means as of the date of determination (i) Marilyn
Sands, Richard Sands and Robert Sands; (ii) family members or the relatives of
the Persons described in clause (i) or the Mac and Sally Sands Foundation,
Incorporated; (iii) any trusts created for the benefit of the Persons described
in clauses (i), (ii) or (v) or for the benefit of Andrew Stern or any trust for
the benefit of any such trust; (iv) any partnerships that are controlled by (and
a majority of the partnership interests in which are owned by) any of the
Persons described in clauses (i), (ii), (iii) or (v) or by any partnership that
satisfies the conditions of this clause (iv); (v) in the case of Marvin Sands
and in the event of the incompetence or death of any of the Persons described in
clauses (i) and (ii), such Person's estate, executor, administrator, committee
or other personal representative or beneficiaries, in each case who at any
particular date shall beneficially own or have the right to acquire, directly or
indirectly, Capital Stock of the Company.

          "Permitted Indebtedness" has the meaning set forth in Section 4.10.

          "Permitted Investment" means (i) Investments in any Wholly Owned
Restricted Subsidiary or any Person which, as a result of such Investment,
becomes a Wholly Owned Restricted Subsidiary; (ii) Indebtedness of the Company
or a Restricted Subsidiary described under clauses (iv) and (v) of the
definition of "Permitted Indebtedness"; (iii) Temporary Cash Investments; (iv)
Investments acquired by the Company or any Restricted Subsidiary in connection
with an Asset Sale permitted under Section 4.14 to the extent such Investments
are non-cash proceeds as permitted under such covenant; (v) guarantees of
Indebtedness otherwise permitted by this Indenture; (vi) Investments in
existence on the date of this Indenture; and (vii) Investments in

                                      -10-
<PAGE>

joint ventures in an aggregate amount not to exceed at any one time the greater
of (x) $50,000,000 and (y) 5.0% of Consolidated Net Tangible Assets.

          "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
subdivisions thereof.

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

          "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.

          "Private Placement Legend" has the meaning provided in Section 2.16.

          "Productive Assets" means assets of a kind used or usable by the
Company and its Restricted Subsidiaries in their respective businesses
(including, without limitation, contracts, leases, licenses or other agreements
of value to the Company or any of its Restricted Subsidiaries), provided,
however, that productive assets to be acquired by the Company or any Restricted
Subsidiary shall be, in the good faith judgment of management of the Company or
such Restricted Subsidiary, assets which are reasonably related, ancillary or
complementary to the business of the Company and its Restricted Subsidiaries as
conducted on the Issue Date.

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

          "Qualified Institutional Buyer" shall have the meaning specified in
Rule 144A promulgated under the Securities Act.

          "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.

          "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 (other than as a
result of a change of control provision substantially similar to that contained
in Section 4.16) 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.

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

          "Redemption Price" means, with respect to any Note to be redeemed, the
price fixed for such redemption pursuant to the terms of this Indenture.

                                      -11-
<PAGE>

          "Reference Treasury Dealer" means each of (x) Chase Securities Inc.
and its respective successors; provided, however, that if the foregoing shall
cease to be a primary United States Treasury Securities dealer in the City of
New York (a "Primary Treasury Securities Dealer"), the Company shall substitute
therefor another Primary Treasury Securities Dealer; and (y) any other Primary
Treasury Securities Dealer selected by the Company.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 11:00 a.m., New York
City time, on the third business day preceding such redemption date.

          "Registrar" has the meaning set forth in Section 2.03.

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

          "Regulation S Global Note(s)" means one or more Notes in the form set
forth in Exhibit A bearing the Private Placement Legend and sold in reliance on
         ---------
Regulation S.

          "Responsible Officer" means, with respect to the Trustee, any officer
of the Trustee assigned by the Trustee to administer its corporate trust
matters.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend issued in registered form without coupons in a
principal amount of $1,000 or integral multiples thereof.

          "Restricted Definitive Notes" means any Notes that require the Private
Placement Legend (or a substantially similar legend), that are in definitive
form.

          "Restricted Global Notes" means the 144A Global Note(s), the
Regulation S Global Note(s) and any other Notes that require the Private
Placement Legend (or a substantially similar legend), in each case as are held
in global form.

          "Restricted Notes" means the Restricted Global Note(s) and the
Restricted Definitive Notes.

          "Restricted Payment" has the meaning set forth in Section 4.11.

          "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company, by a resolution of
the Board of Directors of the Company delivered to the Trustee, as an
Unrestricted Subsidiary pursuant to Section 4.19.  Any such designation may be
revoked by a resolution of the Board of Directors of the Company delivered to
the Trustee, subject to the provisions of such covenant.

          "Restricted Security" has the meaning set forth in Rule 144(a)(3)
promulgated under the Securities Act; provided that the Trustee shall be
entitled to request and conclusively rely upon an Opinion of Counsel with
respect to whether any Note is a Restricted Security.

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

                                      -12-
<PAGE>

          "Sale and Leaseback Transaction" means any transaction or series of
related transactions pursuant to which the Company or a Restricted Subsidiary
sells or transfers any property or asset in connection with the leasing, or the
resale against installment payments, of such property or asset to the seller or
transferor.

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

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or any successor thereto.

          "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 such Indebtedness or such
installment of interest is due and payable.

          "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor subordinated in right of payment to the Notes or a Guarantee, as the
case may be.

          "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 Subsidiaries, or by the Company and one or more
other Subsidiaries.

          "Temporary Cash Investments" means:  (i) any evidence of Indebtedness
of a Person, other than the Company or its Subsidiaries, maturing not more than
one year after the date of acquisition, issued by the United States of America
or an instrumentality or agency thereof and guaranteed fully as to principal,
premium, if any, and interest by the United States of America, (ii) any
certificate of deposit, maturing not more than one year after the date of
acquisition, issued by, or time deposit of, a commercial banking institution
that is a member of the Federal Reserve System and that has combined capital and
surplus and undivided profits of not less than $500,000,000, whose debt has a
rating, at the time as of which any investment therein is made, of "P-1" (or
higher) according to Moody's or any successor rating agency or "A-1" (or higher)
according to S&P or any successor rating agency, (iii) commercial paper,
maturing not more than one year after the date of acquisition, issued by a
corporation (other than an Affiliate or Subsidiary of the Company) organized and
existing under the laws of the United States of America with a rating, at the
time as of which any investment therein is made, of "P-1" (or higher) according
to Moody's or "A-1" (or higher) according to S&P and (iv) any money market
deposit accounts issued or offered by a domestic commercial bank having capital
and surplus in excess of $500,000,000.

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

          "U.S. Dollars" or "$" means the lawful currency of the United States
that is legal tender for the payment of public and private debts, as in effect
from time to time.

          "United States Treasury Securities" means direct non-callable
obligations of the United States for the payment of which the full faith and
credit of the United States is pledged.

          "Unrestricted Definitive Note" means one or more Notes in the form set
forth in Exhibit B that do not and are not required to bear the Private
         ---------
Placement Legend.

          "Unrestricted Global Note" means one or more Notes in the form set
forth in Exhibit A that do not and are not required to bear the Private
         ---------
Placement Legend.

                                      -13-
<PAGE>

               "Unrestricted Notes" means the Unrestricted Global Notes and the
Unrestricted Definitive Notes.

               "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to Section 4.19.  Any such designation may be
revoked by a resolution of the Board of Directors of the Company delivered to
the Trustee, subject to the provisions of Section 4.19.

               "Voting Stock" means stock 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 corporation (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 any Restricted
Subsidiary all the Capital Stock of which (other than directors' qualifying
shares and up to 5% of the issued and outstanding Capital Stock which may be
owned by executive officers of such Subsidiary) is owned by the Company or
another Wholly Owned Restricted Subsidiary.

Section 1.02.  Incorporation by Reference of Trust Indenture Act.
               -------------------------------------------------

               Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA 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 and the Guarantees.
                --------------------

               "indenture securityholder" means a Holder.
                ------------------------

               "indenture to be qualified" means this Indenture.
                -------------------------

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

               "obligor on the indenture securities" means the Company or any
                -----------------------------------
other obligor on the Notes.

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

Section 1.03.  Rules of Construction.
               ---------------------

               Unless the context otherwise requires:

               (1)  a term has the meaning assigned to it herein, whether
     defined expressly or by reference;

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

               (3)  "or" is not exclusive;

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

                                      -14-
<PAGE>

               (5)  words used herein implying any gender shall apply to every
     gender.

                                   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 or B.  The Notes
                                                     ---------    -
issued on the Issue Date will be in the form of Exhibit A and title thereto will
                                                ---------
pass by delivery.  The provisions in the form of the Notes contained in Exhibits
                                                                        --------
A and B hereto are incorporated herein by reference.  Notes will be issued in
-     -
denominations of $1,000 and integral multiples thereof.  The Notes may have
notations, legends or endorsements required by law, stock exchange rules or
usage, including, with respect to any Notes, a legend relating to original issue
discount, if applicable.

               (b)  Global Notes. Notes offered and sold to Qualified
Institutional Buyers in reliance on Rule 144A shall be issued initially in the
form of a 144A Global Note, which shall be duly executed by the Company and
authenticated by the Trustee as hereinafter provided and deposited with BNY
Midwest Trust Company,  as custodian (in such capacity, the "Custodian") on
                                                             ---------
behalf of the Depositary. Notes offered and sold in reliance on Regulation S
shall be issued initially in the form of a Regulation S Global Note, which shall
be duly executed by the Company and authenticated by the Trustee as hereinafter
provided and deposited with the Custodian on behalf of the Depositary. Notes
issued and sold pursuant to an effective registration statement under the
Securities Act, issued pursuant to an effective exchange offer registration
statement under the Securities Act for the Company's outstanding Series A Notes,
or issued in accordance with Sections 2.07(b)(iii) and 2.07(e), shall be issued
in the form of Unrestricted Global Notes and deposited with the Custodian on
behalf of the Depositary

               Each Global Note shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and shall provide that
the aggregate principal amount of outstanding Notes represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges,
transfers of interests therein, redemptions and repurchases in accordance with
the terms of this Indenture. Any endorsement of the Schedule to a Global Note to
reflect the amount of any increase or decrease in the principal amount of
outstanding Notes represented thereby shall be made by the Registrar in
accordance with Sections 2.07, 3.07, 4.14 and 4.16 hereof.

               Except as set forth in Section 2.07(a) hereof, the Global Notes
may be transferred, in whole and not in part, only to a successor of the
relevant Depositary on whose behalf such note is held.

               (c)  Definitive Notes.  Definitive Notes issued upon transfer of
a Book-Entry Interest or a Definitive Note, or in exchange for a Book-Entry
Interest or a Definitive Note, shall be issued in accordance with this
Indenture, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.

               (d)  Book-Entry Provisions.  Neither the Depositary nor any of
its Participants shall have any rights either under this Indenture or under any
Global Note with respect to such Global Note held on their behalf by the
Custodian. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any Agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Custodian or the Depositary or impair, as between the Custodian and the
De-

                                      -15-
<PAGE>

positary and its respective Participants, the operation of customary practices
of the Depositary governing the exercise of the rights of an owner of a
beneficial interest in any Global Note.

               (e)  Dating.  Each Note shall be dated the date of its
authentication.

Section 2.02.  Execution and Authentication.
               ----------------------------

               An Officer shall execute the Notes on behalf of the Company by
manual or facsimile signature. The Company's seal may but need not be impressed,
affixed, imprinted or reproduced on the Notes.

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

               A Note shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Note. Such
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

               The Trustee shall authenticate the Initial Notes in an aggregate
principal amount not to exceed $200,000,000 upon receipt of an Officer's
Certificate directing the Trustee to authenticate such Initial Notes and
certifying that all conditions precedent to the issuance of such Initial Notes
contained herein have been complied with.  The Trustee shall authenticate
Additional Notes thereafter in unlimited amounts (so long as permitted by the
terms of this Indenture, including, without limitation, Section 4.10 hereof) for
original issue upon receipt of an Officer's Certificate directing the Trustee to
authenticate such Additional Notes and certifying that all conditions precedent
to the issuance of such Additional Notes contained herein have been complied
with; provided, however, that such Additional Notes are to be issued (i) for
sale pursuant to Rule 144A, (ii) for sale pursuant to Regulation S, (iii) in
exchange for any Notes issued under this Indenture pursuant to Rule 144A or
Regulation S, (iv) in exchange for all or a portion of the Notes issued under
this Indenture pursuant to any Exchange Offer or (v) pursuant to another
registered public offering.

               The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes.  Unless limited by the terms of such appointment,
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.  Such authenticating agent shall have the same
rights as the Trustee in any dealings hereunder with the Company or with any of
the Company's Affiliates.

Section 2.03.  Registrar and Paying Agents.
               ---------------------------

               The Company shall maintain (i) an office or agency in the City of
New York where Notes may be presented for registration of transfer or for
exchange (the "Registrar"), (ii) an office or agency in the City of New York
(the "Paying Agent") where Definitive Notes may be presented for payment and
(iii) an office or agency in the State of New York where notices and demands to
or upon the Company in respect of the Notes and this Indenture may be served.

               The Company may change the Paying Agent or the Registrar or
appoint additional Registrars or additional Paying Agents and the terms
"Registrar" and "Paying Agent" shall include any such additional Registrar or
Paying Agent, as applicable. The Company shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture and the agreement shall
implement the provisions of this Indenture that relate to such Agent and, to the
extent applicable, shall incorporate the provisions of the TIA. Without limiting
the foregoing, each such agreement appointing a Paying Agent must contain
provisions substantially to the

                                      -16-
<PAGE>

effect of Section 2.07 hereof. The Company shall promptly notify the Trustee in
writing of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent or fails to give the foregoing notice, the
Trustee shall act as such and shall be entitled to appropriate compensation in
accordance with Section 7.07

               The Registrar shall keep a register (the "Register") of any
Definitive Notes and of their transfer and exchange.

               The Company hereby appoints the Trustee through its corporate
trust office, located at 101 Barclay Street, Floor 21W, New York, New York 10286
as Registrar and Paying Agent. The Guarantors hereby appoint the Company at its
address specified in Section 11.02 hereof as agent for service of notices and
demands in connection with the Notes and this Indenture.

Section 2.04.  Holders to Be Treated as Owners; Payments of Interest.
               -----------------------------------------------------

               (a)  The Company, the Paying Agents, the Registrar, the Trustee
and any agent of the Company, the Paying Agents, the Registrar or the Trustee
may deem and treat the person in whose name any Definitive Note is registered as
the absolute owner of such Note for the purpose of receiving payment of or on
account of the principal of and, subject to the provisions of this Indenture,
interest, Additional Interest and any other amounts due on such Definitive Note
and for all other purposes; and neither the Company, any Paying Agent, the
Registrar, the Trustee nor any agent of the Company, any Paying Agent, the
Registrar or the Trustee shall be affected by any notice to the contrary. The
Company, the Paying Agents, the Registrar, the Trustee and any agent of the
Company, the Paying Agents, the Registrar or the Trustee may treat the Holder of
any Global Note as the absolute owner thereof for the purposes of receiving
payment of or on account of the principal of and, subject to the provisions of
this Indenture, interest, Additional Interest and any other amounts due on, such
Global Note and for all other purposes; and neither the Company, the Paying
Agents, the Registrar, the Trustee, nor any agent of the Company, the Paying
Agents, the Registrar or the Trustee shall be affected by any notice to the
contrary. All such payments so made to any such Person, or upon his order, shall
be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any Note.

               (b)  The Person in whose name any Definitive Note is registered
at the close of business on any record date with respect to any Interest Payment
Date shall be entitled to receive the interest and Additional Interest, if any,
payable on such Interest Payment Date notwithstanding any transfer or exchange
of such Definitive Note subsequent to the record date and prior to such Interest
Payment Date, except if and to the extent the Company shall default in the
payment of the interest and Additional Interest due on such Interest Payment
Date, in which case such defaulted interest and Additional Interest shall be
paid in accordance with Section 2.13. The term "record date" as used with
respect to any Interest Payment Date for the Notes shall mean the date specified
as such in the terms of the Notes. Payments of interest and Additional Interest
on the Global Note will be made to the Holder of the Global Note on each
Interest Payment Date; provided that, in the event of an exchange or transfer of
a Book-Entry Interest in a Global Note for Definitive Notes subsequent to a
record date or any special record date and prior to or on the related Interest
Payment Date or other payment date under Section 2.13, any payment of the
interest or Additional Interest payable on such payment date with respect to any
such Definitive Note shall be made to the Holder of the Global Note,
notwithstanding Section 2.13 or any other provision hereof to the contrary.

                                      -17-
<PAGE>

Section 2.05.  Paying Agent to Hold Money in Trust.
               -----------------------------------

               Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, interest or Additional Interest, if any, on the
Notes, and the Company and the Paying Agents shall notify the Trustee of any
default by the Company (or any other obligor on the Notes) in making any such
payment. Money held in trust by any Paying Agent need not be segregated except
as required by law and in no event shall any Paying Agent be liable for any
interest on any money received by it hereunder. The Company at any time may
require the Paying Agents to pay all money held by them to the Trustee and
account for any funds disbursed and the Trustee may at any time during the
continuance of any Event of Default specified in Section 6.01(a) or (b), upon
written request to such Paying Agents, require such Paying Agents to pay
forthwith all money so held by it to the Trustee and to account for any funds
disbursed. Upon making such payment, a Paying Agent shall have no further
liability for the money delivered to the Trustee.

               If the Company acts as its own Paying Agent for the Notes, it
will, on or before each due date of the principal of, premium, if any, interest
or Additional Interest, if any, on the Notes, set aside and segregate and held
in trust for the benefit of the holders of the Notes a sum sufficient to pay
such principal of, premium, if any, interest or Additional Interest, if any, and
will notify the Trustee of such action or any failure to take such action.

Section 2.06.  Holder Lists.
               ------------

               The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it from the Registrar of the names
and addresses of the Holders of Definitive Notes, if any.  If the Trustee is not
the Registrar, the Company shall furnish to the Trustee and each Paying Agent at
least five Business Days before each Interest Payment Date, and at such other
times as they may request in writing, a list in such form and as of such date as
they may reasonably require of the names and addresses of the Holders of
Definitive Notes, if any.

Section 2.07.  Transfer and Exchange; Book-Entry Provisions.
               --------------------------------------------

               (a)  Transfer and Exchange of Global Notes.  Transfer of the
Global Notes shall be by delivery. Global Notes may be exchanged or replaced, in
whole or in part, as provided in Sections 2.08 and 2.11. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to Section 2.08 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for Definitive Notes other than as provided in this Section 2.07(a)
and in the Notes, subject to compliance with Section 2.07(c).

               Owners of Book-Entry Interests shall receive Definitive Notes:
(i) in whole (but not in part), if the Depositary is closed for business for a
continuous period of 14 days (other than by reason of holiday, statutory or
otherwise) or announces an intention permanently to cease business or does in
fact do so and no alternative clearance system satisfactory to the Trustee is
available; (ii) in whole or in part, if an Event of Default occurs and is
continuing, upon the request delivered in writing to the Depositary or the
Trustee; (iii) in whole (but not in part) at any time if the Company in its sole
discretion determines that the Global Notes should be exchanged for Definitive
Notes; or (iv) in whole (but not in part), if the Depositary is at any time
unwilling or unable to continue as Depositary and a successor Depositary, as the
case may be, is not appointed by the Company within 90 days.

                                      -18-
<PAGE>

               In such an event, the Registrar, subject to compliance with
Section 2.07(c), shall issue Definitive Notes, registered in the name or names
and issued in any approved denominations requested by or on behalf of the
Depositary (in accordance with their respective customary procedures and based
upon directions received from participants reflecting the beneficial ownership
of Book-Entry Interests), and bearing the Private Placement Legend unless that
legend is not required by applicable law.

               (b)  Transfer and Exchange of Book-Entry Interests between Global
Notes.  In all cases, transfers of Book-Entry Interests between Global Notes
shall require compliance with subparagraph (i) below, as well as one or more of
the other following subparagraphs, as applicable:

               (i)  General Provisions Applicable to Transfers and Exchanges of
          Book-Entry Interests between Global Notes. In connection with all
          transfers and exchanges of Book-Entry Interests (other than transfers
          of Book-Entry Interests in connection with which the transferee takes
          delivery thereof in the form of a Book-Entry Interest in the same
          Global Note or transfers or exchanges resulting in the delivery of one
          or more Definitive Notes), the transferor of such Book-Entry Interest
          must deliver to the Paying Agent (1) a written and/or electronic order
          from a Participant or an indirect participant given to the Depositary
          in accordance with the Applicable Procedures directing the Depositary
          to debit or cause to be debited a Book-Entry Interest in a Global Note
          in an amount equal to the Book-Entry Interest to be transferred or
          exchanged, (2) a written and/or electronic 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 Book-Entry Interest in another Global Note in an amount
          equal to the Book-Entry Interest to be transferred or exchanged and
          (3) written and/or electronic instructions given in accordance with
          the Applicable Procedures containing information regarding the
          Participant account to be credited with such increase.


          The requirements of this Section 2.07(b)(i) shall be deemed to have
          been satisfied in connection with any Exchange Offer upon receipt by
          the Paying Agent of instructions contained in a letter of transmittal
          delivered by any Holder tendering Book-Entry Interests in a Restricted
          Global Note in such Exchange Offer.

               (ii) Transfer of Book-Entry Interests in a Restricted Global Note
          to Another Restricted Global Note. A Book-Entry Interest in any
          Restricted Global Note may be transferred to a Person who takes
          delivery thereof in the form of a Book-Entry Interest in a different
          Restricted Global Note if the transfer complies with the requirements
          of Section 2.07(b)(i) above and the Paying Agent receives the
          following:

                    (A)  if the transferee will take delivery in the form of a
               Book-Entry Interest in a 144A Global Note, then the transferor
               must deliver a certificate in the form of Exhibit D hereto,
                                                         ---------
               including the certifications in item (1) or (3) thereof,
               together, in the case of (3), such additional documentation as
               may be required by the Trustee and the Company pursuant to the
               penultimate sentence of the Private Placement Legend, and

                    (B)  if the transferee will take delivery in the form of a
               Book-Entry Interest in a Regulation S Global Note, then the
               transferor must deliver a certificate in the form of Exhibit D
                                                                    ---------
               hereto, including the certifications in item (2) thereof.

          Upon satisfaction of the conditions set forth in this Section
          2.07(b)(ii), the Paying Agent shall (i) instruct the Depositary to
          deliver the relevant Global Note(s) to it, (ii) endorse the Schedule
          to the relevant Global Note(s) to reflect the relevant increase or
          decrease in the principal amount of such Global

                                      -19-
<PAGE>

          Note resulting from the applicable transfer, and (iii) thereafter,
          return the Global Notes to the Depositary, together with all
          information regarding the Participant accounts to be credited and
          debited in connection with such transfer.

               (iii)  Transfer and Exchange of Book-Entry Interests in a
          Restricted Global Note for Book-Entry Interests in an Unrestricted
          Global Note. A Book-Entry Interest in any Restricted Global Note may
          be exchanged by any holder thereof for a Book-Entry Interest in an
          Unrestricted Global Note or transferred to a Person who takes delivery
          thereof in the form of a Book-Entry Interest in an Unrestricted Global
          Note if the exchange or transfer complies with the requirements of
          Section 2.07(b)(i) above and such transfer is effected pursuant to an
          effective registration statement under the Securities Act and in
          compliance with the prospectus delivery requirements of the Securities
          Act and the transferor delivers a certificate in the form of Exhibit D
                                                                       ---------
          hereto including the certifications contained in item (4) thereof.

          Upon satisfaction of the conditions set forth in this Section
          2.07(b)(iii), the Paying Agent shall (i) instruct the Custodian to
          deliver the relevant Global Note(s) to it, (ii) endorse the Schedule
          to the relevant Global Note(s) to reflect the relevant increase or
          decrease in the principal amount of such Global Note resulting from
          the applicable transfer, and (iii) thereafter, return the Global Notes
          to the Custodian, together with all information regarding the
          Participant accounts to be credited and debited in connection with
          such exchange or transfer.

          If any such transfer or exchange is effected pursuant to this Section
          2.07(b)(iii) at a time when an Unrestricted Global Note has not yet
          been issued, the Paying Agent shall so inform the Trustee and the
          Company and, thereafter, the Company shall issue and, upon receipt of
          an authentication order in the form of an Officers' Certificate from
          the Company 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 Book-Entry
          Interests to be transferred or exchanged.

               (c)    Exchange of Book-Entry Interests for Definitive Notes. In
all cases in connection with an exchange of a Book-Entry Interest for a
Definitive Note (which in any event is limited to the circumstances contemplated
by Section 2.07(a)), the Paying Agent and the Registrar must receive (1) a
written and/or electronic order from a Participant or an Indirect Participant
given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to debit or cause to be debited a Book-Entry Interest in an
amount equal to the Book-Entry Interest to be exchanged, (2) a written order
directing the Registrar to issue or cause to be issued a Definitive Note in an
amount equal to the Book-Entry Interest to be exchanged and (3) instructions
containing information regarding the Person in whose name such Definitive Note
shall be registered to effect the exchange referred to above.

               (i)    Book-Entry Interests in Restricted Global Notes to
          Restricted Definitive Notes. A holder of a Book-Entry Interest in a
          Restricted Global Note may exchange such Book-Entry Interest for a
          Restricted Definitive Note if the exchange complies with the first
          paragraph of this Section 2.07(c) and the Paying Agent receives a
          certificate from such holder in the form of Exhibit E hereto,
                                                      ---------
          including the certifications in item (1)(a) thereof;

          Upon satisfaction of the conditions set forth in this Section
          2.07(c)(i), the Paying Agent shall (i) instruct the Custodian to
          deliver the relevant Global Note(s) to it, (ii) endorse the Schedule
          to the relevant Global Note(s) to reflect the relevant decrease in the
          principal amount of such Global Note resulting from the applicable
          transfer or exchange, (iii) thereafter, return the Global Note to the
          Custodian together with all information regarding the Participant
          accounts to be debited in connection with

                                      -20-
<PAGE>

          such exchange or transfer and (iv) deliver to the Registrar
          instructions received by it that contain information regarding the
          Person in whose name Definitive Notes shall be registered to effect
          such exchange.

          The Company shall issue and, upon receipt of an authentication order
          in the form of an Officers' Certificate from the Company in accordance
          with Section 2.02 hereof, the Trustee shall authenticate, one or more
          Definitive Notes in an aggregate principal amount equal to the
          aggregate principal amount of Book-Entry Interests so exchanged and in
          the names set forth in the instructions received by the Registrar.

               (ii)  Book-Entry Interests in Unrestricted Global Notes to
          Unrestricted Definitive Notes. A holder of a Book-Entry Interest in an
          Unrestricted Global Note may exchange such Book-Entry Interest for a
          Definitive Note that does not bear the Private Placement Legend if the
          exchange complies with the first paragraph of this Section 2.07(c).
          Upon satisfaction of the conditions set forth in this Section
          2.07(c)(ii), the Paying Agent shall (i) instruct the Custodian to
          deliver the relevant Global Note(s) to it, (ii) endorse the Schedule
          to the relevant Global Note(s) to reflect the relevant decrease in the
          principal amount of such Global Note resulting from the exchange,
          (iii) thereafter, return the Global Note to the Custodian together
          with all information regarding the Participant accounts to be debited
          in connection with such exchange and (iv) deliver to the Registrar
          instructions received by it that contain information regarding the
          Person in whose name Definitive Notes shall be registered to effect
          such exchange.

          The Company shall issue and, upon receipt of an authentication order
          in the form of an Officers' Certificate from the Company in accordance
          with Section 2.02 hereof, the Trustee shall authenticate, one or more
          Definitive Notes in an aggregate principal amount equal to the
          aggregate principal amount of Book-Entry Interests so exchanged and in
          the names set forth in the instructions received by the Registrar.

          Book-Entry Interests in an Unrestricted Global Note cannot be
          exchanged for a Book-Entry Interest in a Restricted Global Note, nor
          can such Book Entry Interests be transferred to Persons who take
          delivery thereof in the form of a Restricted Definitive Note.

               (d)   Transfer and Exchange of Definitive Notes for Definitive
Notes. In all cases in connection with any transfer or exchange of Definitive
Notes, the Holder of such Notes shall surrender to the Registrar the Definitive
Notes for transfer or exchange 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 2.07(d). Upon request by a Holder of Definitive Notes and such
Holder's compliance with the provisions of this Section 2.07(d), the Registrar
shall register the transfer or exchange of Definitive Notes.

               (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 D hereto, including the
                                          ---------
               certifications in item (1) thereof; and

                                      -21-
<PAGE>

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

               (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 any such transfer is effected pursuant to an
          effective registration statement under the Securities Act and in
          compliance with the prospectus delivery requirements of the Securities
          Act and the transferor delivers a certificate in the form of Exhibit D
                                                                       ---------
          hereto including the certifications contained in item (4) thereof.

               (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 request to register
          such a transfer, consisting of the Note duly endorsed or accompanied
          by a written instrument of transfer, in form satisfactory to the
          Company and the Registrar, duly executed by the Holder or his attorney
          duly authorized in writing, the Registrar shall register the
          Unrestricted Definitive Notes pursuant to the instructions from the
          Holder thereof.

               (e)   Exchange Offers. Upon the occurrence of any Exchange Offer,
the Company shall issue and, upon receipt of an authentication order in the form
of an Officers' Certificate 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 Book-Entry Interests in the
Restricted Global Notes tendered for acceptance by Persons that certify or are
deemed to have certified that (x) they are not broker-dealers that acquired the
Book-Entry Interests tendered in such Exchange Offer directly from the Company
or an Affiliate of the Company, (y) they are not participating in a distribution
of any Exchange Notes to be received in such Exchange Offer and (z) they are not
affiliates (as defined in Rule 144) of the Company, and that are accepted for
exchange in such Exchange Offer and (ii) Unrestricted Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes tendered for acceptance by Persons who certify to the effect
set forth in (i) and that are accepted for exchange in such Exchange Offer.

               In addition, the Paying Agent shall (i) endorse the Schedule to
the Unrestricted Global Notes issued pursuant to the preceding paragraph to
reflect the principal amount of Restricted Global Notes tendered in such
Exchange Offer, (ii) deliver such Unrestricted Global Notes to the Custodian,
(iii) instruct the Depositary to deliver the relevant Restricted Global Note(s),
(iv) endorse the Schedule to such Restricted Global Note(s) to reflect the
decrease in principal amount resulting from such Exchange Offer, and (v)
thereafter, return the Restricted Global Notes to the Custodian, as the case may
be, together with all information regarding the Participant accounts to be
debited in connection with such Exchange Offer.

               (f)   Cancellation of Global Notes. At such time as all Book-
Entry Interests therein have been exchanged for Definitive Notes, a Global Note
shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.12 hereof.

               (g)   General Provisions Relating to all Transfers and Exchanges.

               (i)   Title to Global Notes will pass by delivery.  To permit
          registration of transfers and exchanges of Definitive Notes, the
          Company shall execute and, upon the Company's order, the Trustee shall
          authenticate Definitive Notes at the Registrar's request.

                                      -22-
<PAGE>

               (ii)  No service charge shall be made to a Holder for any
          registration of transfer or exchange of any Definitive Note, but the
          Company may require payment of a sum sufficient to cover any stamp or
          transfer tax, duty or governmental charge payable in connection
          therewith (other than any such stamp or transfer taxes, duties or
          similar governmental charge payable upon exchange, redemption or
          purchase pursuant to Sections 2.11, 3.06, 3.07, 4.14, 4.16 and 8.05
          hereof).

               (iii) All Global Notes and Definitive Notes issued upon any
          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 transfer or exchange.

               (iv)  The Company shall not be required to register the transfer
          of any Definitive Notes:

                     (1) for a period of 15 calendar days prior to any date
               fixed for the redemption of the Notes;

                     (2) for a period of 15 calendar days immediately prior to
               the date fixed for selection of Notes to be redeemed in part;

                     (3) for a period of 15 calendar days prior to the record
               date with respect to any interest payment date; or

                     (4) which the holder has tendered (and not withdrawn) for
               repurchase in connection with a Change of Control Offer or an
               Excess Proceeds Offer.

               (v)   Prior to due presentment for the registration of a transfer
          of any Definitive Note, the Trustee, the Paying Agents, the Registrar,
          any Agent and the Company may deem and treat the Person in whose name
          any Note is registered as the absolute owners of such Note for the
          purpose of receiving payment of principal of and interest on such
          Notes and for all other purposes, and neither the Trustee, the Paying
          Agents, the Registrar, any Agent nor the Company shall be affected by
          notice to the contrary.

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

Section 2.08.  Replacement Notes.
               -----------------

               If a mutilated Definitive Note is surrendered to the Registrar or
the Trustee, if a mutilated Global Note is surrendered to the Paying Agent or
the Trustee, or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note in such form as the Notes mutilated, lost,
destroyed or wrongfully taken if, in the case of a lost, destroyed or wrongfully
taken Note, the Holder of such Note furnishes to the Company, the Trustee, the
Paying Agent (in the case of a Global Note) and/or the Registrar (in the case of
a Definitive Note), evidence reasonably acceptable to them of the ownership and
the destruction, loss or theft of such Note. If required by the Trustee, the
Paying Agent (in the case of a Global Note), the Registrar (in the case of a
Definitive Note) or the Company, an indemnity bond shall be posted, sufficient
in the judgment of each to protect the Company, the Paying Agent (in the case of
a Global Note), the Registrar (in the case of a Definitive Note) and the Trustee
from any loss that any of them may suffer if such Note is replaced. The Company
may charge such Holder for the Company's exceptional out-of-pocket expenses in
replacing such Note and the Registrar or Paying Agent,

                                      -23-
<PAGE>

as the case may be, may charge the Company for its expenses in replacing such
Note. Every replacement Note shall constitute an additional obligation of the
Company.

Section 2.09.  Outstanding Notes.
               -----------------

               The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Article Nine,
on or after the date on which the conditions set forth in Article Nine have been
satisfied, those Notes theretofore authenticated and delivered by the Trustee
hereunder and (d) those described in this Section 2.09 as not outstanding.
Subject to Section 2.10, a Note does not cease to be outstanding because the
Company or one of its Affiliates holds the Note.

               If a Note is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Company.

               If the appropriate Paying Agent holds, in its capacity as such,
on any Maturity Date or on any optional redemption date, money sufficient to pay
all accrued interest, Additional Interest, if any, and principal with respect to
the Notes payable on that date and is authorized and not prohibited from paying
such money to the Holders thereof pursuant to the terms of this Indenture, then
on and after that date such Notes shall cease to be outstanding and interest on
the Notes shall cease to accrue.

Section 2.10.  Treasury Notes.
               --------------

               In determining whether the Holders of the required principal
amount of Notes have concurred in any declaration of acceleration or notice of
default or direction, waiver or consent or any amendment, modification or other
change to this Indenture, Notes owned by the Company or an Affiliate of the
Company shall be disregarded as though they were not outstanding, except that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent or any amendment, modification
or other change to this Indenture, only Notes that a Responsible Officer of the
Trustee actually knows are so owned shall be so disregarded.

Section 2.11.  Temporary Notes.
               ---------------

               In the event that Definitive Notes are to be issued pursuant to
Section 2.07(a) hereto, until Definitive Notes are prepared and ready for
delivery, the Company may prepare and the Trustee shall upon receipt of a
written order of the Company authenticate temporary Notes.  Temporary Notes
shall be substantially in the form of Definitive Notes but may have variations
that the Company considers appropriate for temporary Notes.  Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
Definitive Notes in exchange for temporary Notes.  Until such exchange,
temporary Notes shall be entitled to the same rights, benefits and privileges as
Definitive Notes.

Section 2.12.  Cancellation.
               ------------

               The Company at any time may deliver Notes to the Trustee for
cancellation.  The Registrar and each Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange, payment,
redemption or purchase.  The Trustee shall cancel all Notes surrendered for
registration of transfer, exchange, payment, redemption, replacement,
cancellation or purchase and shall dispose of canceled Notes in accordance with
its policy of disposal, unless the Company directs the Trustee to return such
Notes to

                                      -24-
<PAGE>

the Company, and, if so disposed, shall deliver a certificate of disposition
thereof to the Company. The Company may not reissue or resell, or issue new
Notes to replace, Notes that the Company has redeemed, paid or purchased, or
that have been delivered to the Trustee for cancellation.

Section 2.13.  Defaulted Interest.
               ------------------

               If the Company defaults on a payment of interest or Additional
Interest on the Notes, it shall pay the defaulted interest or Additional
Interest, plus (to the extent permitted by law) any interest payable (at the
rate borne by the Notes) on the defaulted interest or Additional Interest, in
accordance with the terms hereof, to (a) the Persons who are Holders of
Definitive Notes, if any, on a subsequent special record date, which date shall
be at least five Business Days prior to the payment date for such defaulted
interest or Additional Interest, and (b) if a Global Note is still outstanding,
to the Holder of such Global Note on such payment date.  The Company shall fix
such special record date and payment date in a manner satisfactory to the
Trustee.  At least 15 days before such special record date, the Company shall
mail to each Holder of Definitive Notes, if any, and if any Global Note is still
outstanding, to the Depositary, a notice that states the special record date, if
any, the payment date and the amount of defaulted interest or Additional
Interest, and interest payable on such defaulted interest, if any, to be paid.

Section 2.14.  CUSIP and ISIN Number; Common Code.
               ----------------------------------

               The Company may use a "CUSIP" number and may use an "ISIN" number
and a common code, and if so, such CUSIP or ISIN number and common code shall be
included in notices of redemption, repurchase or exchange as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP or ISIN
number or common code printed in the notice or on the Notes, and that reliance
may be placed only on any other identification numbers printed on the Notes. The
Company will promptly notify the Trustee, each Paying Agent and the Registrar of
any change in the CUSIP or ISIN number and the common code.

Section 2.15.  Deposit of Moneys; Payments by Paying Agent.
               -------------------------------------------

               Prior to 10:00 a.m. New York City time on each Interest Payment
Date, Redemption Date or Maturity (unless the Company and the Paying Agent shall
agree to another time), the Company shall deposit with the Paying Agent in
immediately available funds, an amount in U.S. Dollars sufficient to make cash
payments, if any, due on such Interest Payment Date, Redemption Date or
Maturity, as the case may be.

               Principal of, premium, if any, interest and Additional Interest,
if any, on any Global Notes shall be payable at the corporate trust office or
agency of the Paying Agent in New York City maintained for such purposes. The
Company shall pay such amounts in U.S. Dollars. All payments on the Global Notes
shall be made by check or by transfer of immediately available funds to an
account of the Holder of the Global Notes in accordance with instructions given
by the Holder.

               Principal of, premium, if any, interest, Additional Interest, if
any, on any Definitive Notes shall be payable at the corporate trust office or
agency of the Registrar maintained for such purposes. In addition, interest on
Definitive Notes may be paid by check mailed to the person entitled thereto as
shown on the register for such Definitive Notes. The Company shall pay such
amounts with respect to Definitive Notes in U.S. Dollars.

                                      -25-
<PAGE>

Section 2.16.  Restrictive Legends.
               -------------------

               Each Restricted Global Note and Restricted Definitive Note shall
bear the following legend (the "Private Placement Legend") on the face thereof
                                ------------------------
unless otherwise agreed to by the Company and the Holder thereof:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
          1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
          OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
          BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH 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) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS
          SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER
          THE SECURITIES ACT, (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) OUTSIDE THE
          UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
          UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM
          REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
          AVAILABLE), (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
          THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
          THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES
          THAT IT WILL GIVE 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. THE INDENTURE CONTAINS A PROVISION
          REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
          SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.

                                   ARTICLE 3

                                  REDEMPTION

Section 3.01.  Notices to Trustee.
               ------------------

               If the Company elects to redeem Notes pursuant to Section 3.07,
at least 60 days prior to the Redemption Date or during such other period as the
Trustee may agree to, the Company shall notify the Trustee in writing of the
Redemption Date, the principal amount of Notes to be redeemed and the Redemption
Price, and deliver to the Trustee an Officers' Certificate stating that such
redemption will comply with the conditions contained herein.

                                     -26-
<PAGE>

Section 3.02.  Selection of Notes to Be Redeemed.
               ---------------------------------

               In the event that less than all of the Notes are to be redeemed
at any time pursuant to an optional redemption, selection of such Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
method as the Trustee shall deem fair and appropriate (subject to the procedures
of DTC); provided, however, that no Notes of a principal amount of $1,000 or
less shall be redeemed in part. A new Note in a principal amount equal to the
unredeemed portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note.

Section 3.03.  Notice of Redemption.
               --------------------

               The Notes will be redeemable in whole or in part upon not less
than 30 nor more than 60 days' prior written notice. Notices to Holders of
Definitive Notes shall also be mailed by first class mail at least 30 but not
more than 60 calendar days before the Redemption Date to each Holder at its
address appearing in the Register. For so long as any of the Notes are
represented by the Global Notes, notice to Holders shall (in addition to
publication as described above) also be given by substantially concurrent
delivery of the relevant notice to DTC for communication to the holders of the
Book-Entry Interests.

               The notice shall identify the Notes to be redeemed (including the
CUSIP/ISIN number(s) thereof) and shall state:

               (1)  the Redemption Date;

               (2)  the Redemption Price and the amount of accrued interest, if
     any, to be paid;

               (3)  the name, address and telephone number of the Paying Agent;

               (4)  that Notes called for redemption must be surrendered to the
     Paying Agent at the address specified to collect the Redemption Price plus
     accrued interest, if any;

               (5)  that, unless the Company defaults in making the redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the Redemption Date and the only remaining right of the Holders is to
     receive payment of the Redemption Price plus accrued interest to the
     Redemption Date upon surrender of the Notes to the Paying Agent;

               (6)  the subparagraph of the Notes pursuant to which the Notes
     called for redemption are being redeemed; and

               (7)  if fewer than all the Notes are to be redeemed, the
     identification of the particular Notes (or portion thereof equal to $1,000
     in principal amount or any integral multiple thereof) to be redeemed, as
     well as the aggregate principal amount of Notes to be redeemed and the
     aggregate principal amount of Notes to be outstanding after such partial
     redemption and that, on and after the Redemption Date, upon surrender of
     such Note, a new Note or Notes in principal amount equal to the unredeemed
     portion thereof will be issued.

Section 3.04.  Effect of Notice of Redemption.
               ------------------------------

               Once the notice of redemption described in Section 3.03 is
published and delivered or mailed, as the case may be, Notes called for
redemption become due and payable on the Redemption Date and at the

                                     -27-
<PAGE>

Redemption Price, including any premium, plus accrued interest to the Redemption
Date, if any. Upon surrender to the Paying Agent, such Notes shall be paid at
the Redemption Price, including any premium, plus accrued interest to the
Redemption Date, if any; provided that if the Redemption Date is after a Record
Date and on or prior to the Interest Payment Date, the accrued interest shall be
payable to the Holder of any redeemed Definitive Notes registered on the
relevant Record Date.

Section 3.05.  Deposit of Redemption Price.
               ---------------------------

               On or prior to 5:00 p.m., New York City time, on the Business Day
prior to each Redemption Date (unless the Company and the Paying Agent shall
agree to another time), the Company shall have deposited with the Paying Agent
in immediately available funds U.S. Dollars sufficient to pay the Redemption
Price of and accrued interest on all Notes to be redeemed on that date.

               On and after any Redemption Date, if U.S. Dollars sufficient to
pay the Redemption Price of and accrued interest on Notes called for redemption
shall have been made available in accordance with the preceding paragraph, the
Notes called for redemption will cease to accrue interest and the only right of
the Holders of such Notes will be to receive payment of the Redemption Price of
and, subject to the proviso in Section 3.04, accrued and unpaid interest on such
Notes to the Redemption Date. If any Note called for redemption shall not be so
paid, interest will continue to accrue and be paid, from the Redemption Date
until such redemption payment is made, on the unpaid principal of the Note and
any interest not paid on such unpaid principal, in each case, at the rate and in
the manner provided for in Section 2.13.

Section 3.06.  Notes Redeemed in Part.
               ----------------------

               Upon surrender of a Note that is redeemed in part, the Trustee
shall authenticate for a Holder a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

Section 3.07.  Optional Redemption.
               -------------------

               The Notes will be redeemable, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of (i)
100% of the principal amount of such Notes, and (ii) as determined by the
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus,
in each case, accrued interest thereon to the date of redemption.

                                   ARTICLE 4

                                   COVENANTS

Section 4.01.  Payment of Notes.
               ----------------

               The Company will pay the principal, premium, if any, and interest
(including all Additional Interest) and on the Notes on the dates and in the
manner provided in the Notes and this Indenture.  An installment of principal or
interest shall be considered paid on the date it is due if the Trustee or Paying
Agent holds, for the benefit of the Holders, on that date U.S. Dollars
designated for and sufficient to pay such install-

                                     -28-
<PAGE>

ment in full and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture.

               The Company will pay interest on overdue principal and interest
on overdue interest, to the extent lawful as provided for in Section 2.13.

Section 4.02.  Provision of Financial Statements.
               ---------------------------------

               Whether or not the Company is subject to Section 13(a) or 15(d)
of the Exchange Act, the Company will, to the extent permitted under the
Exchange Act, file with the Commission the annual reports, quarterly reports and
other documents which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) if the Company were so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been required so to file such documents if the Company were so subject. The
Company will also in any event (x) within 15 days of each Required Filing Date
(i) transmit by mail to all Holders, as their names and addresses appear in the
security register, without cost to such Holders and (ii) file with the Trustee
copies of the annual reports, quarterly reports and other documents which the
Company would have been required to file with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act if the Company were subject to such Sections
and (y) if filing such documents by the Company with the Commission is not
permitted under the Exchange Act, promptly upon written request and payment of
the reasonable cost of duplication and delivery, supply copies of such documents
to any prospective Holder at the Company's cost. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officer's Certificates).

Section 4.03.  Waiver of Stay, Extension or Usury Laws.
               ---------------------------------------

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

Section 4.04.  Statement by Officers.
               ---------------------

               Within 120 days after the close of each fiscal year, the Company
will file with the Trustee a brief certificate from the chief executive officer,
chief financial officer or treasurer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this paragraph, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

                                     -29-
<PAGE>

Section 4.05.  Corporate Existence.
               -------------------

               Subject to Article Five hereof, the Company will do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence and the rights (charter and statutory) and franchises of the
Company and each Guarantor; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Company shall determine
that the preservation thereof is no longer desirable in the conduct of the
business and its Guarantors as a whole and that the loss thereof is not
disadvantageous in any material respect to the Holders.

Section 4.06.  Maintenance of Office or Agency.
               -------------------------------

               The Company shall maintain the offices and agencies specified in
Section 2.03 as well as an agent for receipt of service of legal process (which
may be the Company itself), which agent shall have an office located in the
State of New York.

Section 4.07.  Compliance with Laws.
               --------------------

               The Company will comply, and will cause each of its Subsidiaries
to comply, with all applicable statutes, rules, regulations, orders and
restrictions of the United States of America, all states and municipalities
thereof, and of any governmental department, commission, board, regulatory
authority, bureau, agency and instrumentality of the foregoing, in respect of
the conduct of their respective businesses and the ownership of their respective
properties, except for such noncompliances as would not in the aggregate have a
material adverse effect on the financial condition or results of operations of
the Company and its Subsidiaries taken as a whole.

Section 4.08.  Maintenance of Properties and Insurance.
               ---------------------------------------

               The Company will cause all material properties owned by the
Company or any Restricted Subsidiary or used or held for use in the conduct of
its business or the business of any Restricted Subsidiary to be maintained and
kept in good condition, repair and working order (ordinary wear and tear
excepted) and supplied with all necessary equipment and will cause to be made
all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be consistent with sound
business practice and necessary so that the business carried on in connection
therewith may be properly conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any
Restricted Subsidiary and not reasonably expected to have a material adverse
effect on the ability of the Company to perform its obligations hereunder.

Section 4.09.  Payment of Taxes and Other Claims.
               ---------------------------------

               The Company will pay or discharge or cause to be paid or
discharged, on or before the date the same shall become due and payable, (a) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any Restricted Subsidiary shown to be due on any return of the Company or any
Restricted Subsidiary or otherwise assessed or upon the income, profits or
property of the Company or any Restricted Subsidiary if failure to pay or
discharge the same could reasonably be expected to have a material adverse
effect on the ability of the Company or any Guarantor to perform its obligations
hereunder and (b) all lawful claims for labor, materials and supplies, which, if
unpaid, would by law become a Lien upon the property of the Company or any
Restricted Subsidiary, except for any Lien permitted to be incurred under
Section 4.13, if failure to pay or discharge the same could reasonably be
expected to have a material adverse effect on

                                     -30-
<PAGE>

the ability of the Company or any Guarantor to perform its obligations
hereunder; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings properly instituted and diligently conducted and in
respect of which appropriate reserves (in the good faith judgment of management
of the Company) are being maintained in accordance with GAAP consistently
applied.

Section 4.10.  Limitation on Indebtedness.
               --------------------------

               (a)   The Company will not, and will not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness (including any Acquired
Indebtedness), except that the Company and any Guarantor may Incur Indebtedness
(including any Acquired Indebtedness) and any Restricted Subsidiary that is not
a Guarantor may Incur Acquired Indebtedness if, in each case, the Consolidated
Fixed Charge Coverage Ratio for the Company for the four full fiscal quarters
immediately preceding the Incurrence of such Indebtedness taken as one period
(and after giving pro forma effect to (i) the Incurrence of such Indebtedness
and (if applicable) the application of the net proceeds therefrom, including to
refinance other Indebtedness, as if such Indebtedness was Incurred, and the
application of such proceeds occurred, at the beginning of such four-quarter
period; (ii) the Incurrence, repayment or retirement of any other Indebtedness
by the Company and 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 (except that, in making such computation,
the amount of Indebtedness under any revolving credit facility shall be computed
based upon the average daily balance of such Indebtedness during such four-
quarter period); (iii) in the case of Acquired Indebtedness, the related
acquisition as if such acquisition occurred at the beginning of such four-
quarter period; and (iv) any acquisition or disposition by the Company and its
Restricted Subsidiaries of any company or any business or any assets out of the
ordinary course of business, whether by merger, stock purchase or sale or asset
purchase or sale, or any related repayment of Indebtedness, in each case since
the first day of such four-quarter period, assuming such acquisition or
disposition had been consummated on the first day of such four-quarter period)
is equal to at least 2.00:1.00.

               (b)   The foregoing limitation will not apply to the Incurrence
of any of the following (collectively "Permitted Indebtedness"):

               (i)   Indebtedness of the Company and any Restricted Subsidiary
     under the Credit Agreement in an aggregate principal amount at any one time
     outstanding not to exceed an amount equal to the greater of (x)
     $1,000,000,000, minus the amount of any repayment of such Indebtedness
     under the Credit Agreement pursuant to Section 4.10, and (y) the Borrowing
     Base;

               (ii)  Indebtedness of the Company pursuant to the Notes
     outstanding on the Issue Date and other Indebtedness of the Company and its
     Restricted Subsidiaries outstanding on the Issue Date (other than
     Indebtedness under the Credit Agreement);

               (iii) Indebtedness of any Guarantor pursuant to a Guarantee;

               (iv)  Indebtedness of the Company owing to a Restricted
     Subsidiary; provided that any Indebtedness of the Company owing to a
     Restricted Subsidiary that is not a Guarantor is made pursuant to an
     intercompany note in the form attached to this Indenture as Exhibit F and
                                                                 ---------
     is subordinated in right of payment from and after such time as the Notes
     shall become due and payable (whether at Stated Maturity, acceleration or
     otherwise) to the payment and performance of the Company's obligations
     under the Notes; provided, further, that any disposition, pledge or
     transfer of any such Indebtedness to a Person (other than a disposition,
     pledge or transfer to a Restricted Subsidiary or a pledge to

                                     -31-
<PAGE>

     or for the benefit of the lenders under the Credit Agreement) shall be
     deemed to be an Incurrence of such Indebtedness by the obligor not
     permitted by this clause (iv);

               (v) Indebtedness of a Restricted Subsidiary owing to the Company
     or a Wholly Owned Restricted Subsidiary; provided that, with respect to
     Indebtedness owing to a Wholly Owned Restricted Subsidiary that is not a
     Guarantor, (x) any such Indebtedness is made pursuant to an intercompany
     note in the form attached to this Indenture as Exhibit F and (y) any such
                                                    ---------
     Indebtedness shall be subordinated in right of payment from and after such
     time as the obligations under the Guarantee by such Wholly Owned Restricted
     Subsidiary shall become due and payable to the payment and performance of
     such Wholly Owned Restricted Subsidiary's obligations under its Guarantee;
     provided, further that (a) any disposition, pledge or transfer of any such
     Indebtedness to a Person (other than a disposition, pledge or transfer to
     the Company or a Restricted Subsidiary or a pledge to or for the benefit of
     the lenders under the Credit Agreement) shall be deemed to be an Incurrence
     of such Indebtedness by the obligor not permitted by this clause (v), and
     (b) any transaction pursuant to which any Restricted Subsidiary which has
     Indebtedness owing to the Company or any other Restricted Subsidiary,
     ceases to be a Restricted Subsidiary shall be deemed to be the Incurrence
     of Indebtedness by such Restricted Subsidiary that is not permitted by this
     clause (v);

               (vi)      guarantees of any Restricted Subsidiary made in
     accordance with the provisions of Section 4.15 of this Indenture;

               (vii)     Hedging Obligations of the Company or any Guarantor
     entered into in the ordinary course of business (and not for speculative
     purposes) designed to protect against fluctuations in: (x) interest rates
     in respect of Indebtedness of the Company or any of its Restricted
     Subsidiaries, as long as such obligations at the time Incurred do not
     exceed the aggregate principal amount of such Indebtedness then outstanding
     or in good faith anticipated to be outstanding within 90 days of such
     Incurrence, (y) currencies or (z) commodities;

               (viii)    any renewals, extensions, substitutions, refundings,
     refinancings or replacements (collectively, a "refinancing") of any
     Indebtedness described in clauses (ii) and (iii) of this definition of
     "Permitted Indebtedness," including any successive refinancings so long as
     the aggregate principal amount of Indebtedness represented thereby is not
     increased by such refinancing plus the lesser of (1) the stated amount of
     any premium, interest or other payment required to be paid in connection
     with such a refinancing pursuant to the terms of the Indebtedness being
     refinanced or (2) the amount of premium, interest or other payment actually
     paid at such time to refinance the Indebtedness, plus, in either case, the
     amount of expenses of the Company incurred in connection with such
     refinancing and, in the case of Pari Passu Indebtedness or Subordinated
     Indebtedness, such refinancing does not reduce the Average Life to Stated
     Maturity or the Stated Maturity of such Indebtedness; and

               (ix)      Indebtedness, in addition to that described in clauses
     (i) through (viii) of this definition of "Permitted Indebtedness," and any
     renewals, extensions, substitutions, refinancings or replacements of such
     Indebtedness, not to exceed $75,000,000 outstanding at any one time in the
     aggregate.

Section 4.11.  Limitation on Restricted Payments.
               ---------------------------------

               (a)  The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly:

                                     -32-
<PAGE>

               (i)    declare or pay any dividend on, or make any distribution
     to holders of, any shares of the Company's Capital Stock (other than
     dividends or distributions payable solely in shares of its Qualified
     Capital Stock or in options, warrants or other rights to acquire such
     Qualified Capital Stock);

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

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

               (iv)   declare or pay any dividend or distribution on any Capital
     Stock of any Restricted Subsidiary to any Person (other than the Company or
     any of its Restricted Subsidiaries) or purchase, redeem or otherwise
     acquire or retire for value any Capital Stock of any Restricted Subsidiary
     held by any Person (other than the Company or any of its Wholly Owned
     Restricted Subsidiaries);

               (v)    Incur, create or assume any guarantee of Indebtedness of
     any Affiliate (other than a Wholly Owned Restricted Subsidiary of the
     Company); or

               (vi)   make any Investment in any Person (other than any
     Permitted Investments);

(any of the foregoing payments described in clauses (i) through (vi), other than
any such action that is a Permitted Payment, collectively, "Restricted
Payments") unless after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, as 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 and such Restricted Payment shall not be an event
which is, or after notice or lapse of time or both, would be, an "event of
default" under the terms of any Indebtedness of the Company or its Restricted
Subsidiaries; (2) immediately before and immediately after giving effect to such
transaction on a pro forma basis, the Company could Incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under the provisions contained
in Section 4.10; and (3) the aggregate amount of all such Restricted Payments
declared or made after the date of this Indenture does not exceed the sum of:

               (A)    50% of the aggregate cumulative Consolidated Net Income of
     the Company accrued on a cumulative basis during the period beginning on
     December 1, 1998 and ending on the last day of the Company's last fiscal
     quarter ending prior to the date of the Restricted Payment (or, if such
     aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of
     such loss); plus

               (B)    the aggregate Net Cash Proceeds received after November
     17, 1999 by the Company from the issuance or sale (other than to any of its
     Subsidiaries) of its shares of Qualified Capital Stock or any options,
     warrants or rights to purchase such shares of Qualified Capital Stock of
     the Company (except, in each case, to the extent such proceeds are used to
     purchase, redeem or otherwise retire Capital Stock or Subordinated
     Indebtedness as set forth below); plus

               (C)    the aggregate Net Cash Proceeds received after November
     17, 1999 by the Company (other than from any of its Subsidiaries) upon the
     exercise of any options or warrants to purchase shares of Qualified Capital
     Stock of the Company; plus

                                     -33-
<PAGE>

               (D)    the aggregate Net Cash Proceeds received after November
     17, 1999 by the Company from debt securities or Redeemable Capital Stock
     that has been converted into or exchanged for Qualified Capital Stock of
     the Company to the extent such debt securities or Redeemable Capital Stock
     are originally sold for cash plus the aggregate Net Cash Proceeds received
     by the Company at the time of such conversion or exchange; plus

               (E)    in the event the Company or any Restricted Subsidiary has
     made since November 17, 1999 or makes an Investment in a Person that, as a
     result of or in connection with such Investment, becomes a Restricted
     Subsidiary, an amount equal to the Company's or any Restricted Subsidiary's
     existing Investment in such Person that was previously treated as a
     Restricted Payment; plus

               (F)    so long as the Designation thereof was treated as a
     Restricted Payment made after November 17, 1999, with respect to any
     Unrestricted Subsidiary that has been redesignated as a Restricted
     Subsidiary after the Issue Date in accordance with Section 4.19, an amount
     equal to the Company's Investment in such Unrestricted Subsidiary (provided
     that such amount shall not in any case exceed the Designation Amount with
     respect to such Restricted Subsidiary upon its Designation); plus

               (G)    $50,000,000; minus

               (H)    the Designation Amount (measured as of the date of
     Designation) with respect to any Subsidiary of the Company which has been
     designated as an Unrestricted Subsidiary after November 17, 1999 in
     accordance with Section 4.19; minus

               (I)    all Restricted Payments made after November 17, 1999
     (other than Permitted Payments made and calculated on the basis set forth
     below).

               (b)    Notwithstanding the foregoing, and in the case of clauses
(ii), (iii) and (iv) below, so long as there is no Default or Event of Default
continuing, the foregoing provisions shall not prohibit the following actions
(clauses (i) through (iv) being referred to as a "Permitted Payment"):

               (i)    the payment of any dividend within 60 days after the date
          of declaration thereof, if at such date of declaration such payment
          would be permitted by the provisions of paragraph (a) of this Section
          4.11 and such payment shall be deemed to have been paid on such date
          of declaration for purposes of the calculation required by paragraph
          (a) of this Section 4.11;

               (ii)   the repurchase, redemption or other acquisition or
          retirement of any shares of any class of Capital Stock of the Company
          in exchange for (including any such exchange pursuant to the exercise
          of a conversion right or privilege or in which cash is paid in lieu of
          the issuance of fractional shares or scrip), or out of the Net Cash
          Proceeds of, a substantially concurrent issue and sale for cash (other
          than to a Subsidiary) of other shares of Qualified Capital Stock of
          the Company; provided that the Net Cash Proceeds from the issuance of
          such shares of Qualified Capital Stock are excluded from clause (3)(B)
          of paragraph (a) of this Section 4.11;

               (iii)  any repurchase, redemption, defeasance, retirement,
          refinancing or acquisition for value or payment of principal of any
          Subordinated Indebtedness in exchange for, or out of the Net Cash
          Proceeds of, a substantially concurrent issuance and sale for cash
          (other than to any Subsidiary of the Company) of any Qualified Capital
          Stock of the Company, provided that the Net Cash Proceeds from the
          issuance of such shares of Qualified Capital Stock are excluded from
          clause (3)(B) of paragraph (a) of this Section 4.11;

                                     -34-
<PAGE>

               (iv) the repurchase, redemption, defeasance, retirement,
     refinancing or acquisition for value or payment of principal of any
     Subordinated Indebtedness (other than Redeemable Capital Stock) (a
     "refinancing") through the issuance of new Subordinated Indebtedness of the
     Company, provided that any such new Subordinated Indebtedness (1) shall be
     in a principal amount that does not exceed the principal amount so
     refinanced (or, if such Subordinated Indebtedness provides for an amount
     less than the principal amount thereof to be due and payable upon a
     declaration or acceleration thereof, then such lesser amount as of the date
     of determination), plus the lesser of (x) the stated amount of any premium,
     interest or other payment required to be paid in connection with such a
     refinancing pursuant to the terms of the Indebtedness being refinanced or
     (y) the amount of premium, interest or other payment actually paid at such
     time to refinance the Indebtedness, plus, in either case, the amount of
     expenses of the Company Incurred in connection with such refinancing; (2)
     has an Average Life to Stated Maturity greater than the remaining Average
     Life to Stated Maturity of the Notes; (3) has a Stated Maturity for its
     final scheduled principal payment later than the Stated Maturity for the
     final scheduled principal payment of the Notes; and (4) is expressly
     subordinated in right of payment to the Notes at least to the same extent
     as the Indebtedness to be refinanced.

Section 4.12.  Limitation on Transactions with Affiliates.
               ------------------------------------------

               The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (other than the Company or a Wholly Owned Restricted
Subsidiary) unless (i) such transaction or series of transactions is in writing
on terms that are no less favorable to the Company or such Restricted
Subsidiary, as the case may be, than would be available in a comparable
transaction in arm's-length dealings with an unrelated third party, (ii) with
respect to any transaction or series of transactions involving aggregate
payments in excess of $10,000,000, the Company delivers an Officers' Certificate
to the Trustee certifying that such transaction or series of related
transactions complies with clause (i) above and such transaction or series of
related transactions has been approved by the Board of Directors of the Company,
and (iii) with respect to a transaction or series of related transactions
involving aggregate value in excess of $25,000,000, the Company delivers to the
Trustee an opinion of either an independent investment banking firm of national
standing in the United States or an independent public accounting firm of
national standing in the United States, stating that the transaction or series
of transactions is fair to the Company or such Restricted Subsidiary;
provided, however, that this provision shall not apply to any transaction with
an officer or director of the Company entered into in the ordinary course of
business (including compensation or employee benefit arrangements with any
officer or director of the Company).

Section 4.13.  Limitations on Liens.
               --------------------

               The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, Incur, affirm or suffer to exist
any Lien of any kind upon any of its property or assets (including any
intercompany notes), owned at the date of this Indenture or acquired after the
date of this Indenture, or any income or profits therefrom, except if the Notes
(or a Guarantee, in the case of Liens of a Guarantor) are directly secured
equally and ratably with (or prior to in the case of Liens with respect to
Subordinated Indebtedness or Indebtedness of a Guarantor subordinated in right
of payment to any Guarantee) the obligation or liability secured by such Lien,
excluding, however, from the operation of the foregoing any of the following:

               (a)  any Lien existing as of the date of this Indenture;

                                      -35-
<PAGE>

               (b) any Lien arising by reason of (1) 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; (2) taxes not yet delinquent or which are being
     contested in good faith; (3) security for payment of workers' compensation
     or other insurance; (4) good faith deposits in connection with tenders,
     leases or contracts (other than contracts for the payment of money); (5)
     zoning restrictions, easements, licenses, reservations, provisions,
     covenants, conditions, waivers, 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;
     (6) deposits to secure public or statutory obligations, or in lieu of
     surety or appeal bonds; (7) certain surveys, exceptions, title defects,
     encumbrances, easements, reservations of, or rights of others for, rights
     of way, sewers, electric lines, telegraph or telephone lines and other
     similar purposes or zoning or other restrictions as to the use of real
     property not interfering with the ordinary conduct of the business of the
     Company or any of its Restricted Subsidiaries; (8) operation of law in
     favor of 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; or (9) standard
     custodial, bailee or depository arrangements (including (x) in respect of
     deposit accounts with banks and other financial institutions and (y)
     standard customer agreements in respect of accounts for the purchase and
     sale of securities and other property with brokerage firms or other types
     of financial institutions);

               (c) any Lien now or hereafter existing on property of the Company
     or any Guarantor securing Indebtedness outstanding under the Credit
     Agreement;

               (d) 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, in each case
     which Indebtedness is permitted under the provisions of Section 4.10;
     provided that any such Lien only extends to the assets that were subject to
     such lien securing such Acquired Indebtedness prior to the related
     transaction by the Company or its Restricted Subsidiaries; and

               (e) any extension, renewal, refinancing or replacement, in whole
     or in part, of any Lien described in the foregoing clauses (a) through (d)
     so long as the amount of security is not increased thereby.

Section 4.14.  Limitation on Sale of Assets.
               ----------------------------

               (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
(other than an Asset Swap permitted by clause (g) below of this Section 4.14)
unless (i) at least 75% of the proceeds from such Asset Sale are received in
cash; provided, however, that the amount of (A) any liabilities (as shown on the
Company's or such Restricted Subsidiary's most recent balance sheet or the notes
thereto) of the Company or any Restricted Subsidiary that are assumed by the
transferee in such Asset Sale and from which the Company or such Restricted
Subsidiary is released and (B) any notes or other obligations received by the
Company or any such Restricted Subsidiary from such transferee that are
immediately converted by the Company or such Restricted Subsidiary into cash,
shall be deemed cash for purposes of this Section 4.14, and (ii) the Company or
such Restricted Subsidiary receives consideration

                                      -36-
<PAGE>

at the time of such Asset Sale at least equal to the Fair Market Value of the
shares or assets sold (other than in the case of an involuntary Asset Sale, as
determined by the Board of Directors of the Company and evidenced in a board
resolution).

          (b) If all or a portion of the Net Cash Proceeds of any Asset Sale are
not required to be applied to repay permanently any secured Indebtedness then
outstanding as required by the terms thereof, or the Company determines not to
apply such Net Cash Proceeds to the permanent repayment of such secured
Indebtedness or if no such secured Indebtedness is then outstanding, then the
Company may within 12 months of the Asset Sale, invest the Net Cash Proceeds in
other properties and assets that (as determined by the Board of Directors of the
Company) replace the properties and assets that were the subject of the Asset
Sale or in properties and assets that will be used in the businesses of the
Company or its Restricted Subsidiaries as existing at such time or reasonably
related thereto.  The amount of such Net Cash Proceeds neither used to
permanently repay or prepay secured Indebtedness nor used or invested as set
forth in this paragraph constitutes "Excess Proceeds."

          (c) When the aggregate amount of Excess Proceeds equals $10,000,000 or
more, the Company shall apply the Excess Proceeds to the repayment of the Notes
and any Pari Passu Indebtedness required to be repurchased under the instrument
governing such Pari Passu Indebtedness as follows:  (a) the Company shall make
an offer to purchase (an "Offer") from all holders of the Notes in accordance
with the procedures set forth in this Indenture in the maximum principal amount
(expressed as a multiple of $1,000) of Notes that may be purchased out of an
amount (the "Note Amount") equal to the product of such Excess Proceeds
multiplied by a fraction, the numerator of which is the outstanding principal
amount of the Notes, and the denominator of which is the sum of the outstanding
principal amount of the Notes and such Pari Passu Indebtedness (subject to
proration in the event such amount is less than the aggregate Offered Price (as
defined below) of all Notes tendered) and (b) to the extent required by such
Pari Passu Indebtedness to permanently reduce the principal amount of such Pari
Passu Indebtedness, the Company shall make an offer to purchase or otherwise
repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount
(the "Pari Passu Debt Amount") equal to the excess of the Excess Proceeds over
the Note Amount; provided that in no event shall the Pari Passu Debt Amount
exceed the principal amount of such Pari Passu Indebtedness plus the amount of
any premium required to be paid to repurchase such Pari Passu Indebtedness.  The
offer price shall be payable in cash in an amount equal to 100% of the principal
amount of the Notes plus accrued and unpaid interest, if any, to the date (the
"Offer Date") such Offer is consummated (the "Offered Price"), in accordance
with the procedures set forth in this Indenture.  To the extent that the
aggregate Offered Price of the Notes tendered pursuant to the Offer is less than
the Note Amount relating thereto or the aggregate amount of Pari Passu
Indebtedness that is purchased is less than the Pari Passu Debt Amount (the
amount of such shortfall, if any, constituting a "Deficiency"), the Company
shall use such Deficiency in the business of the Company and its Restricted
Subsidiaries.  Upon completion of the purchase of all the Notes tendered
pursuant to an Offer and the purchase of the Pari Passu Indebtedness pursuant to
a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at
zero.

          (d) If the Company becomes obligated to make an Offer pursuant to
clause (c) above, the Notes shall be purchased by the Company, at the option of
the holder thereof, in whole or in part in integral multiples of $1,000, on a
date that is not earlier than 45 days and not later than 60 days from the date
the notice is given to holders, or such later date as may be necessary for the
Company to comply with the requirements under the Exchange Act, subject to
proration in the event the Note Amount is less than the aggregate Offered Price
of all Notes tendered.

                                      -37-
<PAGE>

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

          (f) The Company will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under Indebtedness as in effect on the date of this
Indenture) as such Indebtedness may be refinanced from time to time, provided
that such restrictions are no less favorable to the Holders of Notes than those
existing on the date of this Indenture that would materially impair the ability
of the Company to make an Offer to purchase the Notes or, if such Offer is made,
to pay for the Notes tendered for purchase.

          (g) The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Swaps, unless:  (i) at the time of entering
into such Asset Swap, and immediately after giving effect to such Asset Swap, no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; (ii) in the event such Asset Swap involves an
aggregate amount in excess of $10,000,000, the terms of such Asset Swap have
been approved by a majority of the members of the board of directors of the
Company which determination shall include a determination that the Fair Market
Value of the assets being received in such swap are at least equal to the Fair
Market Value of the assets being swapped and (iii) in the event such Asset Swap
involves an aggregate amount in excess of $20,000,000, the Company has also
received a written opinion from an independent investment banking firm of
nationally recognized standing or an independent public accounting firm of
nationally recognized standing that such Asset Swap is fair to the Company or
such Restricted Subsidiary, as the case may be, from a financial point of view.

          (h) Subject to paragraphs (c) and (f) above, within 30 days after the
date on which the amount of Excess Proceeds equals or exceeds $10,000,000, the
Company shall send or cause to be sent by first-class mail, postage prepaid, to
the Trustee and to each Holder of the Notes, at its address appearing in the
Register, in the case of Definitive Notes, or the books and records of the
Paying Agent, in the case of Global Notes, a notice stating or including:

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

          (2) the Offer Date;

          (3) the instructions a Holder must follow in order to have its Notes
     purchased in accordance with paragraph (c) of this Section; and

          (4) (i) the most recently filed Annual Report on Form 10-K (including
     audited consolidated financial statements) of the Company, the most recent
     subsequently filed Quarterly Report on Form 10-Q and any Current Report on
     Form 8-K of the Company filed subsequent to such Quarterly Report, other
     than Current Reports describing Asset Sales otherwise described in the
     offering materials (or corresponding successor reports) (or in the event
     the Company is not required to prepare any of the foregoing Forms, the
     comparable information required pursuant to Section 4.02), (ii) a
     description of material developments in the Company's business subsequent
     to the date of the latest of such Reports, (iii) if material, appropriate
     pro forma financial information, and (iv) such other information, if any,
     concerning the business of the Company which the Company in good faith
     believes will enable such Holders to make an informed investment decision.

                                      -38-
<PAGE>

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

          (j) The Company shall (i) not later than the Offer Date, accept for
payment Notes or portions thereof tendered pursuant to the Offer, (ii) not later
than 10:00 a.m. (New York time) on the Offer Date, deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 2.05) an amount of money in
same day funds (or New York Clearing House funds if such deposit is made prior
to the Offer Date) sufficient to pay the aggregate Offered Price of all the
Notes or portions thereof which are to be purchased on that date and (iii) not
later than the Offer Date, deliver to the Paying Agent (if other than the
Company) an Officers' Certificate stating the Notes or portions thereof accepted
for payment by the Company.

          Subject to applicable escheat laws, as provided in the Notes, the
Trustee and the Paying Agent shall return to the Company any cash that remains
unclaimed, together with interest, if any, thereon, held by them for the payment
of the Offering Price; provided, however, that, (x) to the extent that the
aggregate amount of cash deposited by the Company with the Trustee in respect of
an Offer exceeds the aggregate Offered Price of the Notes or portions thereof to
be purchased, then the Trustee shall hold such excess for the Company and (y)
unless otherwise directed by the Company in writing, promptly after the Business
Day following the Offer Date the Trustee shall return any such excess to the
Company together with interest or dividends, if any, thereon.

          (k) Notes to be purchased shall, on the Offer Date, become due and
payable at the Offered Price and from and after such date (unless the Company
shall default in the payment of the Offered Price) such Notes shall cease to
bear interest.  Such Offered Price shall be paid to such Holder promptly
following the later of the Offer Date and the time of delivery of such Note to
the relevant Paying Agent at the office of such Paying Agent by the Holder
thereof in the manner required.  Upon surrender of any such Note for purchase in
accordance with the foregoing provisions, such Note shall be paid by the Company
at the Offered Price; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Offer Date shall be payable to the Holders
of such Notes, registered as such on the relevant record dates according to the
terms and the provisions of Section 2.04 of this Indenture; provided, further,
that Notes to be purchased are subject to proration in the event the Excess
Proceeds are less than the aggregate Offered Price of all Notes tendered for
purchase, with such adjustments as may be appropriate by the Trustee so that
only Notes in denominations of $1,000 or integral multiples thereof, shall be
purchased.  If any Note tendered for purchase shall not be so paid upon
surrender thereof by deposit of funds with the Trustee or a Paying Agent in
accordance with paragraph (j) above, the principal thereof (and premium, if any,
thereon) shall, until paid, bear interest from the Offer Date at the rate borne
by such Note.  Any Note that is to be purchased only in part shall be
surrendered to a Paying Agent at the office of such Paying Agent (with, if the
Company, the note registrar designated pursuant to Section 2.03 of this
Indenture or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the note
registrar or the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute and the
Trustee shall authenticate and deliver to the Holder of such Note, without
service charge, one or more new Notes of any

                                      -39-
<PAGE>

authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Note so surrendered that is not purchased.

Section 4.15.  Limitation on Guarantees by Restricted Subsidiaries.
               ---------------------------------------------------

               In the event the Company (i) organizes or acquires any Domestic
Restricted Subsidiary after November 17, 1999 that is not a Guarantor and causes
or permits such Restricted Subsidiary to, directly or indirectly, guarantee the
payment of any Indebtedness ("Other Indebtedness") of the Company or any
Guarantor or (ii) causes or permits any Foreign Restricted Subsidiary that is
not a Guarantor to, directly or indirectly, guarantee the payment of any Other
Indebtedness, then, in each case the Company shall cause such Restricted
Subsidiary to simultaneously execute and deliver a supplemental indenture to
this Indenture pursuant to which it will become a Guarantor under this
Indenture; provided, however, that in the event a Domestic Restricted Subsidiary
is acquired in a transaction in which a merger agreement is entered into, such
Domestic Restricted Subsidiary shall not be required to execute and deliver such
supplemental indenture until the consummation of the merger contemplated by any
such merger agreement; provided, further, that if such Other Indebtedness is (i)
Indebtedness that is ranked pari passu in right of payment with the Notes or the
Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of
such Restricted Subsidiary shall be pari passu in right of payment with the
guarantee of the Other Indebtedness; or (ii) Subordinated Indebtedness, the
Guarantees of such Restricted Subsidiary shall be senior in right of payment to
the guarantee of the Other Indebtedness (which guarantee of such Subordinated
Indebtedness shall provide that such guarantee is subordinated to the Guarantees
of such Subsidiary to the same extent and in the same manner as the Other
Indebtedness is subordinated to the Notes or the Guarantee of such Restricted
Subsidiary, as the case may be).

               If the Notes are defeased in accordance with the terms of Article
Nine of this Indenture, or if, subject to the requirements of Article Five of
this Indenture, all or substantially all of the assets of any Guarantor or all
of the Capital Stock of any Guarantor are sold (including by issuance or
otherwise) by the Company in a transaction constituting an Asset Sale, and if
(x) the Net Cash Proceeds from such Asset Sale are used in accordance with
Section 4.14 or (y) the Company delivers to the Trustee an Officers' Certificate
to the effect that the Net Cash Proceeds from such Asset Sale shall be used in
accordance with Section 4.14 and within the time limits specified by such
Section, then such Guarantor or the Guarantors, as the case may be (in the event
of a defeasance of the Notes or sale or other disposition of all of the Capital
Stock of such Guarantor), or the corporation acquiring such assets (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) shall be released and discharged of its Guarantee obligations in
respect of this Indenture and the Notes.

               Any Guarantor that is designated an Unrestricted Subsidiary
pursuant to and in accordance with Section 4.19 shall upon such Designation be
released and discharged of its Guarantee obligations in respect of this
Indenture and the Notes and any Unrestricted Subsidiary whose Designation is
revoked pursuant to Section 4.19 will be required to become a Guarantor in
accordance with Article Ten.

               In addition, a Guarantee of a Guarantor shall be released upon
the sale or transfer of all or substantially all of the assets or all of the
Capital Stock of such Guarantor; provided, that either (i) such sale or transfer
complies with the provisions set forth in Section 4.14 or (ii) such sale or
transfer need not comply with the provisions set forth in Section 4.14 because
the assets or Capital Stock so sold or transferred does not constitute an "Asset
Sale" by operation of the provisions of clause (y) of the last sentence of the
definition of Asset Sale.

                                      -40-
<PAGE>

Section 4.16.  Purchase of Notes upon a Change of Control.
               ------------------------------------------

               (a) If a Change of Control shall occur at any time, then each
Holder of Notes shall have the right to require that the Company 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, to the date of purchase (the "Change of Control Purchase
Date"), pursuant to the offer described in subsection (b) of this Section (the
"Change of Control Offer") and in accordance with the procedures set forth in
subsections (b), (c), (d) and (e) of this Section.

               (b) Within 30 days following any Change of Control, the Company
shall notify the Trustee thereof, give written notice (a "Change of Control
Purchase Notice") of such Change of Control to each Holder by first-class mail,
postage prepaid, at its address appearing in the Register, in the case of
Definitive Notes, or in the books and records of the Paying Agent, in the case
of Global Notes stating or including:

               (1) that a Change of Control has occurred, the date of such
     event, and that such Holder has the right to require the Company to
     repurchase such Holder's Notes at the Change of Control Purchase Price;

               (2) the circumstances and relevant facts regarding such Change of
     Control (including but not limited to information with respect to pro forma
     historical income, cash flow and capitalization after giving effect to such
     Change of Control, if any);

               (3) (i) the most recently filed Annual Report on Form 10-K
     (including audited consolidated financial statements) of the Company, the
     most recent subsequently filed Quarterly Report on Form 10-Q, as
     applicable, and any Current Report on Form 8-K of the Company filed
     subsequent to such Quarterly Report (or in the event the Company is not
     required to prepare any of the foregoing Forms, the comparable information
     required to be prepared by the Company and any Guarantor pursuant to
     Section 4.19), (ii) a description of material developments in the Company's
     business subsequent to the date of the latest of such reports and (iii)
     such other information, if any, concerning the business of the Company
     which the Company in good faith believes will enable such Holders to make
     an informed investment decision;

               (4) that the Change of Control Offer is being made pursuant to
     this Section 4.16 and that all Notes properly tendered pursuant to the
     Change of Control Offer will be accepted for payment at the Change of
     Control Purchase Price;

               (5) the Change of Control Purchase Date, which shall be a
     Business Day no earlier than 30 days nor later than 60 days from the date
     such notice is mailed, or such later date as is necessary to comply with
     requirements under the Exchange Act;

               (6) the Change of Control Purchase Price;

               (7) the names and addresses of the Paying Agent and the offices
     or agencies referred to in Section 2.03;

               (8) that Notes must be surrendered on or prior to the Change of
     Control Purchase Date to the Paying Agent at the office of the Paying Agent
     or to an office or agency referred to in Section 2.03 to collect payment;

                                      -41-
<PAGE>

               (9)  that the Change of Control Purchase Price for any Note which
     has been properly tendered and not withdrawn will be paid promptly
     following the Change of Control Offer Purchase Date;

               (10) the procedures for withdrawing a tender of Notes and Change
     of Control Purchase Notice;

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

               (12) that, unless the Company defaults in the payment of the
     Change of Control Purchase Price, any Notes accepted for payment pursuant
     to the Change of Control Offer shall cease to accrue interest after the
     Change of Control Purchase Date.

               (c)  Upon receipt by the Company of the proper tender of Notes,
the Holder of the Note in respect of which such proper tender was made shall
(unless the tender of such Note is properly withdrawn) thereafter be entitled to
receive solely the Change of Control Purchase Price with respect to such Note.
Upon surrender of any such Note for purchase in accordance with the foregoing
provisions, such Note shall be paid by the Company at the Change of Control
Purchase Price; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Change of Control Purchase Date shall be payable
to the Holders of such Notes registered as such on the relevant record dates
according to the terms and the provisions of Section 2.04. If any Note tendered
for purchase shall not be so paid upon surrender thereof, the principal thereof
(and premium, if any, thereon) shall, until paid, bear interest from the Change
of Control Purchase Date at the rate borne by such Note. Holders electing to
have Notes purchased will be required to surrender such Notes to the Paying
Agent at the address specified in the Change of Control Purchase Notice at least
two Business Days prior to the Change of Control Purchase Date. Any Note that is
to be purchased only in part shall be surrendered to a Paying Agent at the
office of such Paying Agent (with, if the note registrar designated pursuant to
Section 2.03 or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the note
registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Note, without service charge, one or more new Notes of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Note so
surrendered that is not purchased.

               (d)  The Company shall (i) not later than the Change of Control
Purchase Date, accept for payment Notes or portions thereof tendered pursuant to
the Change of Control Offer, (ii) not later than 5:00 p.m. (New York City time)
on the day preceding the Change of Control Purchase Date (unless the Company and
the Paying Agent agree to a different time), deposit with the Paying Agent an
amount of cash sufficient to pay the aggregate Change of Control Purchase Price
of all the Notes or portions thereof which are to be purchased as of the Change
of Control Purchase Date and (iii) not later than the Change of Control Purchase
Date, deliver to the Paying Agent an Officers' Certificate stating the Notes or
portions thereof accepted for payment by the Company.  The Paying Agent shall
promptly mail or deliver to Holders of Notes so accepted payment in an amount
equal to the Change of Control Purchase Price of the Notes purchased from each
such Holder, and the Company shall execute and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Note equal in principal
amount to any unpurchased portion of the Note surrendered.  Any Notes not so
accepted shall be promptly mailed or delivered by the Paying Agent at the
Company's expense to the Holder thereof.  The Company will publicly announce the
results of the Change of Control Offer on the Change of Control Purchase Date.
For purposes of this Section 4.16, the Company shall choose a Paying Agent which
shall not be the Company.

                                      -42-
<PAGE>

               (e) A Change of Control Purchase Notice may be withdrawn before
or after delivery by the Holder to the Paying Agent at the office of the Paying
Agent of the Note to which such Change of Control Purchase Notice relates, by
means of a written notice of withdrawal delivered by the Holder to the Paying
Agent at the office of the Paying Agent or to the office or agency referred to
in Section 2.03 to which the related Change of Control Purchase Notice was
delivered not later than three Business Days prior to the Change of Control
Purchase Date specifying, as applicable:

               (1) the name of the Holder;

               (2) the certificate number of the Note in respect of which such
     notice of withdrawal is being submitted;

               (3) the principal amount of the Note (which shall be $1,000 or an
     integral multiple thereof) delivered for purchase by the Holder as to which
     such notice of withdrawal is being submitted; and

               (4) the principal amount, if any, of such Note (which shall be
     $1,000 or an integral multiple thereof) that remains subject to the
     original Change of Control Purchase Notice and that has been or will be
     delivered for purchase by the Company.

               (f) Subject to applicable escheat laws, as provided in the Notes,
the Trustee and the Paying Agent shall return to the Company any cash that
remains unclaimed, together with interest or dividends, if any, thereon, held by
them for the payment of the Change of Control Purchase Price; provided, however,
that, (x) to the extent that the aggregate amount of cash deposited by the
Company pursuant to clause (ii) of paragraph (d) above exceeds the aggregate
Change of Control Purchase Price of the Notes or portions thereof to be
purchased, then the Trustee shall hold such excess for the Company and (y)
unless otherwise directed by the Company in writing, promptly after the Business
Day following the Change of Control Purchase Date the Trustee shall return any
such excess to the Company together with interest, if any, thereon.

               (g) The Company shall comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with a Change of Control Offer.

               (h) The Company will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under Indebtedness as in effect on the date of this
Indenture) that would materially impair the ability of the Company to make a
Change of Control Offer to purchase the Notes or, if such Change of Control
Offer is made, to pay for the Notes tendered for purchase.

Section 4.17.  Limitation on Restricted Subsidiary Capital Stock.
               -------------------------------------------------

               The Company will not permit any Restricted Subsidiary of the
Company to issue any Capital Stock, except for (i) Capital Stock issued to and
held by the Company or a Wholly Owned Restricted Subsidiary, (ii) Capital Stock
issued by a Person prior to the time (A) such Person becomes a Restricted
Subsidiary, (B) such Person merges with or into a Restricted Subsidiary or (C) a
Restricted Subsidiary merges with or into such Person, provided that such
Capital Stock was not issued or incurred by such Person in anticipation of the
type of transaction contemplated by subclauses (A), (B) or (C), (iii) Capital
Stock issued or sold by a Restricted Subsidiary where, immediately after giving
effect to such issuance or sale, such Restricted Subsidiary would no longer
constitute a Restricted Subsidiary, and (iv) Capital Stock issued to any
minority owner of a Restricted

                                      -43-
<PAGE>

Subsidiary; provided that immediately after giving effect to such issuance, (A)
such Restricted Subsidiary remains a Restricted Subsidiary and (B) the Company
has at least the same percentage of beneficial ownership in such Restricted
Subsidiary as immediately prior to such issuance.

Section 4.18.  Limitation on Dividends and Other Payment
               Restrictions Affecting Restricted
               ----------------------------------
               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 of the Company to (i) pay dividends or make any other
distribution on its Capital Stock, (ii) pay any Indebtedness owed to the Company
or a Restricted Subsidiary of the Company, (iii) make any Investment in the
Company or a Restricted Subsidiary of the Company or (iv) transfer any of its
properties or assets to the Company or any Restricted Subsidiary, except (a) any
encumbrance or restriction pursuant to an agreement in effect on the date of
this Indenture; (b) any encumbrance or restriction, with respect to a Restricted
Subsidiary that was not a Restricted Subsidiary of the Company on the date of
this Indenture, in existence at the time such Person becomes a Restricted
Subsidiary of the Company and, in the case of clauses (a) and (b), not incurred
in connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary; (c) any encumbrance or restriction existing under any agreement that
extends, renews, refinances or replaces the agreements containing the
encumbrances or restrictions in the foregoing clauses (a) and (b), or in this
clause (c), provided that the terms and conditions of any such encumbrances or
restrictions are not materially less favorable to the holders of the Notes than
those under or pursuant to the agreement evidencing the Indebtedness so
extended, renewed, refinanced or replaced (except that an encumbrance or
restriction that is not more restrictive than those set forth in this Indenture
shall in any event be permitted hereunder); and (d) any encumbrance or
restriction created pursuant to an asset sale agreement, stock sale agreement or
similar instrument pursuant to which an Asset Sale permitted under Section 4.14
is to be consummated, so long as such restriction or encumbrance shall be
effective only for a period from the execution and delivery of such agreement or
instrument through a termination date not later than 270 days after such
execution and delivery.

Section 4.19.  Designation of Unrestricted Subsidiaries.
               ----------------------------------------

               The Company may designate after the Issue Date any Subsidiary of
the Company as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

               (i)    no Default or Event of Default shall have occurred and be
     continuing at the time of or after giving effect to such Designation;

               (ii)   at the time of and after giving effect to such
     Designation, the Company could Incur $1.00 of additional Indebtedness
     (other than Permitted Indebtedness) under the Consolidated Fixed Charge
     Coverage Ratio of the first paragraph of Section 4.10(a); and

               (iii)  the Company would be permitted to make an Investment
     (other than a Permitted Investment) at the time of Designation (assuming
     the effectiveness of such Designation) pursuant to Section 4.11(a) above in
     an amount (the "Designation Amount") equal to the amount of the Company's
     Investment in such Subsidiary on such date.

               Neither the Company nor any Restricted Subsidiary shall at any
time (x) provide credit support for, subject any of its property or assets
(other than the Capital Stock of any Unrestricted Subsidiary) to the
satisfaction of, or guarantee, any Indebtedness of any Unrestricted Subsidiary
(including any undertaking,

                                      -44-
<PAGE>

agreement or instrument evidencing such Indebtedness) or (y) be directly or
indirectly liable for any Indebtedness of any Unrestricted Subsidiary. For
purposes of the foregoing, the Designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be deemed to include the Designation of all of the
Subsidiaries of such Subsidiary.

               The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") only if:

               (i)  no Default or Event of Default shall have occurred and be
     continuing at the time of and after giving effect to such Revocation; and

               (ii) all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation would, if Incurred at
     such time, have been permitted to be Incurred for all purposes of this
     Indenture.

               All Designations and Revocations must be evidenced by resolutions
of the Board of Directors of the Company, delivered to the Trustee certifying
compliance with the foregoing provisions.

Section 4.20.  [Intentionally omitted]

Section 4.21.  Waiver of Certain Covenants.
               ----------------------------

               The Company may omit in a particular instance to comply with any
covenant or condition set forth in Sections 4.01 through 4.21, if, before or
after the time for such compliance, the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding or shall, by act
of such Holders, waive such compliance in such instance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

Section 4.22.  Limitation of Applicability of Certain Covenants if Notes Rated
               Investment Grade.
               ---------------------------------------------------------------

               Notwithstanding the foregoing, the Company's and its Restricted
Subsidiaries' obligations to comply with the provisions of this Indenture
described in Sections 4.10, 4.11, 4.12, 4.17, 4.18, 4.19 and 5.01(a)(iv) will
terminate and cease to have any further effect from and after the first date
when the Notes are rated Investment Grade.

                                   ARTICLE 5

                             SUCCESSOR CORPORATION

Section 5.01.  Company or Any Guarantor May Consolidate, etc., Only on

               Certain Terms.
               -------------------------------------------------------

               (a)  The Company shall not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise

                                      -45-
<PAGE>

dispose of all or substantially all of its properties and assets as an entirety
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, conveyance, 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 (a) the Company shall be the 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 of all or
     substantially all of the properties and assets of the Company and its
     Restricted Subsidiaries on a Consolidated basis (the "Surviving Entity")
     shall be a corporation duly organized and validly existing under the laws
     of the United States of America, any state thereof or the District of
     Columbia and such Person assumes, by a supplemental indenture in a form
     reasonably satisfactory to the Trustee, all the obligations of the Company
     under the Notes and this Indenture shall remain in full force and effect;

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

            (iii)   immediately after giving effect to such transaction on a pro
     forma basis, the Consolidated Net Worth of the Company (or the Surviving
     Entity if the Company is not the continuing obligor under this Indenture)
     is equal to or greater than the Consolidated Net Worth of the Company
     immediately prior to such transaction;

            (iv)    immediately before and 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 under Section 4.10 (other than Permitted
     Indebtedness);

            (v)     each Guarantor, if any, unless it is the other party to the
     transactions described above, shall have by supplemental indenture
     confirmed that its Guarantee 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 4.13 are complied with; and

            (vii)   the Company or the Surviving Entity shall have delivered, or
     caused to be delivered, to the Trustee, in form and substance reasonably
     satisfactory to the Trustee, an Officers' Certificate and an Opinion of
     Counsel, each to the effect that such consolidation, merger, transfer,
     sale, assignment, conveyance, lease or other transaction and the
     supplemental indenture in respect thereto comply with this Indenture and
     that all conditions precedent therein or herein provided for relating to
     such transaction have been complied with.

            (b)     Each Guarantor shall not, and the Company will not permit a
Guarantor to, in a single transaction or through a series of related
transactions, merge or consolidate with or into any other corporation (other
than the Company or any other Guarantor) or other entity, or sell, assign,
convey, transfer, lease or

                                      -46-
<PAGE>

otherwise dispose of all or substantially all of its properties and assets on a
consolidated basis to any entity (other than the Company or any other Guarantor)
unless at the time and after giving effect thereto:

               (i)    either (1) such Guarantor shall be the continuing
     corporation or partnership or (2) the entity (if other than such Guarantor)
     formed by such consolidation or into which such Guarantor is merged or the
     entity which acquires by sale, assignment, conveyance, transfer, lease or
     disposition the properties and assets of such Guarantor 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
     expressly assume by an indenture supplemental hereto, executed and
     delivered to the Trustee, all the obligations of such Guarantor under its
     Guarantee and this Indenture;

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

               (iii)  such Guarantor shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, sale, assignment, conveyance, transfer, lease or
     disposition and such supplemental indenture comply with this Indenture, and
     thereafter all obligations of the predecessor shall terminate.

The provisions of this Section 5.01(b) shall not apply to any transaction
(including any Asset Sale made in accordance with Section 4.14) with respect to
any Guarantor (i) if the Guarantee of such Guarantor is released in connection
with such transaction in accordance with the last sentence of Section 4.15 or
(ii) if such transaction need not comply with the provisions set forth in
Section 4.14 because the properties or assets so sold, assigned, conveyed,
transferred, leased or otherwise disposed of do not constitute an "Asset Sale"
by operation of the provisions of clause (y) of the last sentence of the
definition of Asset Sale.

Section 5.02.  Successor Substituted.
               ---------------------

               Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company or any Guarantor (except, in the case of a
Guarantor, pursuant to a transaction set forth in the last paragraph of Section
5.01(b)) in accordance with Section 5.01, the successor Person formed by such
consolidation or into which the Company or such Guarantor, as the case may be,
is merged or the successor Person to which such sale, assignment, conveyance,
transfer, lease or disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company or such Guarantor, as the
case may be, under this Indenture, the Notes and/or the Guarantees, as the case
may be, with the same effect as if such successor had been named as the Company
or such Guarantor, as the case may be, herein, in the Notes and/or in the
Guarantees, as the case may be. When a successor assumes all the obligations of
its predecessor under this Indenture, the Notes or a Guarantee, as the case may
be, the predecessor shall be released from those obligations; provided that in
the case of a transfer by lease, the predecessor shall not be released from the
payment of principal and interest on the Notes or a Guarantee, as the case may
be.

                                      -47-
<PAGE>

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.
               -----------------

               Whenever used herein or in this Indenture, an "Event of Default"
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be occasioned by the provisions of this Article Six
or be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

               (a)  there shall be a default in the payment of any interest on
          any Note when it becomes due and payable, and such default shall
          continue 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 Note at its Maturity (upon acceleration,
          optional or mandatory redemption, required repurchase or otherwise);

               (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 clauses
          (a) or (b) or in clauses (ii), (iii) and (iv) of this clause (c)) and
          such default or breach shall continue for a period of 30 days after
          written notice has been given, by certified mail, (x) to the Company
          by the Trustee or (y) to the Company and the Trustee by the holders of
          at least 25% in aggregate principal amount of the outstanding Notes,
          specifying such default or breach and requiring it to be remedied and
          stating that such notice is a "Notice of Default" hereunder; (ii)
          there shall be a default in the performance or breach of the
          provisions of Article Five; (iii) the Company shall have failed to
          make or consummate an Offer in accordance with the provisions of
          Section 4.14; or (iv) the Company shall have failed to make or
          consummate a Change of Control Offer in accordance with the provisions
          of Section 4.16;

               (d)  one or more defaults shall have occurred under any
          agreements, indentures or instruments under which the Company, any
          Guarantor or any Subsidiary then has outstanding Indebtedness in
          excess of $10,000,000 in the aggregate and, if not already matured at
          its final maturity in accordance with its terms, such Indebtedness
          shall have been accelerated;

               (e)  any Guarantee shall for any reason cease to be, or be
          asserted in writing by any Guarantor or the Company not to be, in full
          force and effect and enforceable in accordance with its terms, except
          to the extent contemplated by this Indenture and any such Guarantee;

               (f)  one or more judgments, orders or decrees for the payment of
          money in excess of $15,000,000 either individually or in the aggregate
          (net of amounts covered by insurance, bond, surety or similar
          instrument), shall be entered against the Company, any Guarantor, any
          Subsidiary or any of their respective properties and shall not be
          discharged and either (a) any creditor shall have commenced an
          enforcement proceeding upon such judgment, order or decree or (b)
          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;

                                      -48-
<PAGE>

               (g)  any holder or holders of at least $10,000,000 in aggregate
          principal amount of Indebtedness of the Company, any Guarantor or any
          Subsidiary after a default under such Indebtedness shall notify the
          Trustee of the intended sale or disposition of any assets of the
          Company, any Guarantor or any Subsidiary that have been pledged to or
          for the benefit of such holder or holders to secure such Indebtedness
          or shall commence proceedings, or take any action (including by way of
          set-off), to retain in satisfaction of such Indebtedness or to collect
          on, seize, dispose of or apply in satisfaction of Indebtedness, assets
          of the Company, any Guarantor or any Subsidiary (including funds on
          deposit or held pursuant to lock-box and other similar arrangements);

               (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, any Guarantor or any Subsidiary in an involuntary case or
          proceeding under any applicable Bankruptcy Law or (ii) a decree or
          order adjudging the Company, any Guarantor or any Subsidiary bankrupt
          or insolvent, or seeking reorganization, arrangement, adjustment or
          composition of or in respect of the Company, any Guarantor or any
          Subsidiary under any applicable federal or state law, or appointing a
          custodian, receiver, liquidator, assignee, trustee, sequestrator (or
          other similar official) of the Company, any Guarantor or any
          Subsidiary or of any substantial part of their respective properties,
          or ordering the winding up or liquidation of their 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, any Guarantor or any 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, any Guarantor or any Subsidiary consents to the
          entry of a decree or order for relief in respect of the Company, any
          Guarantor or such 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, any Guarantor or any Subsidiary files a petition or answer or
          consent seeking reorganization or relief under any applicable federal
          or state law, (iv) the Company, any Guarantor or any Subsidiary (1)
          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, any
          Guarantor or such Subsidiary or of any substantial part of their
          respective properties, (2) makes an assignment for the benefit of
          creditors or (3) admits in writing its inability to pay its debts
          generally as they become due, or (v) the Company, any Guarantor or any
          Subsidiary takes any corporate action in furtherance of any such
          actions in this paragraph (i).

               The Company shall deliver to the Trustee within five days after
the occurrence thereof, written notice, in the form of an Officers' Certificate,
of any Default, its status and what action the Company is taking or proposes to
take with respect thereto.

Section 6.02.  Acceleration of Maturity; Rescission and Annulment.
               --------------------------------------------------

               If an Event of Default (other than an Event of Default specified
in Sections 6.01(h) and (i)) shall occur and be continuing, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may, and the Trustee at the request of the Holders of not less than
25% in aggregate principal amount of the Notes then outstanding shall, declare
all unpaid principal of, premium, if any, and accrued interest on all the Notes
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders of the Notes). If an Event of Default
specified in clause (h) or (i) of Section 6.01 occurs and is continuing, then
all the Notes shall ipso facto become and be immediately due and payable, in an
amount equal to the principal amount of the Notes, together with accrued and
unpaid interest, if any,

                                      -49-
<PAGE>

to the date the Notes become due and payable, without any declaration or other
act on the part of the Trustee or any Holder.

               At any time after such declaration of acceleration has been made
but before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in aggregate principal amount of the Notes outstanding, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

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

                    (i)   all sums paid or advanced by the Trustee under Section
               7.07 and the reasonable compensation, expenses, disbursements and
               advances of the Trustee, its agents and counsel,

                    (ii)  all overdue interest on all Notes, and

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

               (b)  all Events of Default, other than the non-payment of
          principal of the Notes which have become due solely by such
          declaration of acceleration, have been cured or waived as provided in
          Section 6.03; and

               (c)  the rescission will not conflict with any judgment or
          decree.

No such rescission shall affect any subsequent Default or impair any right
consequent thereon.

Section 6.03.  Waiver of Past Defaults and Events of Default.
               ---------------------------------------------

               Subject to Sections 2.10 and 6.02 hereof, the Holders of a
majority in principal amount of the Notes then outstanding have the right to
waive past Defaults under this Indenture except a Default in the payment of the
principal of, or interest or premium, if any, on any Note as specified in
clauses (a) and (b) of Section 6.01 or in respect of a covenant or a provision
which cannot be modified or amended without the consent of all Holders as
provided for in Section 8.02. The Company shall deliver to the Trustee an
Officers' Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. In case of any
such waiver, the Company, the Trustee and the Holders shall be restored to their
former positions and rights hereunder and under the Notes, respectively. This
paragraph of this Section 6.03 shall be in lieu of (S) 316(a)(1)(B) of the TIA
and (S) 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture
and the Notes, as permitted by the TIA.

               Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

Section 6.04.  Control by Majority.
               -------------------

               Subject to Section 2.10, the Holders of a majority in principal
amount of the outstanding Notes have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee by this Indenture. The
Trustee,

                                      -50-
<PAGE>

however, may refuse to follow any direction that conflicts with law or this
Indenture or that the Trustee determines may be unduly prejudicial to the rights
of another Holder not taking part in such direction, and the Trustee shall have
the right to decline to follow any such direction if the Trustee, being advised
by counsel, determines that the action so directed may not lawfully be taken or
if the Trustee in good faith shall, by a Trust Officer, determine that the
proceedings so directed may involve it in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction.  In the event the Trustee takes any action or
follows any direction pursuant to this Indenture, the Trustee shall be entitled
to indemnification reasonably satisfactory against any loss or expense caused by
taking such action or following such direction. This Section 6.04 shall be in
lieu of (S) 316(a)(1)(A) of the TIA, and (S) 316(a)(1)(A) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.

Section 6.05.  Limitation on Suits.
               -------------------

               Subject to Section 6.07 below, no Holder has any right to
institute any proceeding with respect to this Indenture or any remedy thereunder
unless:

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

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

               (3)  such Holder or Holders offer to the Trustee indemnity
          reasonably satisfactory to the Trustee against any loss, liability or
          expense which may be incurred in compliance with such request;

               (4)  the Trustee fails to institute such proceeding within 60
          calendar days after receipt of such notice and the offer of indemnity;
          and

               (5)  the Trustee has not received directions inconsistent with
          such written request during such 60-day period by the Holders of a
          majority in aggregate principal amount of the outstanding Notes.

               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 6.06.  Rights of Holders to Receive Payment.
               ------------------------------------

               Notwithstanding any other provision of this Indenture, the right
of any Holder to receive payment of principal of, or premium, if any, or accrued
interest of any Note held by such Holder on or after the respective due dates
expressed in such Note, or to bring suit for the enforcement of any such payment
on or after such respective dates, is absolute and unconditional and shall not
be impaired or affected without the consent of the Holder.

Section 6.07.  Collection Suit by Trustee.
               --------------------------

               If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(a) or (b) hereof occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of unpaid principal, premium and
accrued interest remaining unpaid, together with, to the extent that payment of
such interest is lawful, interest on overdue principal and interest on overdue
installments of interest, in each case at the rate set forth in the Notes, and

                                      -51-
<PAGE>

such further amounts as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.08.  Trustee May File Proofs of Claim.
               --------------------------------

               The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
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 and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its charges and expenses to the extent that any such charges and
expenses are not paid out of the estate in any such proceedings 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 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.

               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
or reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceedings.

Section 6.09.  Priorities.
               ----------

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

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

               SECOND:  if the Holders are forced to proceed against the Company
          directly without the Trustee, to Holders for their collection costs;

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

               FOURTH:  to the Company.

               The Trustee, upon prior written notice to the Company, may fix a
record date (in the case of Definitive Notes) and payment date for any payment
to Holders pursuant to this Section 6.09.

Section 6.10.  Undertaking for Costs.
               ---------------------

               In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses 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.
                                      -52-
<PAGE>

This Section 6.10 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07 hereof or a suit by Holders of more than 10% in
principal amount of the Notes then outstanding.

                                   ARTICLE 7

                                    TRUSTEE

Section 7.01.  Duties of Trustee.
               -----------------

               (a)  If a Default or 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
thereof 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 a Default or an Event of
Default:

                    (1)  The Trustee need perform only those duties as are
               specifically set forth in this Indenture and no covenants or
               obligations shall be implied in this Indenture against the
               Trustee.

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

               (c)  Notwithstanding anything to the contrary herein contained,
the Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except that:

               (1)  This paragraph does not limit the effect of paragraph (b) of
          this Section 7.01.

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

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

               (d)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or to take or omit to take any action
under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds
is not assured to it or it does not receive from such Holders an indemnity
reasonably satisfactory to it against such risk, liability, loss, fee or expense
which might be incurred by it in compliance with such request or direction.

                                      -53-
<PAGE>

               (e)  Whether or not herein expressly provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (d) of this Section 7.01.

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

Section 7.02.  Rights of Trustee.
               -----------------

               Subject to Section 7.01 hereof:

               (a)  The Trustee may conclusively rely on any document (whether
          in its original or facsimile form) reasonably believed by it to be
          genuine and to have been signed or presented by the proper Person. The
          Trustee need not investigate any fact or matter stated in any such
          document.

               (b)  Before the Trustee acts or refrains from acting with respect
          to any matters contemplated by this Indenture or the Notes it may
          consult with counsel and may require an Officers' Certificate or an
          Opinion of Counsel, or both, which shall conform to the provisions of
          Section 11.05 hereof. The Trustee shall be fully protected and shall
          not be liable for any action it takes or omits to take in good faith
          in reliance on such certificate or opinion.

               (c)  The Trustee may execute any of the trusts or powers
          hereunder or perform any duties hereunder through its attorneys and
          agents and shall not be responsible for the misconduct or negligence
          of any attorney or agent (other than an agent who is an employee of
          the Trustee) so long as the appointment of such agent was made with
          due care.

               (d)  The Trustee shall not be liable for any action it takes or
          omits to take in good faith which it reasonably believes to be
          authorized or within its rights or powers.

               (e)  The Trustee may consult with counsel of its selection, and
          the advice or opinion of such counsel as to matters of law shall be
          full and complete authorization and protection from liability in
          respect of any action taken, omitted or suffered by it hereunder in
          good faith and in accordance with the advice or opinion of such
          counsel.

               (f)  any request or direction of the Company mentioned herein
          shall be sufficiently evidenced by a request or order of the Company
          in writing and any resolution of the Board of Directors may be
          sufficiently evidenced by a Board Resolution;

               (g)  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 pursuant to this Indenture, unless
          such Holders shall have offered to the Trustee security or indemnity
          satisfactory to the Trustee against the costs, expenses and
          liabilities which might be incurred by it in compliance with such
          request or direction;

               (h)  the Trustee shall not be bound to make any investigation
          into the facts or matters stated in any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, note, other evidence of indebtedness
          or other paper or document, but the Trustee, in its discretion, may
          make such further inquiry or investigation into such facts or matters
          as it may see fit, and, if the Trustee shall determine to make such
          further inquiry or investigation, it

                                      -54-
<PAGE>

          shall be entitled to examine the books, records and premises of the
          Company, personally or by agent or attorney at the sole cost of the
          Company and shall incur no liability or additional liability of any
          kind by reason of such inquiry or investigation;

               (i)  the Trustee shall not be deemed to have notice of any
          Default of Event of Default unless a Responsible Officer of the
          Trustee has actual knowledge thereof or unless written notice of any
          event which is in fact such a default is received by the Trustee at
          the Corporate Trust Office of the Trustee, and such notice references
          the Notes and this Indenture; and

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

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 make loans to, accept deposits from,
perform services for or otherwise deal with the Company, or any Affiliates
thereof, with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. The Trustee, however, shall be 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' use of the proceeds from the sale of
Notes or any money paid to the Company pursuant to the terms of this Indenture
and it shall not be responsible for any statement of the Company in this
Indenture or the Notes other than the Trustee's certificate of authentication.

Section 7.05.  Notice of Defaults.
               ------------------

               If a Default or an Event of Default occurs and is continuing and
if a Responsible Officer of the Trustee has actual knowledge of such Default or
Event of Default, the Trustee shall mail to each Holder notice of the uncured
Default or Event of Default within 30 days after such Default or Event of
Default occurs. Except in the case of a Default or an Event of Default in
payment of principal of, premium or interest on, any Note, including an
accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer or on the Excess Proceeds
Payment Date pursuant to an Excess Proceeds Offer and, except in the case of a
failure to comply with Article Five hereof, the Trustee may withhold the notice
if and so long as its Board of Directors, the executive committee of its Board
of Directors or a committee of its directors and/or Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders. This
Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA, and
such proviso of Section 315(b) of the TIA is hereby expressly excluded from this
Indenture and the Notes, as permitted by the TIA.

Section 7.06.  Reports by Trustee to Holders.
               -----------------------------

               If required by TIA Section 313(a), within 60 days after September
15 of any year, commencing the September 15 following the date of this
Indenture, the Trustee shall deliver to each Holder a brief report

                                      -55-
<PAGE>

dated as of such May 15 that complies with TIA Section 313(a). The Trustee also
shall comply with TIA Section 313(b), (c) and (d).

               Reports pursuant to this Section 7.06 shall be transmitted by
mail:

               (1)  to all Holders of Definitive Notes, as the names and
          addresses of such Holders appear in the Register;

               (2)  to such Holders as have, within the two years preceding such
          transmission, filed their names and addresses with the Trustee for
          that purpose; and

               (3)  the Company shall promptly notify the Trustee when the Notes
          are listed on any stock exchange or of any delisting thereof.

Section 7.07.  Compensation and Indemnity.
               --------------------------

               The Company shall pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
for the Trustee's services.  The Trustee's compensation shall not be limited by
any law on compensation of a trustee of an express trust.  The Company shall
reimburse the Trustee upon request for all fees and expenses, including out-of-
pocket expenses incurred or made by it in connection with the performance of its
duties under this Indenture or in connection with the collection of any funds.
Such expenses shall include the reasonable fees and expenses of the Trustee's
agents and counsel.

               The Company shall fully indemnify each of the Trustee and any
predecessor Trustee and its agents, employees, stockholders and directors and
officers for, and hold them harmless against, any and all loss, liability claim,
damage or expense (including reasonable fees and expenses of its agents and
counsel) arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses of 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 for such loss as determined by a court
of competent jurisdiction to have been caused by the negligence, bad faith or
willful misconduct on their part.  The Trustee shall notify the Company
promptly, in writing, of any claim asserted against the Trustee for which it may
seek indemnity.  At the Trustee's sole discretion, the Company shall defend the
claim and the Trustee shall cooperate and may participate in the defense.  The
Company need not pay for any settlement made without its written consent, which
consent shall not be unreasonably withheld.  The Company need not reimburse any
expense or indemnify against any loss or liability to the extent incurred by the
Trustee through its own negligence, bad faith or willful misconduct.

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

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

Section 7.08.  Replacement of Trustee.
               ----------------------

               The Trustee may resign at any time by so notifying the Company in
writing. The Holders of a majority in principal amount of the outstanding Notes
may remove the Trustee by so notifying the Trustee and

                                      -56-
<PAGE>

the Company in writing and may appoint a successor Trustee. The Company may
remove the Trustee at its election if:

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

               (b)  the Trustee is adjudged a bankrupt or an insolvent;

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

               (d)  the Trustee otherwise becomes incapable of acting.

               If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), 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 Notes may appoint a successor
Trustee to replace the successor Trustee appointed by the Company.

               A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Immediately after that,
the retiring Trustee shall transfer, after payment of all sums then owing to the
Trustee pursuant to Section 7.07, all property held by it as Trustee to the
successor Trustee, subject to the lien provided in Section 7.07, the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have the rights, powers and duties of the Trustee under this
Indenture. A successor Trustee shall deliver notice of its succession to each
Holder.

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

               If the Trustee fails to comply with Section 7.10, any Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

               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 Consolidation, Merger or Conversion.
               --------------------------------------------------------

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

Section 7.10.  Eligibility; Disqualification.
               -----------------------------

               This Indenture shall always have a Trustee which shall be
eligible to act as Trustee under TIA Sections 310(a)(1) and 310(a)(2). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. If the Trustee
has or shall acquire any "conflicting interest" within the meaning of TIA
Section 310(b), the Trustee and the Company shall comply with the provisions of
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of

                                      -57-
<PAGE>

interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.
If at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 7.10, the Trustee shall resign promptly in the manner
and with the effect hereinbefore specified in this Article Seven.

Section 7.11.  Preferential Collection of Claims Against the Company.
               -----------------------------------------------------

               The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b).  A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.  The provisions of TIA Section 311 shall apply to the Company as
obligors of the Notes.

Section 7.12.  Trustee's Application for Instructions from the Company.
               -------------------------------------------------------

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

                                   ARTICLE 8

                            SUPPLEMENTAL INDENTURES

Section 8.01.  Supplemental Indentures and Agreements Without
               Consent of Holders.
               -------------------

               Without the consent of any Holders, the Company and the
Guarantors, if any, when authorized by a board resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for any of the
following purposes:

               (a)  to evidence the succession of another Person to the Company,
          any Guarantor or any other obligor upon the Notes, and the assumption
          by any such successor of the covenants of the Company or such
          Guarantor or obligor herein and in the Notes and in any Guarantee;

               (b)  to add to the covenants of the Company, any Guarantor or any
          other obligor upon the Notes for the benefit of the Holders, or to
          surrender any right or power herein conferred upon the Company, any
          Guarantor or any other obligor upon the Notes, as applicable, herein,
          in the Notes or in any Guarantee;

               (c)  to cure any ambiguity, to correct or supplement any
          provision herein which may be defective or inconsistent with any other
          provision herein, in the Notes or in any Guarantee, or to make

                                      -58-
<PAGE>

          any other provisions with respect to matters or questions arising
          under this Indenture, the Notes or any Guarantee; provided that, in
          each case, such provisions shall not adversely affect the interests of
          the Holders;

               (d)  to comply with the requirements of the Commission in order
          to effect or maintain the qualification of this Indenture under the
          Trust Indenture Act, as contemplated by Section 8.03 or otherwise;

               (e)  to add a Guarantor pursuant to the requirements of Section
          4.15;

               (f)  to evidence and provide the acceptance of the appointment of
          a successor trustee hereunder; or

               (g)  to mortgage, pledge, hypothecate or grant a security
          interest in favor of the Trustee for the benefit of the Holders as
          additional security for the payment and performance of the Indenture
          Obligations, in any property or assets, including any which are
          required to be mortgaged, pledged or hypothecated, or in which a
          security interest is required to be granted to the Trustee pursuant to
          this Indenture or otherwise.

Section 8.02.  Supplemental Indentures and Agreements with Consent of Holders.
               --------------------------------------------------------------

               With the consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Notes, by act of said Holders
delivered to the Company, each Guarantor, if any, and the Trustee, the Company
and each Guarantor (if a party thereto) when authorized by a board resolution,
and the Trustee, may enter into an indenture or indentures supplemental hereto
or agreements or other instruments with respect to any Guarantee in form and
substance satisfactory to the Trustee, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders under this
Indenture, the Notes or any Guarantee; provided, however, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each outstanding Note affected thereby:

               (a)  change the Stated Maturity of 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 the
          principal of 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 on or after the Stated Maturity thereof (or, in the
          case of redemption, on or after the redemption date thereof);

               (b)  amend, change or modify the obligation of the Company to
          make and consummate an Offer with respect to any Asset Sale or Asset
          Sales in accordance with Section 4.14 or the obligation of the Company
          to make and consummate a Change of Control Offer in the event of a
          Change of Control in accordance with Section 4.16, including amending,
          changing or modifying any definitions with respect thereto;

               (c)  reduce the percentage in principal amount of the outstanding
          Notes, the consent of whose Holders is required for any such
          supplemental indenture, or the consent of whose Holders is required
          for any waiver of compliance with certain provisions of this Indenture
          or certain defaults hereunder and their consequences provided for in
          this Indenture or with respect to any Guarantee;

                                      -59-
<PAGE>

               (d)  modify any of the provisions of this Section 8.02, Section
          4.21 or Section 6.03, except to increase any such percentage or to
          provide that certain other provisions of this Indenture cannot be
          modified or waived without the consent of the Holder of each Note
          affected thereby;

               (e)  except as otherwise permitted under Article Five, consent to
          the assignment or transfer by the Company or any Guarantor of any of
          its rights and obligations under this Indenture; or

               (f)  amend or modify any of the provisions of this Indenture to
          cause the Notes or any Guarantee to be subordinate to any other
          Indebtedness.

               Upon the written request of the Company and each Guarantor, if
any, accompanied by a copy of a board resolution authorizing the execution of
any such supplemental indenture or Guarantee, and upon the filing with the
Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Company and each Guarantor in the execution of such supplemental
indenture or Guarantee.

               It shall not be necessary for any act of Holders under this
Section 8.02 to approve the particular form of any proposed supplemental
indenture or Guarantee or agreement or instrument relating to any Guarantee, but
it shall be sufficient if such act shall approve the substance thereof.

Section 8.03.  Compliance with TIA.
               -------------------

               Every amendment to or supplement of this Indenture or the Notes
shall comply with the TIA as then in effect.

Section 8.04.  Revocation and Effect of Consents.
               ---------------------------------

               Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of such Note by
notice to the Trustee or the Company received before the date on which the
Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver.

               The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the last
sentence of the immediately preceding paragraph, those Persons who were Holders
at such record date (or their duly designated proxies), and only those Persons,
shall be entitled to revoke any consent previously given, whether or not such
Persons continue to be Holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.

               After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(a) through (f) of Section 8.02, in which case, the amendment, supplement or
waiver shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; provided that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of and interest
on a Note, on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

                                      -60-
<PAGE>

Section 8.05.  Notation on or Exchange of Notes.
               --------------------------------

               If an amendment, supplement, or waiver changes the terms of a
Note, the Trustee may request the Holder to deliver it to the Trustee. In such
case, the Trustee shall place an appropriate notation on the Note about the
changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determine, in exchange for the Note the Company shall issue and the
Trustee shall authenticate a new Note that reflects the changed terms. Failure
to make the appropriate notation or issue a new Note shall not affect the
validity and effect of such amendment supplement or waiver.

Section 8.06.  Trustee to Sign Amendments, etc.
               -------------------------------

               The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article Eight is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms (subject to customary exceptions). The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                                   ARTICLE 9

                      DISCHARGE OF INDENTURE; DEFEASANCE


Section 9.01.  Satisfaction and Discharge of Indenture.
               ---------------------------------------

               This Indenture shall cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of the Notes herein
expressly provided for) and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

               (a)  either

                    (1)  all the Notes theretofore authenticated and delivered
               (other than (i) Notes which have been destroyed, lost or stolen
               and which have been replaced or paid as provided in Section 2.08
               or (ii) all Notes for whose payment in U.S. Dollars have
               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 3.05) have
               been delivered to the Trustee cancelled or for cancellation; or

                    (2)  all such Notes not theretofore delivered to the Trustee
               canceled or for cancellation (x) have become due and payable, (y)
               will become due and payable at their Stated Maturity within one
               year, or (z) are to be called for redemption 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, and the Company or any Guarantor has
               irrevocably deposited or caused to be deposited with the Trustee
               in trust for such purpose an amount in U.S. Dollars sufficient to
               pay and discharge the entire Indebtedness on the Notes not

                                      -61-
<PAGE>

               theretofore delivered to the Trustee canceled or for
               cancellation, including principal of, premium, if any, and
               accrued interest at such Stated Maturity or redemption date;

               (b)  the Company or any Guarantor has paid or caused to be paid
          all other sums payable hereunder by the Company or any Guarantor; and

               (c)  the Company has delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel stating that (i) all conditions
          precedent herein provided relating to the satisfaction and discharge
          of this Indenture have been complied with and (ii) 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 the Company or any Guarantor is bound.

               Opinions of Counsel required to be delivered under this Section
9.01 may have qualifications customary for opinions of the type required and
counsel delivering such opinions of Counsel may rely on certificates of the
Company or government or other officials customary for opinions of the type
required, including certificates certifying as to matters of fact, including
that various financial covenants have been complied with.

               Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.07 and, if U.S.
Dollars shall have been deposited with the Trustee pursuant to subclause (2) of
Subsection (a) of this Section 9.01, the obligations of the Trustee under
Section 2.05 and Section 9.02 of this Indenture shall survive.

Section 9.02.  Application of Trust Money.
               --------------------------

               Subject to the provisions of Section 2.05, all U.S. Dollars
deposited with the Trustee pursuant to Section 9.01 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 of, premium, if
any, and interest on the Notes for whose payment such U.S. Dollars have been
deposited with the Trustee, but such money need not be segregated from other
funds except to the extent required by law or GAAP.

Section 9.03.  Termination of the Company's Obligation.
               ---------------------------------------

               The Company may, provided that no Default or Event of Default has
occurred and is continuing or would arise therefrom (or, with respect to a
Default or Event of Default specified in Section 6.01(h) or (i), occurs at any
time on or prior to the 91st calendar day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until after
such 91st day)), terminate its and its Restricted Subsidiaries' substantive
obligations in respect of Article Four of this Indenture (other than Sections
4.01, 4.02, 4.04 and 4.06), Article Five hereof and Article Nine hereof (other
than Sections 9.01, 9.02 and 9.03) and any Event of Default specified in Section
6.01(c) or (d) by (i) depositing with the Trustee, under the terms of an
irrevocable trust agreement for the benefit of the Holders, cash in U.S. Dollars
or United States Treasury Securities (or a combination thereof) sufficient in
the opinion of an internationally recognized firm of independent public
accountants (without reinvestment) to pay all remaining Indebtedness on the
Notes, (ii) delivering to the Trustee Opinions of Counsel in the United States
reasonably acceptable to the Trustee confirming that the holders of the Notes
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such termination and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such termination had not occurred, (iii)
delivering to the Trustee an Officers' Certificate stating that the deposit was
not made by the Company with the intent of

                                      -62-
<PAGE>

preferring the holders of the Notes over any other creditors of the Company or
with the intent of defeating, hindering, delaying or defrauding any other
creditors of the Company or others, (iv) delivering to the Trustee Opinions of
Counsel to the effect that (A) the trust funds will not be subject to any rights
of holders of Indebtedness of the Company other than the Notes and (B) assuming
no intervening bankruptcy of the Company between the date of deposit and the
91st day following the deposit and that no Holder of the Notes is an insider of
the Company, after the 91st day following the deposit, the trust funds will not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, (v)
delivering to the Trustee Opinions of Counsel to the effect that the Company's
exercise of its option under this Section 9.03 will not result in any of the
Company, the Trustee or the trust created by the Company's deposit of funds
pursuant to this provision becoming or being deemed to be an "investment
company" under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), and (vi) delivering to the Trustee an Officers' Certificate and
Opinions of Counsel each stating compliance with all conditions precedent
provided for herein. In addition, the Company may, provided that no Default or
Event of Default has occurred and is continuing or would arise therefrom (or,
with respect to a Default or Event of Default specified in Section 6.01(h) or
(i), occurs at any time on or prior to the 91st calendar day after the date of
such deposit (it being understood that this condition shall not be deemed
satisfied until after such 91st day)) and provided that no default under any
Indebtedness would arise therefrom, terminate all of its and the Guarantors'
substantive obligations in respect of the Notes (including its obligations to
pay the principal of and interest on the Notes and the Guarantors' Guarantee
thereof) by (i) depositing with the Trustee, under the terms of an irrevocable
trust agreement, cash in U.S. Dollars or United States Treasury Securities
sufficient (without reinvestment) to pay all remaining Indebtedness on the
Notes, (ii) delivering to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) 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 Counsel shall confirm that, the holders of the Notes
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such termination and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case had such termination not occurred, (iv) delivering
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 over any
other creditors of the Company or with the intent of defeating, hindering,
delaying or defrauding any other creditors of the Company or others, (v)
delivering to the Trustee Opinions of Counsel to the effect that (A) the trust
funds will not be subject to any rights of holders of Indebtedness of the
Company other than the Notes and (B) assuming no intervening bankruptcy of the
Company between the date of deposit and the 91st day following the deposit and
that no Holder of the Notes is an insider of the Company, after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally, (vi) delivering to the Trustee Opinions of Counsel
to the effect that the Company's exercise of its option under this Section 9.03
will not result in any of the Company, the Trustee or the trust created by the
Company's deposit of funds pursuant to this provision becoming or being deemed
to be an "investment company" under the Investment Company Act and (vii)
delivering to the Trustee an Officers' Certificate and Opinions of Counsel each
stating compliance with all conditions precedent provided for herein.

               Notwithstanding the foregoing paragraph, the Company's
obligations in Sections 2.02, 2.07, 2.08, 2.11, 2.13, 4.01, 4.06, 6.01, 7.07,
7.08, 9.02 and 9.05 of this Indenture shall survive until the Notes are no
longer outstanding. Thereafter, the Company's obligations in Sections 9.02, 9.05
and 9.06 of this Indenture shall survive.

               After such delivery or irrevocable deposit and delivery of an
Officers' Certificate and Opinion of Counsel, the Trustee upon request shall
acknowledge in writing the discharge of the Company's and the Guarantors'
obligations under the Notes, this Indenture except for those surviving
obligations specified above.

                                      -63-
<PAGE>

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the United States Treasury
Securities deposited pursuant to this Section 9.03 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 outstanding Notes.

Section 9.04.  Application of Trust Money.
               --------------------------

               The Trustee shall hold in trust money or United States Treasury
Securities deposited with it pursuant to Section 9.03, and shall apply the
deposited money and the proceeds from United States Treasury Securities in
accordance with this Indenture solely to the payment of principal of and
interest on the Notes.

Section 9.05.  Repayment to Company.
               --------------------

               Subject to Sections 7.07 and 9.03, the Trustee shall promptly pay
to the Company upon written request any excess money held by it at any time. The
Trustee shall pay to the Company upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years;
provided, however, that the Trustee before being required to make any payment
may at the expense of the Company cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that, after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining shall
be repaid to the Company. After payment to the Company, Holders entitled to
money must look solely to the Company for payment as general creditors unless an
applicable abandoned property law designates another person and all liability of
the Trustee or Paying Agent with respect to such money shall thereupon cease.

Section 9.06.  Reinstatement.
               -------------

               If the Trustee is unable to apply any money or United States
Treasury Securities in accordance with Section 9.03 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 the Guarantors' obligations under this Indenture, the Notes and
the Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to Section 9.03 until such time as the Trustee is permitted to apply
all such money or United States Treasury Securities in accordance with Section
9.03; provided, however, that if the Company has made any payment of interest on
or principal of 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 United States Treasury Securities held by
the Trustee.

                                  ARTICLE 10

                                  GUARANTEES


Section 10.01. Guarantors' Guarantee.
               ---------------------

               For value received, each of the Guarantors, in accordance with
this Article Ten, hereby absolutely, unconditionally and irrevocably guarantees,
jointly and severally, to the Trustee and the Holders, as if the Guarantors were
the principal debtor, the punctual payment and performance when due of all
Indenture Obligations (which for purposes of this Guarantee shall also be deemed
to include all commissions, fees,

                                      -64-
<PAGE>

charges, costs and other expenses (including reasonable legal fees and
disbursements of one counsel) arising out of or incurred by the Trustee or the
Holders in connection with the enforcement of this Guarantee).

Section 10.02. Continuing Guarantee; No Right of Set-Off; Independent
               ------------------------------------------------------
Obligation.
----------

               (a)  This Guarantee shall be a continuing guarantee of the
payment and performance of all Indenture Obligations and shall remain in full
force and effect until the payment in full of all of the Indenture Obligations
and shall apply to and secure any ultimate balance due or remaining unpaid to
the Trustee or the Holders; and this Guarantee shall not be considered as wholly
or partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in this Indenture including those set forth in Article Five.
Without limiting the generality of the foregoing, each of the Guarantors'
liability shall extend to all amounts which constitute part of the Indenture
Obligations and would be owed by the Company under this Indenture and the Notes
but for the fact that they are unenforceable, reduced, limited, impaired,
suspended or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving the Company.

               (b)  Each Guarantor, jointly and severally, hereby guarantees
that the Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in U.S. Dollars.

               (c)  Each Guarantor, jointly and severally, guarantees that the
Indenture Obligations shall be paid strictly in accordance with their terms
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the holders of the
Notes.

               (d)  Each Guarantor's liability to pay or perform or cause the
performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 4.15.

               (e)  Except as provided herein, the provisions of this Article
Ten cover all agreements between the parties hereto relative to this Guarantee
and none of the parties shall be bound by any representation, warranty or
promise made by any Person relative thereto which is not embodied herein; and it
is specifically acknowledged and agreed that this Guarantee has been delivered
by each Guarantor free of any conditions whatsoever and that no representations,
warranties or promises have been made to any Guarantor affecting its liabilities
hereunder, and that the Trustee shall not be bound by any representations,
warranties or promises now or at any time hereafter made by the Company to any
Guarantor.

Section 10.03. Guarantee Absolute.
               ------------------

               The obligations of the Guarantors hereunder are independent of
the obligations of the Company under the Notes and this Indenture and a separate
action or actions may be brought and prosecuted against any Guarantor whether or
not an action or proceeding is brought against the Company and whether or not
the Company is joined in any such action or proceeding. The liability of the
Guarantors hereunder is irrevocable, absolute and unconditional and (to the
extent permitted by law) the liability and obligations of the Guarantors
hereunder shall not be released, discharged, mitigated, waived, impaired or
affected in whole or in part by:

                                      -65-
<PAGE>

          (a)  any defect or lack of validity or enforceability in respect of
     any Indebtedness or other obligation of the Company or any other Person
     under this Indenture or the Notes, or any agreement or instrument relating
     to either of the foregoing;

          (b)  any grants of time, renewals, extensions, indulgences, releases,
     discharges or modifications which the Trustee or the Holders may extend to,
     or make with, the Company, any Guarantor or any other Person, or any change
     in the time, manner or place of payment of, or in any other term of, all or
     any of the Indenture Obligations, or any other amendment or waiver of, or
     any consent to or departure from, this Indenture or the Notes, including
     any increase or decrease in the Indenture Obligations;

          (c)  the taking of security from the Company, any Guarantor or any
     other Person, and the release, discharge or alteration of, or other dealing
     with, such security;

          (d)  the occurrence of any change in the laws, rules, regulations or
     ordinances of any jurisdiction by any present or future action of any
     governmental authority or court amending, varying, reducing or otherwise
     affecting, or purporting to amend, vary, reduce or otherwise affect, any of
     the Indenture Obligations and the obligations of any Guarantor hereunder;

          (e)  the abstention from taking security from the Company, any
     Guarantor or any other Person or from perfecting, continuing to keep
     perfected or taking advantage of any security;

          (f)  any loss, diminution of value or lack of enforceability of any
     security received from the Company, any Guarantor or any other Person, and
     including any other guarantees received by the Trustee;

          (g)  any other dealings with the Company, any Guarantor or any other
     Person, or with any security;

          (h)  the Trustee's or the Holders' acceptance of compositions from the
     Company or any Guarantor;

          (i)  the application by the Holders or the Trustee of all monies at
     any time and from time to time received from the Company, any Guarantor or
     any other Person on account of any indebtedness and liabilities owing by
     the Company or any Guarantor to the Trustee or the Holders, in such manner
     as the Trustee or the Holders deems best and the changing of such
     application in whole or in part and at any time or from time to time, or
     any manner of application of collateral, or proceeds thereof, to all or any
     of the Indenture Obligations, or the manner of sale of any Collateral;

          (j)  the release or discharge of the Company or any Guarantor of the
     Notes or of any Person liable directly as surety or otherwise by operation
     of law or otherwise for the Notes, other than an express release in writing
     given by the Trustee, on behalf of the Holders, of the liability and
     obligations of any Guarantor hereunder;

          (k)  any change in the name, business, capital structure or governing
     instrument of the Company or any Guarantor or any refinancing or
     restructuring of any of the Indenture Obligations;

          (l)  the sale of the Company's or any Guarantor's business or any part
     thereof;

                                      -66-
<PAGE>

               (m)  subject to Section 10.14, any merger or consolidation,
          arrangement or reorganization of the Company, any Guarantor, any
          Person resulting from the merger or consolidation of the Company or
          any Guarantor with any other Person or any other successor to such
          Person or merged or consolidated Person or any other change in the
          corporate existence, structure or ownership of the Company or any
          Guarantor;

               (n)  the insolvency, bankruptcy, liquidation, winding-up,
          dissolution, receivership or distribution of the assets of the Company
          or its assets or any resulting discharge of any obligations of the
          Company (whether voluntary or involuntary) or of any Guarantor or the
          loss of corporate existence;

               (o)  subject to Section 10.14, any arrangement or plan of
          reorganization affecting the Company or any Guarantor;

               (p)  any other circumstance (including any statute of
          limitations) that might otherwise constitute a defense available to,
          or discharge of, the Company or any Guarantor; or

               (q)  any modification, compromise, settlement or release by the
          Trustee, or by operation of law or otherwise, of the Indenture
          Obligations or the liability of the Company or any other obligor under
          the Notes, in whole or in part, and any refusal of payment by the
          Trustee, in whole or in part, from any other obligor or other
          guarantor in connection with any of the Indenture Obligations, whether
          or not with notice to, or further assent by, or any reservation of
          rights against, each of the Guarantors.

Section 10.04. Right to Demand Full Performance.
               --------------------------------

               In the event of any demand for payment or performance by the
Trustee from any Guarantor hereunder, the Trustee or the Holders shall have the
right to demand its full claim and to receive all dividends or other payments in
respect thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Company under
this Indenture and the Notes. The retention by the Trustee or the Holders of any
security, prior to the realization by the Trustee or the Holders of its rights
to such security upon foreclosure thereon, shall not, as between the Trustee and
any Guarantor, be considered as a purchase of such security, or as payment,
satisfaction or reduction of the Indenture Obligations due to the Trustee or the
Holders by the Company or any part thereof.

Section 10.05. Waivers.
               -------

               (a)  Each Guarantor hereby expressly waives (to the extent
permitted by law) notice of the acceptance of this Guarantee and notice of the
existence, renewal, extension or the non-performance, non-payment, or non-
observance on the part of the Company of any of the terms, covenants, conditions
and provisions of this Indenture or the Notes or any other notice whatsoever to
or upon the Company or such Guarantor with respect to the Indenture Obligations.
Each Guarantor hereby acknowledges communication to it of the terms of this
Indenture and the Notes and all of the provisions therein contained and consents
to and approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment.

                                      -67-
<PAGE>

               (b)    Without prejudice to any of the rights or recourses which
the Trustee or the Holders may have against the Company, each Guarantor hereby
expressly waives (to the extent permitted by law) any right to require the
Trustee or the Holders to:

               (i)    initiate or exhaust any rights, remedies or recourse
          against the Company, any Guarantor or any other Person;

               (ii)   value, realize upon, or dispose of any security of the
          Company or any other Person held by the Trustee or the Holders; or

               (iii)  initiate or exhaust any other remedy which the Trustee or
          the Holders may have in law or equity;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

Section 10.06. The Guarantors Remain Obligated in Event the Company Is No
               Longer Obligated to Discharge Indenture Obligations.
               ----------------------------------------------------

               It is the express intention of the Trustee and the Guarantors
that if for any reason the Company has no legal existence, is or becomes under
no legal obligation to discharge the Indenture Obligations owing to the Trustee
or the Holders by the Company or if any of the Indenture Obligations owing by
the Company to the Trustee or the Holders becomes irrecoverable from the Company
by operation of law or for any reason whatsoever, this Guarantee and the
covenants, agreements and obligations of the Guarantors contained in this
Article Ten shall nevertheless be binding upon the Guarantors, as principal
debtor, until such time as all such Indenture Obligations have been paid in full
to the Trustee and all Indenture Obligations owing to the Trustee or the Holders
by the Company have been discharged, or such earlier time as Section 9.01 shall
apply to the Notes and the Guarantors shall be responsible for the payment
thereof to the Trustee or the Holders upon demand.

Section 10.07. Fraudulent Conveyance; Subrogation.
               ----------------------------------

               (a)  Any term or provision of this Guarantee to the contrary
notwithstanding, (i) the aggregate amount of the Indenture Obligations
guaranteed hereunder shall be reduced to the extent necessary to prevent this
Guarantee from violating or becoming voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally and (ii) with respect to the liability of
Canandaigua B.V. only, the liability of Canandaigua B.V. under its Guarantee
shall not exceed the net intrinsic value of Canandaigua B.V. without leaving the
other creditors of Canandaigua B.V. unpaid.

               (b)  Each Guarantor hereby waives all rights of subrogation or
contribution, whether arising by contract or operation of law (including without
limitation, any such right arising under federal bankruptcy law) or otherwise by
reason of any payment by it pursuant to the provisions of this Article Ten.

Section 10.08. Guarantee Is Additional to Other Security.
               -----------------------------------------

               This Guarantee shall be in addition to and not in substitution
for any other guarantees or other security which the Trustee may now or
hereafter hold in respect of the Indenture Obligations owing to the Trustee or
the Holders by the Company and (except as may be required by law) the Trustee
shall be under no obligation to marshal in favor of each of the Guarantors any
other guarantees or other security or any moneys

                                      -68-
<PAGE>

or other assets which the Trustee may be entitled to receive or upon which the
Trustee or the Holders may have a claim.

Section 10.09. No Recourse Against Others.
               --------------------------

               A director, officer, employee, stockholder or incorporator, as
such, of the Company shall not have any liability for any obligations of the
Company under the Notes or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creations. Each Holder by accepting
a Note waives and releases all such liability. Such waiver and release are part
of the consideration for the issuance of the Notes.

Section 10.10. No Bar to Further Actions.
               -------------------------

               Except as provided by law, no action or proceeding brought or
instituted under Article Ten and this Guarantee and no recovery or judgment in
pursuance thereof shall be a bar or defense to any further action or proceeding
which may be brought under this Article Ten and the Guarantee by reason of any
further default or defaults under this Article Ten and the Guarantee or in the
payment of any of the Indenture Obligations owing by the Company.

Section 10.11. Failure To Exercise Rights Shall Not Operate as a Waiver; No
               Suspension of Remedies.
               -----------------------

               (a)  No failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders, any right, power, privilege or remedy under
this Article Ten and the Guarantee shall operate as a waiver thereof, nor shall
any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity.

               (b)  Nothing contained in this Article Ten shall limit the right
of the Trustee or the Holders to take any action to accelerate the maturity of
the Notes pursuant to Article Six or to pursue any rights or remedies hereunder
or under applicable law.

Section 10.12. Trustee's Duties; Notice to Trustee.
               -----------------------------------

               (a)  Any provision in this Article Ten or elsewhere in this
Indenture allowing the Trustee to request any information or to take any action
authorized by, or on behalf of any Guarantor, shall be permissive and shall not
be obligatory on the Trustee except as the Holders may direct in accordance with
the provisions of this Indenture or where the failure of the Trustee to request
any such information or to take any such action arises from the Trustee's
negligence or willful misconduct.

               (b)  The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor or the officers,
directors or agents acting or purporting to act on their respective behalf.

Section 10.13. Successors and Assigns.
               ----------------------

               All terms, agreements and conditions of this Article Ten shall
extend to and be binding upon each Guarantor and its successors and permitted
assigns and shall inure to the benefit of and may be enforced

                                      -69-
<PAGE>

by the Trustee and its successors and assigns; provided, however, that the
Guarantors may not assign any of their rights or obligations hereunder other
than in accordance with Article Five.

Section 10.14. Release of Guarantee.
               --------------------

               Concurrently with the payment in full of all of the Indenture
Obligations, the Guarantors shall be released from and relieved of their
obligations under this Article Ten. Upon the delivery by the Company to the
Trustee of an Officer's Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of this
Guarantee was made by the Company in accordance with the provisions of this
Indenture and the Notes, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guarantors from their
obligations under this Guarantee. If any of the Indenture Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
Indenture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.

               This Guarantee shall terminate with respect to each Guarantor and
shall be automatically and unconditionally released and discharged as provided
in Section 4.15.

Section 10.15. Execution of Guarantee.
               ----------------------

               To evidence the Guarantee, each Guarantor hereby agrees to
execute the guarantee substantially in the form set forth in Exhibit C hereto,
                                                             ---------
to be endorsed on each Note authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of each Guarantor by one if its
Officers, or one of its other officers (or officer's of the Company) or any
other person (through power of attorney or otherwise) in each case duly
authorized by such Guarantor's board of directors. The signature of any of these
officers on the Notes may be manual or facsimile.

                                  ARTICLE 11

                                 MISCELLANEOUS


Section 11.01. TIA Controls.
               ------------

               If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.

Section 11.02. Notices.
               -------

               Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

                                      -70-
<PAGE>

                    If to the Company:

                         Constellation Brands, Inc.
                         300 WillowBrook Office Park
                         Fairport, New York  14450
                         Attention:  General Counsel
                         Fax: (716) 218-2165

                    Copy to:

                         McDermott, Will & Emery
                         227 West Monroe Street
                         Chicago, Illinois  60606
                         Attention:  Bernard Kramer, Esq.
                         Fax: (312) 984-7700

                    If to the Trustee:

                         BNY Midwest Trust Company
                         2 North LaSalle Street
                         Suite 1020
                         Chicago, Illinois 60602
                         Attention:  Daniel Donovan
                         Fax: (312) 827-8542

                    If to the Registrar or Paying Agent:

                         BNY Midwest Trust Company
                         c/o Bank of New York
                         101 Barclay Street
                         Floor 21W
                         New York, New York 10286
                         Attention:  Corporate Trust Administration
                         Fax: (212) 815-5915

                    The Company or the Trustee by written notice to the others
may designate additional or different addresses for subsequent notices or
communications. Any notice or communication to the Company or the Trustee, shall
be deemed to have been given or made as of the date so delivered if personally
delivered; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and five (5) calendar days after mailing if sent by mail, postage
prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee).

                    All notices to the Holders will be valid if (i) given by
substantially concurrent delivery of the relevant notice to DTC for
communication to the holders of the Book-Entry Interests, or (ii) in the case of
a Holder of a Definitive Registered Note, including any notice delivered in
connection with TIA (S) 310(b), TIA (S) 313(c), TIA (S) 314(a) and TIA (S)
315(b), mailed to such Holders by first-class mail at their respective addresses
as they appear in the Register. Copies of any such communication or notice to a
Holder shall also be mailed to the Trustee, the Registrar and each Agent at the
same time. To the extent required by the Trust Indenture Act, any notice or
communication shall also be mailed to any Person described in TIA (S) 313(c).

                                      -71-
<PAGE>

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

Section 11.03.  Communications by Holders with Other Holders.
                --------------------------------------------

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

Section 11.04.  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:

                (1)  an Officers' Certificate (which shall include the
     statements set forth in Section 11.05 below) stating that, in the opinion
     of the signers, all conditions precedent, if any, provided for in this
     Indenture relating to the proposed action have been complied with; and

                (2)  an Opinion of Counsel (which shall include the statements
     set forth in Section 11.05 below) stating that, in the opinion of such
     counsel, all such conditions precedent, if any, provided for in this
     Indenture relating to the proposed action have been complied with.

Section 11.05.  Statements Required in Certificate and Opinion.
                ----------------------------------------------

                Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                (1)  a statement that the person making such certificate or
     opinion has read such covenant or condition and the definitions relating
     thereto;

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

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

                (4)  a statement as to whether or not, in the opinion of such
     person, such covenant or condition has been complied with.

Section 11.06.  Rules by Trustee and Agents.
                ---------------------------

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

                                      -72-
<PAGE>

Section 11.07.  Business Days; Legal Holidays.
                -----------------------------

                A "Business Day" is a day that is not a Legal Holiday.  A "Legal
Holiday" is a Saturday, a Sunday, a governmentally-recognized holiday or a day
on which banking institutions are not required to be open in such place.  If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

Section 11.08.  Governing Law.
                -------------

                THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

                EACH GUARANTOR HEREBY IRREVOCABLY APPOINTS AND DESIGNATES THE
COMPANY AT THE ADDRESS SET FORTH IN SECTION 11.02 HEREOF, AS THE TRUE AND LAWFUL
ATTORNEY AND DULY AUTHORIZED AGENT FOR ACCEPTANCE OF SERVICE OF LEGAL PROCESS OF
SUCH GUARANTOR. EACH GUARANTOR HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH
PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE
ADDRESS OF THE COMPANY SPECIFIED IN SECTION 11.02 HEREOF. IN ADDITION, EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, ITS GUARANTEE
OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 11.09.  No Adverse Interpretation of Other Agreements.
                ---------------------------------------------

                This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture except as expressly provided herein.

Section 11.10.  No Recourse Against Others.
                --------------------------

                A director, officer, employee, stockholder or incorporator, as
such, of the Company shall not have any liability for any obligations of the
Company under the Notes or this Indenture or for any claim based on, in respect
of or by reason of such obligations or their creations. Each Holder by accepting
a Note waives and releases all such liability. Such waiver and release are part
of the consideration for the issuance of the Notes.

                                      -73-
<PAGE>

Section 11.11.  Successors.
                ----------

                All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee, any additional trustee
and any Paying Agents in this Indenture shall bind its successor.

Section 11.12.  Multiple Counterparts.
                ---------------------

                The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

Section 11.13.  Table of Contents, Headings, etc.
                --------------------------------

                The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

Section 11.14.  Separability.
                ------------

                Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 11.15.  Benefits of Indenture.
                ---------------------

                Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder and the Holders of Notes, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

                                      -74-
<PAGE>

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


                                   CONSTELLATION BRANDS, INC.


                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Executive Vice President and
                                              Chief Financial Officer

                                   BATAVIA WINE CELLARS, INC.

                                   By:  /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Treasurer

                                   BARTON INCORPORATED

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON BRANDS, LTD.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON BEERS, LTD.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON BRANDS OF CALIFORNIA, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                      S-1
<PAGE>

                                   BARTON BRANDS OF GEORGIA, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON DISTILLERS IMPORT CORP.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   BARTON FINANCIAL CORPORATION

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   STEVENS POINT BEVERAGE CO.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                   CANANDAIGUA LIMITED

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Finance Director
                                              (Principal Financial Officer and
                                              Principal Accounting Officer)

                                   MONARCH IMPORT COMPANY

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                      S-2
<PAGE>

                                   CANANDAIGUA WINE COMPANY, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Treasurer

                                   CANANDAIGUA EUROPE LIMITED

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Treasurer

                                   ROBERTS TRADING CORP.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: President and Treasurer

                                   POLYPHENOLICS, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   FRANCISCAN VINEYARDS, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   ALLBERRY, INC.

                                   By: /s/ Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                      S-3
<PAGE>

                                   CLOUD PEAK CORPORATION

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   M.J. LEWIS CORP.

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   MT. VEEDER CORPORATION

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President and Treasurer

                                   CANANDAIGUA B.V.

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Representative

                                   BARTON CANADA, LTD.

                                   By: /s/Thomas S. Summer
                                       ---------------------------------------
                                       Name:  Thomas S. Summer
                                       Title: Vice President

                                      S-4
<PAGE>

                                   BNY MIDWEST TRUST COMPANY,
                                     as Trustee

                                   By: /s/ DGDonovan
                                       ---------------------------------------
                                       Name:  DGDonovan
                                       Title: Assistant Vice President

                                      S-5
<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                                                        [CUSIP/ISIN No.:       ]

                                {Face of Note}

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,
EXCEPT AS SET FORTH 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) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(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)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE 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. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING
RESTRICTIONS.]/1/

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), OR A NOMINEE OF DTC OR A SUCCESSOR DEPOSITORY.
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF DTC, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 2.01 AND 2.07 OF THE
INDENTURE./2/


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND
ANY SUCH CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN

_________________________________

/1/  Include this legend on any Restricted Global Note.

/2/  Include this legend on any Global Note.

                                      A-1
<PAGE>

AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN./3/

                          CONSTELLATION BRANDS, INC.
                                 _____________

                            8% SENIOR NOTE DUE 2008

                                                             [CUSIP/ISIN] NO.

No.                                                                        $

          CONSTELLATION BRANDS, INC., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to       ,
registered assigns, the principal sum of      U.S. Dollars on February 15, 2008,
at the office or agency of the Company referred to below, and to pay interest
thereon from February 21, 2001, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on February 15
and August 15, in each year, commencing August 15, 2001, at the rate of 8% per
annum, in U.S. Dollars, until the principal hereof is paid or duly provided for.
Interest shall be computed on the basis of a 360-day year comprised of twelve
30-day months.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the regular record date for such interest, which
shall be February 1 or August 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Notes, to the extent lawful, shall forthwith
cease to be payable to the Holder on such regular record date, and may be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

          Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose, in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company, (i) in the case of
a Global Note, by wire or book entry transfer to The Depository Trust Company,
or (ii) in all other cases, by check mailed to the address of the Person
entitled thereto as such address shall appear on the Register. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.


_________________________________

/3/ Include this legend on any Global Note issued to Cede & Co. as nominee of
    The Depository Trust Company.

                                      A-2
<PAGE>

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

          This Note is entitled to the benefits of Guarantees by each of the
Guarantors of the punctual payment when due of the Indenture Obligations made in
favor of the Trustee for the benefit of the Holders. Reference is hereby made to
Article Ten of the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations under the Guarantees of each of
the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.

                                      A-3
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

Dated:

                                             CONSTELLATION BRANDS, INC.

                                             By:________________________________
                                                Name:
                                                Title:

Attest:


___________________________________
Authorized Officer

                                      A-4
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 8% Senior Notes due 2008 referred to in the within-
mentioned Indenture.

                                        BNY Midwest Trust Company, as Trustee

                                        By:_____________________________________
                                           Name:
                                           Title:

                                      A-5
<PAGE>

                               {Reverse of Note}

                          CONSTELLATION BRANDS, INC.

                            8% SENIOR NOTE DUE 2008

          This Note is one of a duly authorized issue of Notes of the Company
designated as its 8% Senior Notes due 2008 (herein called the "Notes"),
unlimited in aggregate principal amount, issued under an indenture (the
"Indenture") dated as of February 21, 2001, among the Company, the Guarantors
and BNY Midwest Trust Company, as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture) and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Guarantors, the Trustee and the Holders of the Notes, and of
the terms upon which the Notes are, and are to be, authenticated and delivered.
Capitalized terms used herein without definition have the meanings assigned to
such terms in the Indenture.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Notes or (b) certain restrictive covenants and
related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

          The Notes will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of such Notes, and (ii) as determined by the Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of
interest accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus, in each
case, accrued interest thereon to the date of redemption.

          Upon the occurrence of a Change of Control, each Holder may require
the Company to repurchase all or a portion of such Holder's Notes in an amount
of $1,000 or integral multiples of $1,000, at a purchase price in cash equal to
101% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date of repurchase.

          Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale, which proceeds are not used to
repay secured Indebtedness or invested in properties or assets used in the
businesses of the Company or reasonably related thereto, exceeds a specified
amount the Company will be required to apply such proceeds to the repayment of
the Notes and certain indebtedness ranking pari passu to the Notes.

          In the case of any redemption or repurchase of Notes in accordance
with the Indenture, interest installments whose Stated Maturity is on or prior
to the redemption date will be available to the Holders of such Notes of record
as of the close of business on the relevant regular record date referred to on
the face hereof. Notes (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date of redemption.

          In the event of redemption or repurchase of this Note in accordance
with the Indenture in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.

                                      A-6
<PAGE>

          If an Event of Default shall occur and be continuing, the principal
amount of all the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Guarantors and the Holders under the Indenture and
the Notes and the Guarantees at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company and the Guarantors with certain provisions of
the Indenture and the Notes and the Guarantees and their consequences. Any such
consent or waiver by or on behalf of the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Notes (in the event such Guarantor or
other obligor is obligated to make payments in respect of the Notes), which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.

          Pursuant to [the Initial Registration Rights Agreement][a registration
rights agreement], the Company will be obligated to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for the Company's Series B Notes (the "Exchange Notes"), which have been
                                            --------------
registered under the Securities Act, in like principal amount and having terms
identical in all material respects to this Note.  The Holder of this Note shall
be entitled to receive certain Additional Interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of  such registration rights
agreement./4/

          This Global Note will be exchangeable for Definitive Notes only (i)
(in whole but not in part) if the Depositary is closed for business for a
continuous period of 14 days (other than by reason of holiday, statutory or
otherwise) or announces an intention permanently to cease business or does in
fact do so and no alternative clearing system satisfactory to the Trustee is
available, or (ii) (in whole or in part) if an Event of Default under the
Indenture occurs and is continuing, upon the request delivered in writing to the
Depositary or the Trustee by the owner of a Book-Entry Interest (as defined in
the Indenture), (iii) (in whole but not in part) if at any time the Company in
its sole discretion determines that this Global Note should be exchanged for
Definitive Notes or (iv) (in whole but not in part) if the Depositary is at any
time unwilling or unable to continue as the Depositary and a successor
Depositary is not able to be appointed by the Company within 90 days. Thereupon
(in the case of (i), (ii) and (iv) above, the holder of this Global Note (acting
on the instructions of (a) holder(s) of (a) Book-Entry Interest(s) may give
notice to the Company and (in the case of (iii) above) the Company may give
notice to the Trustee and the Holders, of its intention to exchange this Global
Note for Definitive Notes on or after the Exchange Date (as defined below).


_________________________________

/4/  Include this paragraph in any Restricted Global Note entitled to the
     benefits of a registration rights agreement.

                                      A-7
<PAGE>

          On or after the Exchange Date the holder of this Global Note may or,
in the case of (iii) above, shall surrender this Global Note to or to the order
of the Paying Agent. In exchange for this Global Note the Company will deliver,
or procure the delivery of, Definitive Notes in registered form in denominations
of $1,000 each or any integral multiple thereof in exchange for the whole or, in
the case of (ii) above, the relevant part of this Global Note).

          "Exchange Date" means a day specified in the notice requiring exchange
falling not more than 60 days after that on which such notice is given and on
which banks are open for business in the city in which the specified office of
the Paying Agent is located and in the city in which the relevant clearing
system is located.

          Upon (i) any exchange of a part of this Global Note for all or part of
another Global Note or for Definitive Notes or (ii) the purchase by or on behalf
of the Company, or any Subsidiary of the Company and cancellation of a part of
this Global Note in accordance with Section 2.12 of the Indenture, the portion
of the principal amount hereof so exchanged or so purchased and canceled shall
be endorsed by or on behalf of the Paying Agent on behalf of the Company on Part
II of the Schedule hereto, whereupon the principal amount of this Global Note
shall be reduced by the principal amount so exchanged or so purchased and
canceled and endorsed. Upon the exchange of the whole of this Global Note for
another Global Note or for Definitive Notes, this Global Note shall be
surrendered to or to the order of the Paying Agent and canceled and, if the
holder of this Global Note requests, returned to it together with any relevant
Definitive Notes, if applicable.

          The Notes in certificated form are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.

          No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

          Prior to and at the time of due presentment of this Note for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any agent shall
be affected by notice to the contrary.

          THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.

                                      A-8
<PAGE>

                            FORM OF TRANSFER NOTICE
                            -----------------------

I or we assign and transfer this Note to:

Please insert social security or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Print or type name, address and zip code of assignee and irrevocably appoint
__________________

(Agent), to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

Dated  ____________________________Signed_______________________________________

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

{Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15}

                                      A-9
<PAGE>

                                 THE SCHEDULES

                                    PART I

                  PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST

The following payments on this Global Note have been made:

<TABLE>
<CAPTION>
                                                                                    Remaining principal      Notation
                                                                                    amount of this Global    made on
                                                                                    Note following such      behalf of the
Date made        Interest paid ($)     Premium paid ($)       Principal paid ($)    payment ($)              Company
<S>              <C>                   <C>                    <C>                   <C>                      <C>
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
_________        _________________     ________________       __________________    _____________________    ____________
</TABLE>

                                      A-10
<PAGE>

                                    PART II

                                   EXCHANGES

                        AND PURCHASES AND CANCELLATIONS

The following exchanges of a part of this Global Note for a like part of another
Global Note, of this Global Note for Definitive Notes and purchases and
cancellations of a part of this Global Note have been made:

<TABLE>
<CAPTION>
             Part of principal
             amount of this Global
             Note exchanged for a
             like part of another      Part of princi-
             Global Note or vice       pal amount of this  Aggregate principal amount
             versa or of this Global   Global Note         of this Global Note following    Notation made on be-
Date made    Note for Definitive       purchased and       such exchange or purchase        half of the Company
             Notes ($)                 canceled ($)        and cancellation ($)             ($)
<S>          <C>                       <C>                 <C>                              <C>
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
_________    _______________________   _______________     _____________________________    ____________________
</TABLE>

                                      A-11
<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                                {Face of Note}

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,
EXCEPT AS SET FORTH 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) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(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)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (F) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND (3) AGREES THAT IT WILL GIVE 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.  THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING
RESTRICTIONS./1/


                           CONSTELLATION BRANDS, INC.

                                _______________

                            8% SENIOR NOTE DUE 2008


                                                                [CUSIP/ISIN] NO.

No.                                                                           $

          CONSTELLATION BRANDS, INC., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to        ,
or registered assigns, the principal sum of        U.S. Dollars on February 15,
2008, at the office or agency of the Company referred to below, and to pay
interest thereon from February [ ], 2001, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on February 15 and August 15, in each year, commencing August 15, 2001, at the
rate of


____________________

/1/  Include this legend on Restricted Definitive Notes.

                                      B-1
<PAGE>

8% per annum, in U.S. Dollars, until the principal hereof is paid or duly
provided for. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on the regular record date for such interest, which
shall be February 1 or August 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date.  Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Notes, to the extent lawful, shall forthwith
cease to be payable to the Holder on such regular record date, and may be paid
to the Person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a special record date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not less than 10 days prior to such special record
date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

          Payment of the principal of, premium, if any, and interest on this
Note will be made at the office or agency of the Company maintained for that
purpose, in such coin or currency of the United States as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company, (i) in the case of
a Global Note, by wire or book entry transfer to The Depository Trust, or (ii)
in all other cases, by check mailed to the address of the Person entitled
thereto as such address shall appear on the Register.  Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

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

          This Note is entitled to the benefits of Guarantees by each of the
Guarantors of the punctual payment when due of the Indenture Obligations made in
favor of the Trustee for the benefit of the Holders.  Reference is hereby made
to Article Ten of the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations under the Guarantees of each of
the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.

                                      B-2
<PAGE>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

Dated:

                                        CONSTELLATION BRANDS, INC.


                                        By: ____________________________________
                                            Name:
                                            Title:

Attest:

__________________________
Authorized Officer

                                      B-3
<PAGE>

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 8% Senior Notes due 2008 referred to in the within-
mentioned Indenture.

                                   BNY Midwest Trust Company, as Trustee


                                   By: ________________________________
                                       Name:
                                       Title:

                                      B-4
<PAGE>

                               {Reverse of Note}

                           CONSTELLATION BRANDS, INC.

                            8% SENIOR NOTE DUE 2008


          This Note is one of a duly authorized issue of Notes of the Company
designated as its 8% Senior Notes due 2008 (herein called the "Notes"),
unlimited in aggregate principal amount, issued under an indenture (the
"Indenture") dated as of February 21, 2001, among the Company, the Guarantors
and BNY Midwest Trust Company, as trustee (herein called the "Trustee," which
term includes any successor trustee under the Indenture) and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Guarantors, the Trustee and the Holders of the Notes, and of
the terms upon which the Notes are, and are to be, authenticated and delivered.
Capitalized terms used herein without definition have the meanings assigned to
such terms in the Indenture.

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Notes or (b) certain restrictive covenants and
related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

          The Notes will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of such Notes, and (ii) as determined by the Quotation
Agent, the sum of the present values of the remaining scheduled payments of
principal and interest thereon (not including any portion of such payments of
interest accrued as of the date of redemption) discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate plus 50 basis points, plus, in each
case, accrued interest thereon to the date of redemption.

          Upon the occurrence of a Change of Control, each Holder may require
the Company to repurchase all or a portion of such Holder's Notes in an amount
of $1,000 or integral multiples of $1,000, at a purchase price in cash equal to
101% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date of repurchase.

          Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale, which proceeds are not used to
repay secured Indebtedness or invested in properties or assets used in the
businesses of the Company or reasonably related thereto, exceeds a specified
amount the Company will be required to apply such proceeds to the repayment of
the Notes and certain indebtedness ranking pari passu to the Notes.

          In the case of any redemption or repurchase of Notes in accordance
with the Indenture, interest installments whose Stated Maturity is on or prior
to the redemption date will be available to the Holders of such Notes of record
as of the close of business on the relevant regular record date referred to on
the face hereof.  Notes (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date of redemption.

          In the event of redemption or repurchase of this Note in accordance
with the Indenture in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.

                                      B-5
<PAGE>

          If an Event of Default shall occur and be continuing, the principal
amount of all the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Guarantors and the Holders under the Indenture and
the Notes and the Guarantees at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Notes at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company and the Guarantors with certain provisions of
the Indenture and the Notes and the Guarantees and their consequences.  Any such
consent or waiver by or on behalf of the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Notes (in the event such Guarantor or
other obligor is obligated to make payments in respect of the Notes), which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place, and rate, and in the coin or
currency, herein prescribed.

          Pursuant to [the Initial Registration Rights Agreement][a registration
rights agreement], the Company will be obligated to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for the Company's Series B Notes (the "Exchange Notes"), which have been
                                            --------------
registered under the Securities Act, in like principal amount and having terms
identical in all material respects to this Note.  The Holder of this Note shall
be entitled to receive certain Additional Interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of such registration rights
agreement./2/

          No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

          Prior to and at the time of due presentment of this Note for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any agent shall
be affected by notice to the contrary.

          THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.


___________________________

/2/  Include this paragraph in Restricted Definitive Notes entitled to the
     benefits of a registration rights agreement.

                                      B-6
<PAGE>

                            FORM OF TRANSFER NOTICE
                            -----------------------

I or we assign and transfer this Note to:

Please insert social security or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Print or type name, address and zip code of assignee and irrevocably appoint
____________________

(Agent), to transfer this Note on the books of the Company.  The Agent may
substitute another to act for him.

Dated ______________________________Signed______________________________

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

{Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15}

                                      B-7
<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                                   GUARANTEES
                                   ----------

          For value received, each of the undersigned hereby unconditionally
guarantees, jointly and severally, to the holder of this Note the payment of
principal of, premium, if any, and interest on this Note upon which these
Guarantees are endorsed in the amounts and at the time when due and payable
whether by declaration thereof, or otherwise, and interest on the overdue
principal and interest, if any, of this Note, if lawful, and the payment or
performance of all other obligations of the Company under the Indenture or the
Notes, to the holder of this Note and the Trustee, all in accordance with and
subject to the terms and limitations of this Note and Article Ten of the
Indenture.  These Guarantees will not become effective until the Trustee duly
executes the certificate of authentication on this Note.

Dated: ____________________________

                                        BATAVIA WINE CELLARS, INC.

                                        By: __________________________________


                                        BARTON INCORPORATED

                                        By: __________________________________


                                        BARTON BRANDS, LTD.

                                        By: __________________________________

                                        BARTON BEERS, LTD.

                                        By: __________________________________


                                        BARTON BRANDS OF CALIFORNIA, INC.

                                        By: __________________________________

                                      C-1
<PAGE>

                                        BARTON BRANDS OF GEORGIA, INC.

                                        By: __________________________________



                                        BARTON DISTILLERS IMPORT CORP.

                                        By: __________________________________


                                        BARTON FINANCIAL CORPORATION

                                        By: __________________________________



                                        STEVENS POINT BEVERAGE CO.

                                        By: __________________________________



                                        CANANDAIGUA LIMITED


                                        By: __________________________________


                                        MONARCH IMPORT COMPANY

                                        By: __________________________________



                                        CANANDAIGUA WINE COMPANY, INC.

                                        By: __________________________________

                                      C-2
<PAGE>

                                        CANANDAIGUA EUROPE LIMITED

                                        By: __________________________________



                                        ROBERTS TRADING CORP.

                                        By: __________________________________


                                        POLYPHENOLICS, INC.

                                        By: __________________________________


                                        FRANCISCAN VINEYARDS, INC.

                                        By: __________________________________



                                        ALLBERRY, INC.

                                        By: __________________________________



                                        CLOUD PEAK CORPORATION

                                        By: __________________________________



                                        M.J. LEWIS CORP.

                                        By: __________________________________


                                      C-3
<PAGE>

                                        MT. VEEDER CORPORATION

                                        By: __________________________________



                                        CANANDAIGUA B.V.

                                        By: __________________________________



                                        BARTON CANADA, LTD.

                                        By: __________________________________

                                      C-4
<PAGE>

                                                                       EXHIBIT D
                                                                       ---------
                        FORM OF CERTIFICATE OF TRANSFER
                        -------------------------------

     Re:  Constellation Brands, Inc. ("the Company")
          8% Senior Notes due 2008 (the "Notes")
          ------------------------------------------

          Reference is hereby made to the Indenture, dated as of February 21,
2001 (the "Indenture"), among the Company, the Guarantors party thereto and BNY
Midwest 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 a principal amount at maturity of $ _______________ (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 Book-
Entry Interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the Book-Entry
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 Book-Entry 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 Book-Entry
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 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 and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act.  Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred Book-Entry 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
Book-Entry Interest in the 144A Global Note or a Definitive Note pursuant to any
provision of the Securities Act other than

                                      D-1
<PAGE>

Rule 144A or Regulation S. The Transfer is being effected in compliance with the
transfer restrictions applicable to Book-Entry 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.

          4.    [_]    Check if Transferee will take delivery of a Book-Entry
Interest in an Unrestricted Global Note or an Unrestricted Definitive Note.  The
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.  Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred Book-Entry Interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend.

          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:

                                      D-2
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER
                       ----------------------------------

          1.   The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) or (b)]

               (a)   [_]   a Book-Entry Interest in the:

                     (i)   [_]   144A Global Note (ISIN ________; Common Code
                                ________), held through Participant Account
                                _________, or

                     (ii)  [_]  Regulation S Global Note (ISIN ______; Common
                                Code ________), held through Participant Account
                                 __________, or

               (b)   [_]   a Restricted Definitive Note.

          2.   After the Transfer the Transferee will hold:

                           [CHECK ONE OF (a) or (b)]

               (a)   [_]   a Book-Entry Interest in the:

                     (i)   [_]   144A Global Note (ISIN _________; Common Code
                                 ________), held through Participant Account
                                 __________, or

                     (ii)  [_]   Regulation S Global Note (ISIN _______; Common
                                 Code ________), held through Participant
                                 Account __________, or

                     (iii) [_]   Unrestricted Global Note (ISIN ________;
                                 Common Code ________), held through
                                 Participant Account __________.

               (b)   [_]   a Restricted Definitive Note; or

               (c)   [_]   a Unrestricted Definitive Note.

                                      D-3
<PAGE>

                                                                       EXHIBIT E
                                                                       ---------

                        FORM OF CERTIFICATE OF EXCHANGE
              (BETWEEN BOOK-ENTRY INTERESTS AND DEFINITIVE NOTES)

     Re:  Constellation Brands, Inc. ("the Company")
          8% Senior Notes due 2008 (the "Notes")
          ------------------------------------------

          Reference is hereby made to the Indenture, dated as of February 21,
2001 (the "Indenture"), between the Company, the Guarantors party thereto and
BNY Midwest 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 on Annex A hereto, in a
                                                     -------
principal amount at maturity of $____________ (the "Exchange").  In connection
with the Exchange, the Owner hereby certifies that:

          1.   Exchange of Book-Entry Interests in Restricted Global Notes for
Restricted Definitive Notes or Book-Entry Interests in Restricted Global Notes

          In connection with the Exchange of the Owner's Book-Entry 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.

               The Owner requests that Definitive Notes be registered in the
following name:

                    ________________________________

                    ________________________________

                    and sent to the Owner at the following address:

                    ________________________________

                    ________________________________

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        [Insert Name of Owner]

                                        By: ____________________________________
                                            Name:
                                            Title:

Dated:

                                      E-1
<PAGE>

                                                                       EXHIBIT F
                                                                       ---------

                                   [FORM OF]
                               INTERCOMPANY NOTE

                                                                      __________


          Evidences of all loans or advances ("Loans") made hereunder shall be
reflected on the grid attached hereto.  FOR VALUE RECEIVED, __________, a
__________ corporation (the "Maker"), HEREBY PROMISES TO PAY ON DEMAND to the
order of __________ (the "Holder") the principal sum of the aggregate unpaid
principal amount to all Loans (plus accrued interest thereon) at any time and
from time to time made hereunder which has not been previously paid.

          All capitalized terms used herein that are defined in, or by reference
in, the Indenture among Constellation Brands, Inc., a Delaware corporation (the
"Company"), the Guarantors party thereto and BNY Midwest Trust Company, as
trustee, dated as of February 21, 2001 (the "Indenture"), have the meanings
assigned to such terms therein, or by reference therein, unless otherwise
defined.

                                   ARTICLE I

                          TERMS OF INTERCOMPANY NOTE

          Section 1.01  Note Forgivable.  Unless the Maker of the Loan hereunder
                        ---------------
is either of the Company or any Guarantor, the Holder may not forgive any
amounts owing under this intercompany note.

          Section 1.02  Interest:  Prepayment.  (a)  The interest rate
                        ---------------------
("Interest Rate") on the Loans shall be a rate per annum reflected on the grid
attached hereto.

          (b)  The interest, if any, payable on each of the Loans shall accrue
from the date such Loan is made and, subject to Section 2.01, shall be payable
upon demand of the Holder.

          (c)  If the principal or accrued interest, if any, of the Loans is not
paid on the date demand is made, interest on the unpaid principal and interest
will accrue at a rate equal to the Interest Rate, if any, plus 100 basis points
per annum from maturity until the principal and interest on such Loans are fully
paid.

          (d)  Subject to Section 2.01, any amounts hereunder may be prepaid at
any time by the Maker.

          Section 1.03  Subordination.  All loans made to either the Company or
                        -------------
any Guarantor shall be subordinated in right of payment to the payment and
performance of the obligations of the Company and any Subsidiary under the
Indenture, the Notes, the Guarantees or any other Indebtedness ranking pari
passu with the Notes, or any Guarantees, including, without limitation, any
Indebtedness incurred under the Credit Agreement; provided that with respect to
                                                  --------
a Subsidiary in any specific instance, such Subsidiary is also an obligor under
the Indenture, the Notes, a Guarantee or such other senior or pari passu
Indebtedness, as the case may be, whether as a borrower, guarantor or pledgor of
collateral.

                                      F-1
<PAGE>

                                  ARTICLE II

                               EVENTS OF DEFAULT

          Section 2.01  Events of Default.  If after the date of issuance of
                        -----------------
this Loan (i) an Event of Default has occurred under the Indenture, (ii) an
"Event of Default" (as defined) has occurred under the Credit Agreement, or any
refinancing of the Credit Agreement or (iii) an "event of default" (as defined)
has occurred on any other Indebtedness of the Company or any Guarantor, then (x)
in the event the Maker is not either one of the Company or a Guarantor, all
amounts owing under the Loans hereunder shall be immediately due and payable to
the Holder, and (y) in the event the Maker is either the Company or a Guarantor,
the amounts owing under the Loans hereunder shall not be due and payable;

provided, however, that if such Event of Default or event of default has been
--------  -------
waived, cured or rescinded, such amounts shall no longer be due and payable in
the case of clause (x), and such amounts may be payable in the case of clause
(y).  If the Holder is a Subsidiary, then the Holder hereby agrees that if it
receives any payments or distributions on any Loan from the Company or a
Guarantor which is not payable pursuant to clause (y) of the prior sentence
after any Event of Default or event or default described in clauses (i), (ii) or
(iii) above has occurred, is continuing and has not been waived, cured or
rescinded, it will pay over and deliver forthwith to the Company or such
Guarantor, as the case may be, all such payments and distributions.

                                  ARTICLE III

                                 MISCELLANEOUS

          Section 3.01  Amendments, Etc.  No amendment or waiver of any
                        ---------------
provision of this intercompany note, or consent to depart herefrom is permitted
at any time for any reason, except with the consent of the Holders of not less
than a majority in aggregate principal amount of the outstanding Notes.

          Section 3.02  Assignment.  No party to this Agreement may assign, in
                        ----------
whole or in part, any of its rights and obligations under this intercompany
note, except to its legal successor in interest.

          Section 3.03  Third Party Beneficiaries.  The holders of the Notes or
                        -------------------------
any other Indebtedness ranking pari passu with or senior to, the Notes or any
Guarantees, including without limitation, any Indebtedness incurred under the
Credit Agreement, shall be third party beneficiaries to this intercompany note
and shall have the right to enforce this intercompany note against the Company
or any of its Subsidiaries.

          Section 3.04  Headings.  Article and Section headings in this
                        --------
intercompany note are included for convenience of reference only and shall not
constitute a part of this intercompany note for any other purpose.

          Section 3.05  Entire Agreement.  This intercompany note sets forth the
                        ----------------
entire agreement of the parties with respect to its subject matter and
supersedes all previous understandings, written or oral, in respect thereof.

          Section 3.06  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
                        -------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

                                      F-2
<PAGE>

          Section 3.07  Waivers.  The Maker hereby waives presentment, demand
                        -------
for payment, notice of protest and all other demands and notices in connection
with the delivery, acceptance, performance or enforcement hereof.

                                        By:____________________________________
                                           Name:
                                           Title:

                                      F-3
<PAGE>

               BORROWINGS, MATURITIES, AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>
                                                       Amount
                   Amount of       Maturity of       Principal         Unpaid
                   Borrowing/       Borrowing/         Paid or        Principal        Notation
    Date           Principal        Principal         Prepaid          Balance         Made By
 -----------      -----------      -----------       ----------       ---------       ---------
<S>             <C>              <C>              <C>              <C>              <C>
  </TABLE>

                                      F-4