<PAGE>
                                                                    EXHIBIT 4.20



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



                            FLEMING COMPANIES, INC.,

                                   AS ISSUER,

                    MANUFACTURERS AND TRADERS TRUST COMPANY,

                                 AS TRUSTEE, AND

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN,

                                  AS GUARANTORS


                                   ----------

                                    INDENTURE

                          DATED AS OF OCTOBER 15, 2001

                                   ----------

                   10-5/8% SENIOR SUBORDINATED NOTES DUE 2007



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



<PAGE>






                             FLEMING COMPANIES, INC.

               RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT
               OF 1939 AND INDENTURE, DATED AS OF OCTOBER 15, 2001

<Table>
<Caption>
Trust Indenture                                                                     Indenture
  Act Section                                                                         Section
----------------                                                                    ----------
<S>                                                                                <C>
Section 310    (a)(1)......................................................         6.07(a)
               (a)(2)......................................................         6.07(a)
               (b).........................................................         6.07(b), 6.08
Section 312    (c).........................................................         7.01
Section 314    (a).........................................................         7.03
               (a)(4)......................................................         10.08(a)
               (c)(1)......................................................         1.02
               (c)(2)......................................................         1.02
               (e).........................................................         1.02
Section 315    (b).........................................................         6.01
Section 316    (a)(last sentence)..........................................         1.01 ("Outstanding")
               (a)(1)(A)...................................................         5.02, 5.12
               (a)(1)(B)...................................................         5.13
               (b).........................................................         5.08
               (c).........................................................         1.04(d)
Section 317    (a)(1)......................................................         5.03
               (a)(2)......................................................         5.04
               (b).........................................................         10.03
Section 318    (a).........................................................         1.11
</Table>


----------

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of the Indenture.



<PAGE>




                                TABLE OF CONTENTS

<Table>
<Caption>
Section                                                                                                  Page
-------                                                                                                  ----
<S>                                                                                                      <C>
PARTIES....................................................................................................1
RECITALS OF THE COMPANY....................................................................................1

                                                        ARTICLE ONE

                                              DEFINITIONS AND OTHER PROVISIONS
                                                   OF GENERAL APPLICATION

SECTION 101.          Definitions..........................................................................1
SECTION 102.          Compliance Certificates and Opinions................................................20
SECTION 103.          Form of Documents Delivered to Trustee..............................................20
SECTION 104.          Acts of Holders.....................................................................21
SECTION 105.          Notices, etc., to Trustee, Company and Subsidiary Guarantors........................22
SECTION 106.          Notice to Holders; Waiver...........................................................22
SECTION 107.          Effect of Headings and Table of Contents............................................22
SECTION 108.          Successors and Assigns..............................................................22
SECTION 109.          Separability Clause.................................................................23
SECTION 110.          Benefits of Indenture...............................................................23
SECTION 111.          Governing Law.......................................................................23
SECTION 112.          Legal Holidays......................................................................23

                                                      ARTICLE TWO

                                                      NOTE FORMS

SECTION 201.          Forms Generally.....................................................................23
SECTION 202.          Restrictive Legends.................................................................24
SECTION 203.          Form of Face of Note................................................................25
SECTION 204.          Form of Reverse of Note.............................................................26
SECTION 205.          Form of Trustee's Certificate of Authentication.....................................29

                                                    ARTICLE THREE

                                                      THE NOTES

SECTION 301.          Title and Terms.....................................................................29
SECTION 302.          Denominations.......................................................................30
SECTION 303.          Execution, Authentication, Delivery and Dating......................................30
SECTION 304.          Temporary Notes.....................................................................31
SECTION 305.          Registration, Registration of Transfer and Exchange.................................31
SECTION 306.          Mutilated, Destroyed, Lost and Stolen Notes.........................................32
SECTION 307.          Payment of Interest; Interest Rights Preserved......................................32
</Table>



----------
NOTE:    THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
         PART OF THE INDENTURE.



                                       -i-
<PAGE>



<Table>
<Caption>
Section                                                                                                  Page
-------                                                                                                  ----
<S>                                                                                                      <C>
SECTION 308.          Persons Deemed Owners...............................................................33
SECTION 309.          Cancellation........................................................................34
SECTION 310.          Computation of Interest.............................................................34
SECTION 311.          Book-Entry Provisions for Global Notes..............................................34
SECTION 312.          Transfer and Exchange...............................................................35
SECTION 313.          CUSIP Numbers.......................................................................37

                                                ARTICLE FOUR

                                        SATISFACTION AND DISCHARGE

SECTION 401.          Satisfaction and Discharge of Indenture.............................................38
SECTION 402.          Application of Trust Money..........................................................38

                                                ARTICLE FIVE

                                                   REMEDIES

SECTION 501.          Events of Default...................................................................39
SECTION 502.          Acceleration of Maturity; Rescission and Annulment..................................40
SECTION 503.          Collection of Indebtedness and Suits for Enforcement by Trustee.....................41
SECTION 504.          Trustee May File Proofs of Claim....................................................42
SECTION 505.          Trustee May Enforce Claims Without Possession of Notes..............................42
SECTION 506.          Application of Money Collected......................................................42
SECTION 507.          Limitation on Suits.................................................................43
SECTION 508.          Unconditional Right of Holders to Receive Principal, Premium and Interest...........43
SECTION 509.          Restoration of Rights and Remedies..................................................43
SECTION 510.          Rights and Remedies Cumulative......................................................44
SECTION 511.          Delay or Omission Not Waiver........................................................44
SECTION 512.          Control by Holders..................................................................44
SECTION 513.          Waiver of Past Defaults.............................................................44
SECTION 514.          Waiver of Stay or Extension Laws....................................................44
SECTION 515.          Notice of Defaults..................................................................45

                                                 ARTICLE SIX

                                                 THE TRUSTEE

SECTION 601.          Notice of Defaults..................................................................45
SECTION 602.          Certain Rights of Trustee...........................................................45
SECTION 603.          Trustee Not Responsible for Recitals or Issuance of Notes...........................46
SECTION 604.          May Hold Notes......................................................................46
SECTION 605.          Money Held in Trust.................................................................46
SECTION 606.          Compensation and Reimbursement......................................................47
SECTION 607.          Corporate Trustee Required; Eligibility.............................................47
SECTION 608.          Resignation and Removal; Appointment of Successor...................................47
SECTION 609.          Acceptance of Appointment by Successor..............................................48
SECTION 610.          Merger, Conversion, Consolidation or Succession to Business.........................49
</Table>



                                      -ii-

<PAGE>

<Table>
<Caption>
Section                                                                                                  Page
-------                                                                                                  ----
<S>                                                                                                       <C>
                                             ARTICLE SEVEN

                            HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY
                                       AND SUBSIDIARY GUARANTORS

SECTION 701.          Disclosure of Names and Addresses of Holders........................................49
SECTION 702.          Reports by Trustee..................................................................49
SECTION 703.          Reports by Company and Subsidiary Guarantors........................................49

                                             ARTICLE EIGHT

                                 CONSOLIDATION, MERGER, SALE OF ASSETS

SECTION 801.          Company May Consolidate, etc., Only on Certain Terms................................50
SECTION 802.          Successor Substituted...............................................................51
SECTION 803.          Notes to Be Secured in Certain Events...............................................51

                                             ARTICLE NINE

                                       SUPPLEMENTAL INDENTURES

SECTION 901.          Supplemental Indentures Without Consent of Holders..................................52
SECTION 902.          Supplemental Indentures With Consent of Holders.....................................52
SECTION 903.          Execution of Supplemental Indentures................................................53
SECTION 904.          Effect of Supplemental Indentures...................................................53
SECTION 905.          Conformity with Trust Indenture Act.................................................54
SECTION 906.          Reference in Notes to Supplemental Indentures.......................................54
SECTION 907.          Notice of Supplemental Indentures...................................................54

                                             ARTICLE TEN

                                              COVENANTS

SECTION 1001.         Payment of Principal, Premium, If Any, and Interest.................................54
SECTION 1002.         Maintenance of Office or Agency.....................................................54
SECTION 1003.         Money for Note Payments to Be Held in Trust.........................................55
SECTION 1004.         Corporate Existence.................................................................56
SECTION 1005.         Payment of Taxes and Other Claims...................................................56
SECTION 1006.         Maintenance of Properties...........................................................56
SECTION 1007.         Insurance...........................................................................56
SECTION 1008.         Statement by Officers as to Default.................................................56
SECTION 1009.         Purchase of Notes Upon a Change of Control Triggering Event.........................57
SECTION 1010.         Limitation on Indebtedness..........................................................58
SECTION 1011.         Limitation on Restricted Payments...................................................58
SECTION 1012.         Limitation on Layering Indebtedness.................................................60
SECTION 1013.         Limitation on Transactions With Affiliates..........................................60
SECTION 1014.         Limitation on Liens Securing Pari Passu
                          Indebtedness or Subordinated Indebtedness.......................................61
SECTION 1015.         Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries........61
</Table>



                                      -iii-
<PAGE>



<Table>
<Caption>
Section                                                                                                  Page
-------                                                                                                  ----
<S>                                                                                                      <C>
SECTION 1016.         Limitation on Sale of Assets........................................................62
SECTION 1017.         Limitation on Issuances and Sales of Capital Stock of Subsidiaries..................63
SECTION 1018.         Additional Guarantees...............................................................64
SECTION 1019.         Provision of Financial Statements; Rule 144A Information............................64
SECTION 1020.         Payment For Consent.................................................................64
SECTION 1021.         Termination of Certain Covenants in Event of Investment Grade Rating................64
SECTION 1022.         Waiver of Certain Covenants.........................................................65

                                                           ARTICLE ELEVEN

                                                        REDEMPTION OF NOTES

SECTION 1101.         Right of Redemption.................................................................65
SECTION 1102.         Applicability of Article............................................................65
SECTION 1103.         Election to Redeem; Notice to Trustee...............................................65
SECTION 1104.         Selection by Trustee of Notes to Be Redeemed........................................65
SECTION 1105.         Notice of Redemption................................................................66
SECTION 1106.         Deposit of Redemption Price.........................................................66
SECTION 1107.         Notes Payable on Redemption Date....................................................66
SECTION 1108.         Notes Redeemed in Part..............................................................67

                                                           ARTICLE TWELVE

                                                          NOTE GUARANTEES

SECTION 1201.         Note Guarantees.....................................................................67
SECTION 1202.         Execution and Delivery of Note Guarantee............................................68
SECTION 1203.         Obligations of the Subsidiary Guarantors Unconditional..............................69
SECTION 1204.         Ranking of Note Guarantees..........................................................69
SECTION 1205.         Limitation of Note Guarantees.......................................................69
SECTION 1206.         Release of Subsidiary Guarantors....................................................69
SECTION 1207.         Subsidiary Guarantors May Consolidate, etc., on Certain Terms.......................70

                                                          ARTICLE THIRTEEN

                                                 DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.         Company's Option to Effect Defeasance or Covenant Defeasance........................70
SECTION 1302.         Defeasance and Discharge............................................................70
SECTION 1303.         Covenant Defeasance.................................................................71
SECTION 1304.         Conditions to Defeasance or Covenant Defeasance.....................................71
SECTION 1305.         Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
                          Miscellaneous Provisions........................................................72
SECTION 1306.         Reinstatement.......................................................................72
</Table>




                                      -iv-
<PAGE>



<Table>
<Caption>
Section                                                                                                  Page
-------                                                                                                  ----
<S>                                                                                                      <C>
                                                      ARTICLE FOURTEEN

                                                   SUBORDINATION OF NOTES

SECTION 1401.         Notes Subordinate to Senior Indebtedness............................................73
SECTION 1402.         Payment Over of Proceeds Upon Dissolution, etc......................................73
SECTION 1403.         Suspension of Payment When Senior Indebtedness in Default...........................74
SECTION 1404.         Payment Permitted if No Default.....................................................74
SECTION 1405.         Subrogation to Rights of Holders of Senior Indebtedness.............................74
SECTION 1406.         Provisions Solely to Define Relative Rights.........................................75
SECTION 1407.         Trustee to Effectuate Subordination.................................................75
SECTION 1408.         No Waiver of Subordination Provisions...............................................75
SECTION 1409.         Notice to Trustee...................................................................76
SECTION 1410.         Reliance on Judicial Order or Certificate of Liquidating Agent......................76
SECTION 1411.         Rights of Trustee As a Holder of Senior Indebtedness; Preservation of Trustee's
                          Rights..........................................................................76
SECTION 1412.         Article Applicable to Paying Agents.................................................77
SECTION 1413.         No Suspension of Remedies...........................................................77
SECTION 1414.         Trustee Not Fiduciary for Holders of Senior Indebtedness............................77

EXHIBIT A       Certificate to Be Delivered upon Registration of Exchange or Transfer of Notes...........A-1
EXHIBIT B       Form of Note Guarantee...................................................................B-1
EXHIBIT C       Form of Institutional Accredited Investor Letter.........................................C-1
</Table>



                                       -v-
<PAGE>



                  INDENTURE, dated as of October 15, 2001 among FLEMING
COMPANIES, INC., a corporation duly organized and existing under the laws of the
State of Oklahoma (herein called, the "Company"), having its principal office at
1945 Lakepointe Drive, Lewisville, Texas 75057, each of the Subsidiary
Guarantors (as hereinafter defined), and Manufacturers and Traders Trust
Company, a New York banking corporation and trust company, as trustee (herein
called, the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of
10-5/8% Series C Senior Subordinated Notes due 2007 (together with any
Additional Notes (as herein defined), the "Initial Notes") and 10-5/8% Series D
Senior Subordinated Notes due 2007 (the "Exchange Notes", and together with the
Initial Notes, the "Notes"), of substantially the tenor and amount hereinafter
set forth, and to provide therefor the Company has duly authorized the execution
and delivery of this Indenture.

                  Upon the issuance of the Exchange Notes, if any, or the
effectiveness of the Shelf Registration Statement, this Indenture shall be
subject to and governed by the provisions of the Trust Indenture Act of 1939, as
amended.

                  The Company, directly or indirectly, owns beneficially and of
record 100% of the Capital Stock of the Subsidiary Guarantors; the Company and
the Subsidiary Guarantors are members of the same consolidated group of
companies; the Subsidiary Guarantors will derive direct and indirect economic
benefit from the issuance of the Notes; accordingly, the Subsidiary Guarantors
have each duly authorized the execution and delivery of this Indenture to
provide for the guarantee by each of them with respect to the Notes as set forth
in this Indenture.

                  All things necessary have been done to make the Notes, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, to make the Note
Guarantees of each of the Subsidiary Guarantors, when executed by the respective
Subsidiary Guarantors and delivered hereunder, the valid obligations of the
respective Subsidiary Guarantors, and to make this Indenture a valid agreement
of the Company and each of the Subsidiary Guarantors, in accordance with their
and its terms.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. Definitions.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

                  (b) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein, and the terms "cash transaction"



<PAGE>



         and "self-liquidating paper", as used in TIA Section 311, shall have
         the meanings assigned to them in the rules of the Commission adopted
         under the Trust Indenture Act;

                  (c) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles, and, except as otherwise herein expressly
         provided, the term "generally accepted accounting principles" with
         respect to any computation required or permitted hereunder shall mean
         such accounting principles as are generally accepted at the date of
         such computation; provided, however, that with respect to any
         computation required pursuant to Sections 1009, 1010, 1011 and 1014,
         such term shall mean such accounting principles as are generally
         accepted as of July 25, 1997; and

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

                  "Acquired Indebtedness" means Indebtedness of a Person (i)
existing at the time such Person becomes a Restricted Subsidiary of the Company
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 of the Company or
such acquisition.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

                  "Additional Interest" means all Additional Interest then owing
pursuant to Section 5 of the Registration Rights Agreement.

                  "Additional Notes" means any 10 5/8% Senior Subordinated Notes
that are not Exchange Notes issued after the Issue Date from time to time in
accordance with the terms of this Indenture including, without limitation, the
provisions of Section 1010 hereof.

                  "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 or (ii) any other
Person that owns, directly or indirectly, 5% or more of such Person's Capital
Stock or any executive officer or director of any such specified Person. For the
purposes of this definition, "control," when used with respect to any specified
Person, means the power to direct the management and policies of such Person,
directly or indirectly, whether through ownership of Voting Stock, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                  "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets (including, without limitation, by way of a sale and
leaseback), other than sales of inventory in the ordinary course of business
consistent with past practices (provided that the sale, lease, conveyance or
other disposition of all or substantially all of the assets of the Company and
its Restricted Subsidiaries taken as a whole will be governed by Section 1009
and/or Article Eight and not by Section 1016) and (ii) the issue or sale by the
Company or any of its Restricted Subsidiaries of Equity Interests of any of the
Company's Restricted Subsidiaries, whether in a single transaction or a series
of related transactions, in either case, (a) that have a fair market value in
excess of $1.0 million or (b) for net proceeds in excess of $1.0 million.
Notwithstanding the foregoing, a transfer of assets by the Company to a Wholly
Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the
Company or to another Wholly Owned Restricted Subsidiary, or by a Restricted
Subsidiary to any other Restricted Subsidiary in which the Company holds a
larger proportionate Equity Interest, shall not be deemed to be an Asset Sale.

                  "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of (A) the number of years from the



                                      -2-
<PAGE>



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.

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

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board, and, with respect to
any Subsidiary Guarantor, either the board of directors of such Subsidiary
Guarantor or any duly authorized committee of that board.

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

                  "Borrowing Base Amount" means, as to the Company, 90% of Net
Property and Equipment, determined on a consolidated basis in accordance with
GAAP.

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

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

                  "Capital Stock" of any Person means any and all shares,
interest, partnership interests, participations or other equivalents (however
designated) of such Person's capital stock whether now outstanding or issued
after the date of the Indentures, including, without limitation, all common
stock and preferred 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) 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 50% of
the total outstanding Voting Stock 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 of Directors, or whose nomination for election by the
stockholders of the Company, was approved by a vote of 66-2/3% of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of such Board of Directors then in
office; (iii) the Company consolidates with or merges with or into any Person or
conveys, transfers, leases or otherwise disposes of all or substantially all of
its assets to any Person, or any Person consolidates with or merges into or with
the Company, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Company is changed into or exchanged for cash,
securities or other property, other than any such transaction where the
outstanding Voting Stock of the



                                      -3-
<PAGE>



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 or other property (other than Capital Stock of the
surviving corporation) in an amount which could be paid by the Company as a
Restricted Payment as described in Section 1011, and (B) immediately after such
transaction, no "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) is the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to
have beneficial ownership of all shares that such Person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than 50% of the total outstanding
Voting Stock of the surviving corporation; or (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 of Article Eight.

                  "Change of Control Purchase Date" has the meaning specified in
Section 1009.

                  "Change of Control Purchase Offer" has the meaning specified
in Section 1009.

                  "Change of Control Purchase Price" has the meaning specified
in Section 1009.

                  "Change of Control Triggering Event" means the occurrence of
both a Change of Control and a Rating Decline.

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

                  "Common Stock" means, with respect to any Person, any and all
shares, interests, participations and other equivalents (however designated,
whether voting or non-voting) of such Person's common stock, whether now
outstanding or issued after the date of this Indenture, including, without
limitation, all series and classes of such common stock.

                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman, any Vice Chairman,
its President, any Vice President, its Treasurer or an Assistant Treasurer, and
delivered to the Trustee.

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

                  "Consolidated Fixed Charge Coverage Ratio" of the Company
means, for any period, the ratio of (a) Consolidated Net Income, plus, without
duplication, Consolidated Interest Expense, Consolidated Income Tax Expense,
Consolidated Non-Cash Charges and Excluded Non-Cash Charges (less the amount of
all cash payments made by the Company or any of its Restricted Subsidiaries
during such period to the extent such payments relate to Excluded Non-Cash
Charges that were added back in determining the sum contemplated by this clause
(a) for such period or any prior period; provided that this parenthetical shall
not apply with respect to each fiscal quarter in the four quarter period ended
July 14, 2001) deducted in computing Consolidated Net Income,



                                      -4-
<PAGE>



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) Consolidated
Interest Expense for such period; provided that (i) in making such computation,
the Consolidated Interest Expense attributable to interest on any Indebtedness
computed on a pro forma basis and (A) bearing a floating interest rate shall be
computed as if the rate in effect on the date of computation had been the
applicable rate for the entire period and (B) which was not outstanding during
the period for which the computation is being made but which bears, at the
option of the Company, a fixed or floating rate of interest, shall be computed
by applying, at the option of the Company, either the fixed or floating rate and
(ii) in making such computation, Consolidated Interest Expense attributable to
interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such
Indebtedness during the applicable period.

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

                  "Consolidated Interest Expense" means, without duplication,
for any period, the sum of (A) the interest expense of the Company and its
Restricted Subsidiaries for such period, as determined on a Consolidated basis
in accordance with GAAP including, without limitation, (i) amortization of debt
discount, (ii) the net cost under Interest Rate Agreements (including
amortization of discount), (iii) the interest portion of any deferred payment
obligation and (iv) accrued interest, plus (B) the aggregate amount for such
period of dividends on any Redeemable Capital Stock or Preferred Stock of the
Company and its Restricted Subsidiaries, (C) the interest component of the
Capital Lease Obligations paid, accrued and/or scheduled to be paid, or accrued
by such Person during such period and (D) all capitalized interest of the
Company and its Restricted Subsidiaries in each case under each of (A) through
(D) determined on a Consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, for any period, the
Consolidated net income (or loss) of the Company and its Restricted Subsidiaries
for such period as determined on a Consolidated basis in accordance with GAAP,
adjusted, to the extent included in calculating such net income (loss), by
excluding, without duplication, (i) any net after-tax extraordinary gains or
losses (less all fees and expenses relating thereto), (ii) up to $20 million of
any charges taken with respect to the "Premium Sales" litigation matters, which
are described under (4) in Item 3 (Legal Proceedings) of the Company's Annual
Report on Form 10-K for fiscal year 1996 plus up to an additional $2,500,000
with respect to fees and expenses of the Company's counsel in connection with
such litigation matters, (iii) Excluded Non-Cash Charges (less the amount of all
cash payments made by the Company or any of its Restricted Subsidiaries during
such period to the extent such payments relate to Excluded Non-Cash Charges that
were added back in determining the sum contemplated by clause (a) of the
definition of "Consolidated Fixed Charge Coverage Ratio"), (iv) the portion of
net income (or loss) of the Company and its Restricted Subsidiaries determined
on a Consolidated basis allocable to minority interests in unconsolidated
Persons to the extent that cash dividends or distributions have not actually
been received by the Company or any Restricted Subsidiary; (v) net income (or
loss) of any Person combined with the Company or any Restricted Subsidiary on a
"pooling of interests" basis attributable to any period prior to the date of
combination, (vi) net gains or losses (less all fees and expenses relating
thereto) in respect of dispositions of assets other than in the ordinary course
of business and (vii) the net income of any Restricted Subsidiary to the extent
that the declaration of dividends or similar distributions by that Restricted
Subsidiary of that income is not at the time permitted, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its shareholders.

                  "Consolidated Net Sales" means, for any period, the
consolidated net sales of the Company and its Restricted Subsidiaries for such
period, as determined in accordance with GAAP.

                  "Consolidated Net Worth" means, with respect to any Person as
of any date, the sum of (i) the consolidated equity of the common equity holders
of such Person and its Restricted Subsidiaries as of such date



                                      -5-
<PAGE>



plus (ii) the respective amounts reported on such Person's balance sheet as of
such date with respect to any series of preferred stock (other than Redeemable
Capital Stock) that by its terms is not entitled to the payment of dividends
unless such dividends may be declared and paid only out of net earnings in
respect of the year of such declaration and payment, but only to the extent of
any cash received by such Person upon issuance of such preferred stock, less (a)
all write-ups (other than write-ups resulting from foreign currency translations
and write-ups of tangible assets of a going concern business made within 12
months after the acquisition of such business) subsequent to the date of the
Indentures in the book value of any asset owned by such Person or a consolidated
Restricted Subsidiary of such Person, (b) all investments as of such date in
unconsolidated Restricted Subsidiaries and in Persons that are not Subsidiaries
(except, in each case, Permitted Investments), and (c) all unamortized debt
discount and expense and unamortized deferred charges as of such date, all of
the foregoing determined in accordance with GAAP.

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

                  "Consolidated Tangible Assets" means the total of all the
assets appearing on the Consolidated balance sheet of the Company and its
majority-owned or Wholly Owned Restricted Subsidiaries less (i) intangible
assets including, without limitation, items such as goodwill, trademarks, trade
names, patents and unamortized debt discount and (ii) appropriate adjustments on
account of minority interests of other persons holding stock in any
majority-owned Restricted Subsidiary of the Company.

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

                  "Corporate Trust Office" means a corporate trust office of the
Trustee, at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Indenture is located
at One M & T Plaza, 7th Floor, Corporate Trust Department, Buffalo, New York
14203.

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

                  "Currency Agreements" means any spot or forward foreign
exchange agreements and currency swap, currency option or other similar
financial agreements or arrangements entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business and designed to
protect against or manage exposure to fluctuations in foreign currency exchange
rates.

                  "Custodian" has the meaning specified in Section 201.

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

                  "Defaulted Interest" has the meaning specified in Section 307.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors.



                                      -6-
<PAGE>



                  "Designated Senior Indebtedness" means (i) any Senior
Indebtedness outstanding under the Credit Agreement; (ii) any Senior
Indebtedness in respect of the Senior Notes; and (iii) any other Senior
Indebtedness, the principal amount of which is $50 million or more and that has
been designated by the Company as "Designated Senior Indebtedness."

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

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

                  "Event of Default" has the meaning specified in Section 501.

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

                  "Exchange Notes" has the meaning stated in the first recital
of this Indenture and refers to any Exchange Notes containing terms
substantially identical to the Initial Notes (except that (i) such Exchange
Notes shall not contain terms with respect to transfer restrictions and shall be
registered under the Securities Act, and (ii) certain provisions relating to an
increase in the stated rate of interest thereon shall be eliminated) that are
issued and exchanged for the Initial Notes and the Series A/B Notes in
accordance with an Exchange Offer, as provided for in the Registration Rights
Agreement and this Indenture and as may be provided for in any registration
rights agreement executed after the date of this Indenture.

                  "Exchange Offer" means the offer by the Company to the Holders
of the Initial Notes and to the holders of Series A/B Notes to exchange all of
the Initial Notes and Series A/B Notes for Exchange Notes, as provided for in
the Registration Rights Agreement, and any offer by the Company to the Holders
of Additional Notes to exchange such Additional Notes for Exchange Notes.

                  "Exchange Offer Registration Statement" means the Exchange
Offer Registration Statement as defined in the Registration Rights Agreement and
any exchange offer registration statement relating to the exchange of Additional
Notes for Exchange Notes.

                  "Excluded Non-Cash Charges" means all non-cash charges with
respect to (A) write-downs of the carrying value in the Company's financial
statements of certain retail and distribution facilities and related assets in
connection with the proposed or actual disposition of such facilities or
discontinuance of operations at such facilities or (B) other consolidation and
restructuring of facilities and operations.

                  "Existing Senior Subordinated Notes" means (A) the 10 1/2%
Senior Subordinated Notes due 2004 of the Company and (B) the 10 5/8% Senior
Subordinated Notes due 2007 of the Company.

                  "Fair Market Value" means, with respect to any asset or
property, a price which could be negotiated in an arm's length transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure to complete the transaction. Fair Market Value shall be
determined by the Board of Directors of the Company acting in good faith and
shall be evidenced by a Board Resolution.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States, as in effect on
July 25, 1997.



                                      -7-
<PAGE>



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

                  "Guaranteed Obligations" has the meaning specified in Section
1201.

                  "Holder" means a Person in whose name a Note is registered in
the Security Register.

                  "Indebtedness" means, with respect to any Person, without
duplication, (i) all liabilities of such Person for borrowed money (including
overdrafts) or for the deferred purchase price of property or services,
excluding any trade payables and other accrued current liabilities arising in
the ordinary course of business, but including, without limitation, all
obligations, contingent or otherwise, of such Person in connection with any
letters of credit and acceptances issued under letter of credit facilities,
acceptance facilities or other similar facilities, (ii) all obligations of such
Person evidenced by bonds, notes, debentures or other similar instruments, (iii)
all indebtedness of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even if the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), but
excluding trade payables arising in the ordinary course of business, (iv) all
Capital Lease Obligations of such Person, (v) all obligations under Interest
Rate Agreements or Currency Agreements of such Person, (vi) 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 (other than guarantees of preferred trust
securities or similar securities issued by a Qualified Finance Subsidiary),
(viii) all Redeemable Capital Stock valued at the greater of its voluntary or
involuntary maximum fixed repurchase price plus accrued and unpaid dividends,
(ix) Qualified Subordinated Indebtedness and (x) any amendment, supplement,
modification, deferral, renewal, extension, refunding or refinancing of any
liability of the types referred to in clauses (i) through (ix) above. For
purposes hereof, the "maximum fixed repurchase price" of any Redeemable Capital
Stock which does not have a fixed repurchase price shall be calculated in
accordance with terms of such Redeemable Capital Stock as if such Redeemable
Capital Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to the Indentures, and if such price is based upon, or
measured by, the Fair Market Value of such Redeemable Capital Stock, such Fair
Market Value is to be determined in good faith by the Board of Directors of the
issuer of such Redeemable Capital Stock.

                  "Indenture" means this instrument as originally executed and
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

                  "Initial Notes" has the meaning specified in the recitals to
this Indenture.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Notes.



                                      -8-
<PAGE>



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

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

                  "Investment" means, with respect to any Person, directly or
indirectly, any advance (other than advances to customers in the ordinary course
of business, which are recorded as accounts receivable on the balance sheet of
the Company and its Restricted Subsidiaries), loan or other extension of credit
(including by way of guarantee) or 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, acquisitions or
ownership by such Person of any Capital Stock, bonds, notes, debentures or other
securities or assets issued or owned by any other Person. The Company shall be
deemed to make an Investment in an amount equal to the greater of the book value
(as determined in accordance with GAAP) and Fair Market Value of the net assets
of any Restricted Subsidiary (or, if neither the Company nor any of its
Restricted Subsidiaries has theretofore made an Investment in such Restricted
Subsidiary, in an amount equal to the Investments being made) at the time such
Restricted Subsidiary is designated an Unrestricted Subsidiary, and any property
transferred to an Unrestricted Subsidiary from the Company or any Restricted
Subsidiary shall be deemed an Investment valued at the greater of its book value
(as determined in accordance with GAAP) and its Fair Market Value at the time of
such transfer.

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

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

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

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

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

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



                                      -9-
<PAGE>



                  "Net Property and Equipment" means, with respect to the
Company, the Consolidated property and equipment of the Company, net of
accumulated depreciation, determined in accordance with GAAP.

                  "Non-Payment Default" has the meaning specified in Section
1403.

                  "Non-Recourse Debt" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support
of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender, (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness (other than
the Notes being offered hereby) of the Company or any of its Restricted
Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity and
(iii) as to which the lenders have been notified in writing that they will not
have any recourse to the stock or assets of the Company or any of its Restricted
Subsidiaries.

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

                  "Notes" has the meaning stated in the first recital of this
Indenture and, more particularly, means any Notes authenticated and delivered
under this Indenture.

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

                  "Offering" means the sale of the Initial Notes by the Company
to Deutsche Banc Alex. Brown Inc., J.P. Morgan Securities, Inc., Lehman Brothers
Inc., Bear, Stearns & Co. Inc., First Union Securities, Inc. and UBS Warburg LLC
as initial purchasers.

                  "Officers' Certificate" means a certificate signed by the
Chairman, any Vice Chairman, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, including an officer or employee of the Company,
and who shall be reasonably acceptable to the Trustee.

                  "Outstanding", when used with respect to the Notes, means, as
of the date of determination, all Notes theretofore authenticated and delivered
under this Indenture, except:

                  (i) Notes theretofore cancelled by the Trustee or delivered to
         the Trustee for cancellation;

                  (ii) Notes, or portions thereof, for whose payment or
         redemption money in the necessary amount has been theretofore deposited
         with the Trustee or any Paying Agent (other than the Company) in trust
         or set aside and segregated in trust by the Company (if the Company
         shall act as its own Paying Agent) for the Holders of such Notes;
         provided that, if such Notes are to be redeemed, notice of such
         redemption has been duly given pursuant to this Indenture or provision
         therefor satisfactory to the Trustee has been made;

                  (iii) Notes, except to the extent provided in Sections 1302
         and 1303, with respect to which the Company has effected defeasance
         and/or covenant defeasance as provided in Article Thirteen; and



                                      -10-
<PAGE>



                  (iv) Notes which have been paid pursuant to Section 306 or in
         exchange

                  (v) for or in lieu of which other Notes have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Notes in respect of which there shall have been presented to the
         Trustee proof satisfactory to it that such Notes are held by a bona
         fide purchaser in whose hands the Notes are valid obligations of the
         Company; provided, however, that in determining whether the Holders of
         the requisite principal amount of Outstanding Notes have given any
         request, demand, authorization, direction, consent, notice or waiver
         hereunder, and for the purpose of making the calculations required by
         TIA Section 313, Notes owned by the Company or any other obligor upon
         the Notes or any Affiliate of the Company or such other obligor shall
         be disregarded and deemed not to be Outstanding, except that, in
         determining whether the Trustee shall be protected in making such
         calculation or in relying upon any such request, demand, authorization,
         direction, notice, consent or waiver, only Notes which the Trustee
         actually knows to be so owned shall be so disregarded. Notes so owned
         which have been pledged in good faith may be regarded as Outstanding if
         the pledgee establishes to the satisfaction of the Trustee the
         pledgee's right so to act with respect to such Notes and that the
         pledgee is not the Company or any other obligor upon the Notes or any
         Affiliate of the Company or such other obligor.

                  "Pari Passu Indebtedness" means (a) with respect to the Notes,
Indebtedness which ranks pari passu in right of payment to the Notes, and (b)
with respect to any Note Guarantee, Indebtedness which ranks pari passu in right
of payment to such Note Guarantee.

                  "Paying Agent" means any Person (including the Company acting
as Paying Agent) authorized by the Company to pay the principal of (and premium,
if any, on) or interest on any Notes on behalf of the Company.

                  "Payment Blockage Notice" has the meaning specified in Section
1403.

                  "Payment Default" has the meaning specified in Section 1403.

                  "Permitted Consideration" means consideration consisting of
any combination of the following: (i) cash or Temporary Cash Investments, (ii)
assets used or intended for use in the Company's business as conducted on the
date of the Indenture, (iii) any liabilities (as shown on the Company's or such
Restricted Subsidiary's most recent balance sheet), of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes or any guarantee thereof) that are
assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary from further
liability and (iv) any securities, 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 (to
the extent of the cash received); provided that the aggregate amount of such
notes or other obligations received by the Company and its Restricted
Subsidiaries pursuant to (ii) through (iv) above after July 25, 1997 and held or
carried at any date of determination shall not exceed $75 million.

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

                  (i) Indebtedness of the Company and guarantees of the
         Subsidiary Guarantors under the Credit Agreement in an aggregate
         principal amount at any one time outstanding not to exceed the greater
         of (x) $850 million less mandatory repayments actually made in respect
         of any term Indebtedness thereunder after the date of this Indenture
         (other than amounts refinanced as permitted under the definition of the
         Credit Agreement) or (y) the Borrowing Base Amount less mandatory
         repayments



                                      -11-
<PAGE>



         (other than amounts refinanced as permitted under the definition of the
         Credit Agreement) actually made in respect of any term Indebtedness
         thereunder after July 25, 1997;

                  (ii) Indebtedness of the Company under uncommitted bank lines
         of credit; provided, however, that the aggregate principal amount of
         Indebtedness incurred pursuant to clauses (i), (ii) and (x) of this
         definition of "Permitted Indebtedness" does not exceed the greater of
         (x) $850 million less mandatory repayments actually made in respect of
         any term Indebtedness under the Credit Agreement after of the date of
         this Indenture (other than amounts refinanced as permitted under clause
         (xii) hereof) or (y) the Borrowing Base Amount less mandatory
         repayments actually made in respect of any term Indebtedness under the
         Credit Agreement after July 25, 1997 (other than amounts refinanced as
         permitted under clause (xii) hereof);

                  (iii) Indebtedness of the Company evidenced by the Notes and
         the Note Guarantees with respect thereto under this Indenture;

                  (iv) Indebtedness of the Company or any Restricted Subsidiary
         outstanding on the date of the Indenture;

                  (v) obligations of the Company or any Restricted Subsidiary
         entered into in the ordinary course of business (a) pursuant to
         Interest Rate Agreements designed to protect against or manage exposure
         to fluctuations in interest rates in respect of Indebtedness or
         retailer notes receivables, which, if related to Indebtedness or such
         retailer notes receivables, do not exceed the aggregate notional
         principal amount of such Indebtedness to which such Interest Rate
         Agreements relate, or (b) under any Currency Agreements in the ordinary
         course of business and designed to protect against or manage exposure
         to fluctuations in foreign currency exchange rates which, if related to
         Indebtedness, do not increase the amount of such Indebtedness other
         than as a result of foreign exchange fluctuations;

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

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

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

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

                  (x) Indebtedness of the Company evidenced by commercial paper
         issued by the Company; provided, however, that the aggregate principal
         amount of Indebtedness incurred pursuant to clauses (i), (ii) and (x)
         of this definition of "Permitted Indebtedness" does not exceed the
         greater of (x) $850 million less mandatory repayments actually made in
         respect of any term Indebtedness under the Credit Agreement after the
         date of this Indenture (other than amounts refinanced as permitted
         under clause (xii) hereof) or (y) the Borrowing Base Amount less
         mandatory repayments actually made in respect of



                                      -12-
<PAGE>



         any term Indebtedness under the Credit Agreement after July 25, 1997
         (other than amounts refinanced as permitted under clause (xii) hereof);

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

                  (xii) any renewals, extensions, substitutions, refunding,
         refinancings or replacements (each, a "refinancing") of any
         Indebtedness described in clauses (ii), (iii), (iv) and (x) of this
         definition of "Permitted Indebtedness," including any successive
         refinancings, so long as (A) the aggregate principal amount of
         Indebtedness represented thereby is not increased by such refinancing
         to an amount greater than such principal amount plus the lesser of (x)
         the stated amount of any premium or other payment required to be paid
         in connection with such a refinancing pursuant to the terms of the
         Indebtedness being refinanced or (y) the amount of premium or other
         payment actually paid at such time to refinance the Indebtedness, plus,
         in either case, the amount of reasonable expenses of the Company or any
         Subsidiary, as the case may be, incurred in connection with such
         refinancing, (B) in the case of any refinancing of Pari Passu
         Indebtedness or Subordinated Indebtedness, such new Indebtedness is
         made pari passu with or subordinated to the Notes to the same extent as
         the Indebtedness being refinanced and (C) such refinancing does not
         reduce the Average Life to Stated Maturity or the Stated Maturity of
         such Indebtedness.

                  "Permitted Investment" means (i) Investment in any Wholly
Owned Restricted Subsidiary or any Investment in any Person by the Company or
any Wholly Owned Restricted Subsidiary as a result of which such Person becomes
a Wholly Owned Restricted Subsidiary or any Investment in the Company by a
Wholly Owned Restricted Subsidiary; (ii) intercompany Indebtedness to the extent
permitted under clause (vi) of the definition of "Permitted Indebtedness"; (iii)
Temporary Cash Investments; (iv) sales of goods and services on trade credit
terms consistent with the Company's past practices or otherwise consistent with
trade credit terms in common use in the industry; (v) Investments in direct
financing leases for equipment and real estate owned or leased by the Company
and leased to its customers in the ordinary course of business consistent with
past practice; (vi) Investments in Joint Ventures related to the Company's
expansion of its retail operations, not to exceed $50 million at any one time
outstanding; (vii) Investments in Investee Stores either in the form of equity,
loans or other extensions of credit; provided that any such Investment may only
be made if the amount thereof, when added to the aggregate outstanding amount of
Permitted Investments in Investee Stores (excluding for purposes of this clause
(vii) any Investments made pursuant to clause (vi)) after giving effect to any
loan repayments or returns of capital in respect of any Permitted Investment in
Investee Stores, does not exceed 12.5% of Consolidated Total Assets at the time
of determination; (viii) Investments in a Qualified Finance Subsidiary in
connection with a Qualified TIPS Transaction; (ix) other Investments made since
July 25, 1997, in addition to those permitted under (i) through (viii) above, in
an aggregate amount not to exceed $10 million and (x) any substitutions or
replacements of any Investment so long as the aggregate amount of such
Investment is not increased by such substitution or replacement.

                  "Permitted Junior Securities" means Equity Interests in the
Company or debt securities that are subordinated to all Senior Indebtedness (and
any debt securities issued in exchange for Senior Indebtedness) to substantially
the same extent as, or to a greater extent than, the Notes are subordinated to
Senior Indebtedness.

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

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



                                      -13-
<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, assessments, governmental
         charges or levies not yet delinquent or which are being contested in
         good faith; (3) security for payment of workers' compensation or other
         insurance; (4) security for the performance of tenders, leases
         (including, without limitation, statutory and common law landlord's
         liens) and contracts (other than contracts for the payment of money);
         (5) zoning restrictions, easements, licenses, reservations, title
         defects, rights of others for rights of way, utilities, sewers,
         electric lines, telephone or telegraph lines, and other similar
         purposes, provisions, covenants, conditions, waivers and restrictions
         on the use of property or minor irregularities of title (and, with
         respect to leasehold interests, mortgages, obligations, liens and other
         encumbrances incurred, created, assumed or permitted to exist and
         arising by, through or under a landlord or owner of the leased
         property, with or without consent of the lessee), none of which
         materially impairs the use of any parcel of property material to the
         operation of the business of the Company or any Restricted Subsidiary
         or the value of such property for the purpose of such business; (6)
         deposits to secure public or statutory obligations; (7) operation of
         law in favor of growers, dealers and suppliers of fresh fruits and
         vegetables, carriers, mechanics, materialmen, laborers, employees or
         suppliers, incurred in the ordinary course of business for sums which
         are not yet delinquent or are being contested in good faith by
         negotiations or by appropriate proceedings which suspend the collection
         thereof; (8) the grant by the Company to licensees, pursuant to
         security agreements, of security interests in trademarks and goodwill,
         patents and trade secrets of the Company to secure the damages, if any,
         of such licensees, resulting from the rejection of the license of such
         licensees in a bankruptcy, reorganization or similar proceeding with
         respect to the Company; or (9) security for surety or appeal bonds;

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

                  (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; provided that such Lien does not extend to any assets of
         the Company or any Restricted Subsidiary other than the assets acquired
         in the transaction resulting in such Acquired Indebtedness being
         incurred by the Company or Restricted Subsidiary, as the case may be;

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

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

                  (g) any Lien securing the Notes;

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

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



                                      -14-
<PAGE>



         such Indebtedness can be incurred pursuant to Section 1010 of this
         Indenture other than as Permitted Indebtedness;

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

                  (k) any Lien consisting of any pledge to any Person of
         Indebtedness owed by any Restricted Subsidiary to the Company or to any
         Wholly Owned Restricted Subsidiary; provided that (i) such Restricted
         Subsidiary is a Subsidiary Guarantor and (ii) the principal amount
         pledged does not exceed the Indebtedness secured by such pledge;

                  (l) any extension, renewal, refinancing or replacement, in
         whole or in part, of any Lien described in the foregoing clause (a) so
         long as no additional collateral is granted as security thereby.

                  "Permitted Receivables Financing" means any transaction
involving the transfer (by way of sale, pledge or otherwise) by the Company or
any of its Restricted Subsidiaries of receivables to any other Person, provided
that after giving effect to such transaction the sum of (i) the aggregate
uncollected balances of the receivables so transferred ("Transferred
Receivables") plus (ii) the aggregate amount of all collections on Transferred
Receivables theretofore received by the seller but not yet remitted to the
purchaser, in each case at the date of determination, would not exceed $600
million.

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

                  "Predecessor Note" of any particular Note means every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in exchange for a mutilated
security or in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

                  "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
date of this Indenture, including, without limitation, all classes and series of
preferred or preference stock of such Person.

                  "Public Equity Offering" means a primary or secondary public
offering of equity securities of the Company or any Restricted Subsidiary of the
Company, in each case pursuant to an effective registration statement under the
Securities Act with net cash proceeds of at least $50 million.

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

                  "Qualified Finance Subsidiary" means a Subsidiary of the
Company constituting a "finance subsidiary," within the meaning of Rule 3a-5
under the Investment Company Act of 1940, as amended, formed for the purpose of
engaging in a Qualified TIPS Transaction.

                  "Qualified Subordinated Indebtedness" means Subordinated
Indebtedness of the Company to a Qualified Finance Subsidiary incurred in
connection with a Qualified TIPS Transaction.

                  "Qualified TIPS Transaction" means an issuance by a Qualified
Finance Subsidiary of preferred trust securities or similar securities in
respect of which any dividends, liquidation preference or other



                                      -15-
<PAGE>



obligations under such securities are guaranteed by the Company to the extent
required by the Investment Company Act of 1940, as amended, or customary
transactions of such type.

                  "Rating Agency" means any of (i) S&P, (ii) Moody's or (iii) if
S&P or Moody's or both shall not make a rating of the Notes publicly available,
a security rating agency or agencies, as the case may be, nationally recognized
in the United States, selected by the Company, which shall be substituted for
S&P or Moody's or both, as the case may be. "Rating Category" means (i) with
respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC,
CC, C and D (or equivalent successor categories); (ii) with respect to Moody's,
any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or
equivalent successor categories); and (iii) the equivalent of any such category
of S&P or Moody's used by another Rating Agency. In determining whether the
rating of the Notes has decreased by one or more gradation, gradations within
Rating Categories (+ and - for S&P; 1, 2 and 3 for Moody's; or the equivalent
gradations for another Rating Agency) shall be taken into account (e.g., with
respect to S&P, a decline in rating from BB+ to BB, as well as from BB- to B+,
will constitute a decrease of one gradation).

                  "Rating Decline" means the occurrence on, or within 90 days
after, the date of public notice of the occurrence of a Change of Control or of
the intention of the Company or Persons controlling the Company to effect a
Change of Control (which period shall be extended so long as the rating of the
Notes is under publicly announced consideration for possible downgrade by any of
the Rating Agencies) of the following: (i) if the Notes are rated by either
Rating Agency as Investment Grade immediately prior to the beginning of such
period, the rating of the Notes by both Rating Agencies shall be below
Investment Grade; or (ii) if the Notes are rated below Investment Grade by both
Rating Agencies immediately prior to the beginning of such period, the rating of
the Notes by either Rating Agency shall be decreased by one or more gradations
(including gradations within Rating Categories as well as between Rating
Categories).

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

                  "Redemption Date", when used with respect to any Note to be
redeemed, in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

                  "Redemption Price", when used with respect to any Note to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date of this Indenture, by and among the Company and
the other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the January 15 or July 15 (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date.

                  "Regulation S" has the meaning set forth in Section 201 of
this Indenture.

                  "Regulation S Global Note" has the meaning set forth in
Section 201 of this Indenture.



                                      -16-
<PAGE>



                  "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

                  "Restricted Global Note" has the meaning set forth in Section
201 of this Indenture.

                  "Restricted Subsidiary" means any Subsidiary of the Company
that is not (x) an Unrestricted Subsidiary or (y) a Qualified Finance
Subsidiary.

                  "Rule 144A" has the meaning set forth in Section 201 of this
Indenture.

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

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                  "Senior Indebtedness" of the Company or any Subsidiary
Guarantor means (i) all Indebtedness of the Company or such Subsidiary Guarantor
under the Credit Agreement or any related loan documentation, including, without
limitation, obligations to pay principal and interest (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law), premium, if any,
reimbursement obligations under letters of credit, fees, expenses and
indemnities, and all obligations under Interest Rate Agreements or Currency
Agreements with respect thereto, whether outstanding on the date of this
Indenture or thereafter incurred, (ii) the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on, and all other Obligations with respect to, any other Indebtedness of the
Company or such Subsidiary Guarantor permitted to be incurred by the Company or
such Subsidiary Guarantor under the terms of the Indenture (including, without
limitation, the Senior Notes), whether outstanding on the date of this Indenture
or thereafter incurred, unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in right
of payment to the Notes and (iii) all Obligations of the Company or such
Subsidiary Guarantor with respect to the foregoing. Notwithstanding anything to
the contrary in the foregoing, Senior Indebtedness will not include (A) any
liability for federal, state, local or other taxes owed or owing by the Company
or any Subsidiary Guarantor, (B) the Existing Senior Subordinated Notes or the
Company's 5.25% Convertible Senior Subordinated Notes due 2009, (C) any
Indebtedness of the Company or any Subsidiary Guarantor to any of its Restricted
Subsidiaries or other Affiliates, (D) any trade payables or (E) any Indebtedness
that is incurred in violation of this Indenture.

                  "Senior Notes" means the Company's 10 1/8% Senior Notes due
2008.

                  "Series A/B Indenture" means the indenture dated as of July
25, 1997 among the Company, the subsidiary guarantors named therein and
Manufacturers and Traders Trust Company pursuant to which the Series A/B Notes
were issued.

                  "Series A/B Notes" means all outstanding 10 5/8% Senior
Subordinated Notes due 2007 issued pursuant to the Series A/B Indenture.



                                      -17-
<PAGE>



                  "Shelf Registration Statement" means a "Shelf Registration" as
such term is defined in the Registration Rights Agreement.

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

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

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 307.

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

                  "Subordinated Indebtedness" means Indebtedness of the Company
subordinated in right of payment to the Notes.

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

                  "Subsidiary Guarantor" means each Wholly Owned Restricted
Subsidiary of the Company and each such subsidiary's Wholly Owned Restricted
Subsidiaries as of the date of the Indenture and any Wholly Owned Restricted
Subsidiary that is required pursuant to Section 1018, on or after the date of
the Indenture, to execute a Note Guarantee until a successor replaces any such
party pursuant to the applicable provisions of this Indenture and, thereafter,
shall mean such successor.

                  "Tangible Assets" means the total of all the assets appearing
on the Consolidated balance sheet of a majority-owned or Wholly Owned Restricted
Subsidiary of the Company less the following: (1) intangible assets including,
without limitation, items such as goodwill, trademarks, trade names, patents and
unamortized debt discount and expense; and (2) appropriate adjustments on
account of minority interests of other Persons holding stock in any such
majority-owned Restricted Subsidiary of the Company.

                  "Temporary Cash Investments" means (i) any evidence of
Indebtedness issued by the United States, or an instrumentality or agency
thereof, and guaranteed fully as to principal, premium, if any, and interest by
the United States; (ii) any certificate of deposit issued by, or time deposit
of, a financial institution that is a member of the Federal Reserve System
having combined capital and surplus and undivided profits of not less than $500
million, whose debt has a rating, at the time of which any investment therein is
made, of "A" (or higher) according to Moody's or "A" (or higher) according to
S&P; (iii) commercial paper issued by a corporation (other than an Affiliate or
Restricted Subsidiary of the Company) organized and existing under the laws of
the United States with a rating, at the time as of which any investment therein
is made, of "P-1" (or higher) according to Moody's or "A-1" (or higher)
according to S&P; (iv) any money market deposit accounts issued or offered by a
financial institution that is a member of the Federal Reserve System having
capital and surplus in excess of $500 million; (v) short term tax-exempt bonds
with a rating, at the time as of which any investment is made therein, of "Aa3"
(or higher) according to Moody's or "AA-" (or higher) according to S&P, (vi)
shares in a mutual fund, the investment objectives and policies of which require
it to invest substantially in the investments of the type described in clause
(i) through (v); and (vii) repurchase and reverse repurchase obligations with
the term of not more than seven days for underlying securities of the types
described in clauses (i) and (ii) entered into with any financial institution
meeting the qualifications specified in clause (ii); provided that in the



                                      -18-
<PAGE>



case of clauses (i), (ii), (iii) and (v), such investment matures within one
year from the date of acquisition thereof.

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

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

                  "Trustee" means the Person named as the Trustee in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "Unrestricted Subsidiary" means any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary (i) has no
Indebtedness other than Non-Recourse Debt; (ii) is not party to any agreement,
contract, arrangement or understanding with the Company or any of its Restricted
Subsidiaries unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company; (iii) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (a) to subscribe for additional Equity Interests or (b) to maintain
or preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating results; (iv) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Restricted Subsidiaries; (v) has at least one member of
its board of directors who is not a director or executive officer of the Company
or any of its Restricted Subsidiaries and has at least one executive officer who
is not a director or executive officer of the Company or any of its Restricted
Subsidiaries; and (vi) does not directly or through any of its Subsidiaries own
any Capital Stock of, or own or hold any Lien on any property of, the Company or
any of its Restricted Subsidiaries. Any such designation by the Board of
Directors shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 1011.

                  If, at any time, any Unrestricted Subsidiary would fail to
meet the foregoing requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indentures
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date (and, if such Indebtedness
is not permitted to be incurred as of such date under Section 1010 the Company
shall be in default of such covenant). The Board of Directors may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (i) such
Indebtedness is permitted under Section 1010 and (ii) no Default or Event of
Default would be in existence following such designation.

                  "U.S. Government Obligations" means securities that are (i)
direct obligations of the United States for the timely payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States,
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States, which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any such U.S. Government Obligation
or a specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation



                                      -19-
<PAGE>



or the specific payment of principal of or interest on the U.S. Government
Obligation evidenced by such depository receipt.

                  "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

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

SECTION 102. Compliance Certificates and Opinions.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant
compliance with which constitutes a condition precedent) relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant to
Section 1008) shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein 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 each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (4) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.



                                      -20-
<PAGE>



                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. In giving such opinion, such counsel may rely upon opinions of local
counsel reasonably satisfactory to the Trustee. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

SECTION 104. Acts of Holders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agents duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 104.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

                  (c) The principal amount and serial numbers of Notes held by
any Person, and the date of holding the same, shall be proved by the Security
Register.

                  (d) If the Company shall solicit from the Holders of Notes any
request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to Board Resolution, fix in
advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding TIA Section
316(c), such record date shall be the record date specified in or pursuant to
such Board Resolution, which shall be a date not earlier than the date 30 days
prior to the first solicitation of Holders generally in connection therewith and
not later than the date such solicitation is completed. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other Act may be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Notes have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Outstanding Notes shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than 330 days after the
record date.



                                      -21-
<PAGE>



                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Note.

SECTION 105. Notices, etc., to Trustee, Company and Subsidiary Guarantors.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         to the attention of its Corporate Trust Department;

                  (2) the Company or any Subsidiary Guarantor by the Trustee or
         by any Holder shall be sufficient for every purpose hereunder (unless
         otherwise herein expressly provided) if in writing and mailed,
         first-class postage prepaid, to the Company addressed to it at the
         address of its principal office specified in the first paragraph of
         this Indenture, or at any other address previously furnished in writing
         to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

                  Where this Indenture provides notice of any event to Holders
by the Company, any Subsidiary Guarantor or the Trustee, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at its address as it appears in the Security Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the
failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice mailed to a Holder in the manner herein prescribed
shall be conclusively deemed to have been received by such Holder when so
mailed, whether or not such Holder actually receives such notice. Where this
Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

                  In case by reason of the suspension of or irregularities in
regular mail service or by reason of any other cause, it shall be impracticable
to mail notice of any event to Holders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice for every purpose hereunder.

SECTION 107. Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

SECTION 108. Successors and Assigns.

                  All covenants and agreements in this Indenture by the Company
and the Subsidiary Guarantors shall bind their respective successors and
assigns, whether so expressed or not.



                                      -22-
<PAGE>



SECTION 109. Separability Clause.

                  In case any provision in this Indenture or in the Notes or the
Note Guarantees 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 110. Benefits of Indenture.

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

SECTION 111. Governing Law.

                  This Indenture, the Notes and the Note Guarantees shall be
governed by the law of the State of New York. Upon the issuance of the Exchange
Notes, if any, or the effectiveness of the Shelf Registration Statement, this
Indenture shall be subject to and governed by the provisions of the Trust
Indenture Act of 1939, as amended.

SECTION 112. Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity or Maturity of any Note shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Notes) payment
of interest or principal (and premium, if any) need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date, Redemption Date, or at the
Stated Maturity or Maturity; provided that no interest shall accrue for the
period from and after such Interest Payment Date, Redemption Date, Stated
Maturity or Maturity, as the case may be.

                                   ARTICLE TWO

                                   NOTE FORMS

SECTION 201. Forms Generally.

                  The Initial Notes shall be known as the "10-5/8% Series C
Senior Subordinated Notes due 2007" and the Exchange Notes shall be known as the
"10-5/8% Series D Senior Subordinated Notes Due 2007", in each case of the
Company. The Initial Notes and the Exchange Notes shall be treated as a single
class for all purposes under this Indenture. The Notes and the Trustee's
certificates of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

                  The definitive Notes shall be printed, lithographed or
engraved on steel-engraved borders or may be produced in any other manner, all
as determined by the officers of the Company executing such Notes, as evidenced
by their execution of such Notes; provided, however, that if the Notes are
listed on any securities exchange such manner is permitted by the rules of such
securities exchange.



                                      -23-
<PAGE>



                  Initial Notes offered and sold to "QIBs" (Qualified
Institutional Buyers, as defined in Rule 144A under the Securities Act) in
reliance on Rule 144A under the Securities Act ("Rule 144A") may be issued in
the form of one or more permanent global Notes ("Global Notes") substantially in
the form set forth in Section 203 and 204 (each, a "Restricted Global Note")
deposited with the Trustee, as custodian for the Depositary or its nominee (in
such capacity, the "Custodian"), and registered in the name of the Depositary or
its nominee, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate principal amount of the Restricted Global
Note may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

                  Initial Notes offered and sold in offshore transactions in
reliance on Regulation S under the Securities Act ("Regulation S") shall be
issued in the form of a single permanent Global Note substantially in the form
set forth in Sections 203 and 204 (the "Regulation S Global Note") deposited
with the Custodian, and registered in the name of the Depositary or its nominee
for the accounts of the Euroclear System ("Euroclear") and Clearstream Bank, SA
("Clearstream"), duly executed by the Company and authenticated by the Trustee
as hereinafter provided. On or prior to the end of the "40-day restricted
period" within the meaning of Rule 903(c) of Regulation S, beneficial interests
in the Regulation S Global Note may only be held through the Restricted Global
Note. Any resale or transfer of beneficial interests in the Regulation S Global
Note shall be made only pursuant to Rule 144A or Regulation S, after delivery to
the Company by the transferor, if required by the Company, of the opinions,
certification or other information described in Section 312. The aggregate
principal amount at maturity of the Regulation S Global Note may from time to
time be increased or decreased by adjustments made in the records of the
Trustee, as custodian for the Depositary or its nominee, as herein provided.

                  Initial Notes transferred subsequent to the consummation of
the Offering to Institutional Accredited Investors (as defined in Rule
501(a)(1), (2), (3) and (7) under the Securities Act) which are not QIBs
(excluding Non-U.S. Persons, as defined in Rule 902 under the Securities Act)
shall be in the form of permanent certificated Notes in substantially the form
set forth in Sections 203 and 204 (the "Certificated Notes"); provided, however,
that upon transfer of such Certificated Notes to a QIB or in accordance with
Regulation S, such Certificated Notes will, unless the relevant Global Note has
previously been exchanged, be exchanged for an interest in a Global Note
pursuant to the provisions of Section 312.

SECTION 202. Restrictive Legends.

                  Unless and until (i) an Initial Note is sold pursuant to an
effective Shelf Registration Statement or (ii) an Initial Note is exchanged for
an Exchange Note in an Exchange Offer pursuant to an effective Exchange Offer
Registration Statement, in each case pursuant to the Registration Rights
Agreement, (A) each Restricted Global Note and Certificated Note shall bear the
following legend set forth below (the "Private Placement Legend") on the face
thereof and (B) the Regulation S Global Note shall bear the Private Placement
Legend on the face thereof until at least 41 days after the date hereof (the
"40-day restricted period"):

                  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), (B) IT IS NOT A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT (AN "ACCREDITED
INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A)
TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A
QUALIFIED INSTITUTIONAL BUYER IN



                                      -24-
<PAGE>



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

                  Each Global Note, whether or not an Initial Note, shall also
bear the following legend on the face thereof:

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

SECTION 203. Form of Face of Note.

                             FLEMING COMPANIES, INC.

10-5/8% Series C Senior Subordinated Note due 2007                  CUSIP_______
No. __________                                                      $________

                  Fleming Companies, Inc., an Oklahoma 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
____________________ Dollars on July 31, 2007, at the office or agency of the
Company referred to below, and to pay interest thereon from October 15, 2001, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually on January 31 and July 31 of each year,
commencing January 31, 2002, at the rate of 10-5/8% per annum, until the
principal hereof is paid or duly provided for, and (to the extent lawful) to pay
on



                                      -25-
<PAGE>



demand interest on any overdue interest at the rate borne by the Notes from the
date on which such overdue interest becomes payable to the date payment of such
interest has been made or duly provided for. The Company shall pay all
Additional Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement. 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 the January 15 or July 15
(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 shall forthwith cease to be payable to the Holder on such Regular Record
Date, and such Defaulted Interest, and (to the extent lawful) interest on such
Defaulted Interest at the rate borne by the Notes, 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 (and premium, if any, on), interest on,
and Additional Interest on, if any, this Note will be made at the office or
agency of the Company maintained for that purpose in (which initially will be
the office of the Trustee maintained at One M & T Plaza, 7th Floor, Corporate
Trust Department, Buffalo, New York 14203), or at such other office or agency of
the Company as may be maintained for such purpose, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.
Notwithstanding the foregoing, payment of interest in respect of Notes
represented by Global Notes shall be made in accordance with procedures required
by the Depositary.

                  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.

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

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated:                                   FLEMING COMPANIES, INC.


                                         By:
                                            ------------------------------------

Attest:


-------------------------------
          Secretary


SECTION 204. Form of Reverse of Note.

                  This Note is one of a duly authorized issue of securities of
the Company designated as its 10-5/8% Senior Subordinated Notes due 2007 (herein
called the "Notes"), issued under an indenture (herein called the "Indenture")
dated as of October 15, 2001, among the Company, the Subsidiary Guarantors named



                                      -26-
<PAGE>



therein and Manufacturers and Traders Trust Company, trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which 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 Subsidiary Guarantors,
the Trustee and the Holders of the Notes and the Note Guarantees, and of the
terms upon which the Notes and the Note Guarantees are, and are to be,
authenticated and delivered.

                  The Notes are subject to redemption at the option of the
Company, upon not less than 30 nor more than 60 days' notice at any time on or
after July 31, 2002, as a whole or in part, at the election of the Company, at a
Redemption Price equal to the percentage of the principal amount of the Notes
set forth below, plus accrued and unpaid interest and Additional Interest, if
any, thereon, to the applicable Redemption Date, if redeemed during the 12-month
period beginning on July 31 of the years indicated below (subject to the right
of Holders of record on relevant Record Dates to receive interest due on an
Interest Payment Date):

<Table>
<Caption>
                Year                                          Redemption Price
                ----                                          ----------------
<S>                                                           <C>
                2002................................             105.313%
                2003................................             103.542%
                2004................................             101.771%
                2005 and thereafter.................             100.00%
</Table>

                  Upon the occurrence of a Change of Control Triggering Event,
the Holder of this Note may require the Company, subject to certain limitations
provided in the Indenture and to the extent not inconsistent with the Company's
Bylaws as in effect on the date of the Indenture, to repurchase this Note at a
purchase price in cash in an amount equal to 101% of the principal amount
thereof plus accrued and unpaid interest, if any, and Additional Interest, if
any, to the date of purchase.

                  In the case of any redemption of Notes, interest installments
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Notes, or one or more Predecessor Notes, of record at the
close of business on the relevant 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
Redemption Date.

                  In the event of redemption of this Note 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.

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

                  The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of the Company and any Subsidiary Guarantor on
this Note and (b) certain restrictive covenants and the related Defaults and
Events of Default, upon compliance by the Company and the Subsidiary Guarantors
with certain conditions set forth therein, which provisions apply to this Note.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the Subsidiary Guarantors and the rights of the
Holders under the Indenture at any time by the Company, the Subsidiary
Guarantors and the Trustee with the consent of the Holders of 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
Subsidiary Guarantors with certain provisions of the Indenture and certain past
defaults under



                                      -27-
<PAGE>



the Indenture 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 herefor 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,
which is absolute and unconditional, to pay the principal of (and premium, if
any, on) and interest on this Note at the times, place, and rate, and in the
coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registerable on the
Security Register of the Company, upon surrender of this Note for registration
of transfer at the office or agency of the Company, maintained for such purpose,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

                  The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

                  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 the time of due presentment of this Note for
registration of transfer, the Company, the Subsidiary Guarantors, the Trustee
and any agent of the Company, the Subsidiary Guarantors 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 be overdue, and neither the Company, the
Subsidiary Guarantors, the Trustee nor any such agent shall be affected by
notice to the contrary.

                  Interest on this Note shall be computed on the basis of a
360-day year of twelve 30-day months.

                  In addition to the rights provided to Holders of Notes under
the Indenture, Holders shall have all the rights set forth in the Registration
Rights Agreement dated as of October 15, 2001 among the Company, the Subsidiary
Guarantors and the other parties named on the signature pages thereof.

                  All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                               FORM OF ASSIGNMENT


FOR VALUE RECEIVED _____________________________________________hereby sell(s),
assign(s) and transfer(s) unto ________________________________ (please insert
name and social security or other identifying number of assignee) the within
Note and hereby irrevocably constitutes and appoints ___________________ as
agent to transfer the said Note on the books of the Company with the full power
of substitution in the premises.



                                      -28-
<PAGE>



Dated:
      --------------------------------------------------------------------------

SIGNATURE(s)

Signature must be guaranteed by
a bank or trust company
or a member firm of a major stock
exchange
        ------------------------------------------------------------------------

SIGNATURE GUARANTEE

NOTICE: The signature on the assignment must correspond with the name as written
upon the face of the Note in every particular without alteration or enlargement
or any change whatever.

SECTION 205. Form of Trustee's Certificate of Authentication.

The Trustee's certificate of authentication shall be in substantially the
following form:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

This is one of the Notes referred to in the within-mentioned Indenture.

                                           MANUFACTURERS AND TRADERS TRUST
                                              COMPANY, as Trustee


                                           By:
                                              ----------------------------------
                                              Authorized Signatory



                                  ARTICLE THREE

                                    THE NOTES

SECTION 301. Title and Terms.


                  The aggregate principal amount of Initial Notes to be
authenticated and delivered under this Indenture on the date of the Indenture is
limited to $150,000,000, except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 303, 304, 305, 306, 801, 906, 1009, 1016 or 1108. The
Trustee shall authenticate Notes thereafter in unlimited amount for original
issue upon a written order of the Company in the form of an Officers'
Certificate in aggregate principal amount as specified in such order (so long as
permitted by this Indenture, including, without limitation, Section 1010). Each
such written order shall specify the amount of Notes to be authenticated and the
date on which the Notes are to be authenticated.

                  The Initial Notes shall be known and designated as the
"10-5/8% Series C Senior Subordinated Notes due 2007" and the Exchange Notes
shall be known as the "10-5/8% Series D Senior Subordinated Notes due 2007", in
each case, of the Company. Their Stated Maturity shall be July 31, 2007, and
they shall bear interest at the rate of 10-5/8% per annum from the date of
original issuance, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semi-annually on January 31
and July 31 of



                                      -29-
<PAGE>



each year, commencing January 31, 2002 and at ending at Stated Maturity, until
the principal thereof is paid or duly provided for.

                  The principal of (and premium, if any, on), interest and
Additional Interest, if any, on the Notes shall be payable at the office or
agency of the Company maintained for such purpose; provided, however, that, at
the option of the Company, interest may be paid by mailing a check for such
interest, payable to or upon the written order of the Person entitled thereto
pursuant to Section 308, to the address of such Person as it appears in the
Security Register. Notwithstanding the foregoing, payment of the principal of
(and premium, if any, on), interest and Additional Interest, if any, on Notes
represented by Global Notes shall be made in accordance with procedures required
by the Depositary.

                  The Notes shall be redeemable as provided in Article Eleven.

SECTION 302. Denominations.

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

SECTION 303. Execution, Authentication, Delivery and Dating.

                  The Notes shall be executed on behalf of the Company by its
Chairman, any Vice Chairman, its President or a Vice President, under its
corporate seal reproduced thereon and attested by its Secretary or an Assistant
Secretary. The signature of any of these officers on the Notes may be manual or
facsimile signatures of the present or any future such authorized officer and
may be imprinted or otherwise reproduced on the Notes.

                  Notes bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Notes, and the Trustee in accordance with
such Company Order shall authenticate and deliver such Notes.

                  Each Note shall be dated the date of its authentication.

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of a Responsible Officer, and such
certificate upon any Note shall be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture.

                  In case the Company, pursuant to Article Eight, shall be
consolidated or merged with or into any other Person or shall convey, transfer,
lease or otherwise dispose of its properties and assets substantially as an
entirety to any Person, and the successor Person resulting from such
consolidation, or surviving such merger, or into which the Company shall have
been merged, or the Person which shall have received a conveyance, transfer,
lease or other disposition as aforesaid, shall have executed an indenture
supplemental hereto with the Trustee pursuant to Article Eight, any of the Notes
authenticated or delivered prior to such consolidation, merger, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Notes executed in the name of the
successor Person with such changes in



                                      -30-
<PAGE>



phraseology and form as may be appropriate, but otherwise in substance of like
tenor as the Notes surrendered for such exchange and of like principal amount;
and the Trustee, upon Company Request of the successor Person, shall
authenticate and deliver Notes as specified in such request for the purpose of
such exchange. If Notes shall at any time be authenticated and delivered in any
new name of a successor Person pursuant to this Section in exchange or
substitution for or upon registration of transfer of any Notes, such successor
Person, at the option of the Holders but without expense to them, shall provide
for the exchange of all Notes at the time Outstanding for Notes authenticated
and delivered in such new name.

SECTION 304. Temporary Notes.

                  Pending the preparation of definitive Notes, the Company may
execute and upon Company Order the Trustee shall authenticate and deliver,
temporary Notes which are printed, lithographed, typewritten or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as conclusively evidenced by their execution
of such Notes.

                  If temporary Notes are issued, the Company shall cause
definitive Notes to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company designated for such purpose pursuant to Section 1002, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Notes, the Company shall execute and upon Company Order the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Notes of authorized denominations. Until so exchanged, the temporary
Notes shall in all respects be entitled to the same benefits under this
Indenture as definitive Notes.

SECTION 305. Registration, Registration of Transfer and Exchange.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 1002 being herein
sometimes referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Notes and of transfers of Notes. The Security Register shall be
in written form or any other form capable of being converted into written form
within a reasonable time. At all reasonable times, the Security Register shall
be open to inspection by the Trustee. The Trustee is hereby initially appointed
as security registrar (the "Security Registrar") for the purpose of registering
Notes and transfers of Notes as herein provided.

                  Upon surrender for registration of transfer of any Note at the
office or agency of the Company designated pursuant to Section 1002, the Company
shall execute and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Notes of any authorized
denomination or denominations of a like aggregate principal amount.

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

                  All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Company and, pursuant to the Note
Guarantees, the Subsidiary Guarantors, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Notes surrendered upon such
registration of transfer or exchange.



                                      -31-
<PAGE>



                  Every Note presented or surrendered for registration of
transfer or for exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer, in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

                  No service charge shall be made for any registration of
transfer or exchange or redemption of Notes, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 303, 304, 801, 906, 1009 or 1108 not
involving any transfer.

                  The Company shall not be required (i) to issue, register the
transfer of or exchange any Note during a period beginning at the opening of
business 15 days before the selection of Notes to be redeemed under Section 1104
and ending at the close of business on the day of such mailing of the relevant
notice of redemption, or (ii) to register the transfer of or exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Notes.

                  If (i) any mutilated Note is surrendered to the Trustee, or
(ii) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Note, and there is delivered to the Company
and the Trustee such security or indemnity as may be required by them to save
each of them harmless, then, in the absence of actual notice to the Company or
the Trustee that such Note has been acquired by a bona fide purchaser, the
Company shall execute and the Trustee shall authenticate and deliver, in
exchange for any such mutilated Note or in lieu of any such destroyed, lost or
stolen Note, a new Note of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

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

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

                  Every new Note issued pursuant to this Section in lieu of any
destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Company and, pursuant to the Note Guarantees, the
Subsidiary Guarantors, whether or not the destroyed, lost or stolen Note shall
be at any time enforceable by anyone, and shall be entitled to all benefits of
this Indenture equally and proportionately with any and all other Notes duly
issued hereunder.

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

SECTION 307. Payment of Interest; Interest Rights Preserved.

                  Interest on any Note which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest at the office or
agency of the Company maintained for such purpose pursuant to Section 1002;
provided, however, that each installment of interest may at the Company's option
be paid by mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 308, to the address of
such Person as it appears in the Security Register. Notwithstanding the
foregoing, payment of (and premium, if any, on), interest and Additional



                                      -32-
<PAGE>
Interest, if any, on Notes represented by Global Notes shall be made in
accordance with procedures required by the Depositary.

                  Any interest on any Note which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the Holder on the Regular Record Date by virtue
of having been such Holder, and such defaulted interest and (to the extent
lawful) interest on such defaulted interest at the rate borne by the Notes (such
defaulted interest and interest thereon herein collectively called "Defaulted
Interest") may be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Notes (or their respective
         Predecessor Notes) are registered at the close of business on a Special
         Record Date for the payment of such Defaulted Interest, which shall be
         fixed in the following manner. The Company shall notify the Trustee in
         writing of the amount of Defaulted Interest proposed to be paid on each
         Note and the date of the proposed payment, and at the same time the
         Company shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money when
         deposited to be held in trust for the benefit of the Persons entitled
         to such Defaulted Interest as in this clause provided. Thereupon the
         Trustee shall fix a Special Record Date for the payment of such
         Defaulted Interest which shall be not more than 15 days and not less
         than 10 days prior to the date of the proposed payment and not less
         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date, and in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the Special Record Date therefor to be given in the manner provided
         for in Section 106, not less than 10 days prior to such Special Record
         Date. Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been so given, such Defaulted
         Interest shall be paid to the Persons in whose names the Notes (or
         their respective Predecessor Notes) are registered at the close of
         business on such Special Record Date.

                  (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Notes may be listed, and upon such
         notice as may be required by such exchange, if, after notice given by
         the Company to the Trustee of the proposed payment pursuant to this
         clause, such manner of payment shall be deemed practicable by the
         Trustee.

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

SECTION 308. Persons Deemed Owners.

                  Prior to the due presentment of a Note for registration of
transfer, the Company, the Subsidiary Guarantors, the Trustee and any agent of
the Company, the Subsidiary Guarantors or the Trustee may treat the Person in
whose name such Note is registered as the owner of such Note for the purpose of
receiving payment of principal of (and premium, if any, on) and (subject to
Sections 305 and 307) interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Company, any
Subsidiary Guarantor, the Trustee or any agent of the Company, any Subsidiary
Guarantor or the Trustee shall be affected by notice to the contrary.


                                      -33-
<PAGE>

SECTION 309. Cancellation.

                  All Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold, and all Notes so delivered
shall be promptly cancelled by the Trustee. If the Company shall so acquire any
of the Notes, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Notes unless and until the
same are surrendered to the Trustee for cancellation. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Trustee shall be disposed of by the Trustee in accordance with
its customary procedures and certification of their disposal delivered to the
Company unless by Company Order the Company shall direct that cancelled Notes be
returned to it.

SECTION 310. Computation of Interest.

                  Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months.

SECTION 311. Book-Entry Provisions for Global Notes.

                  (a) The Company shall execute and the Trustee shall, in
accordance with this Section 311, authenticate and deliver initially one or more
Global Notes that (a) shall be registered in the name of the Depositary for such
Global Note or Global Notes or the nominee of such Depositary, (b) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions or held by the Custodian and (c) bear legends as set forth in
Section 202.

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

                  (b) Interests of beneficial owners in a Global Note may be
transferred in accordance with the applicable rules and procedures of the
Depositary and the provisions of Section 312. Transfers of a Global Note shall
be limited to transfers of such Global Note in whole, but not in part, to the
Depositary, its successors or their respective nominees except that Certificated
Notes shall be transferred to all beneficial owners in exchange for their
beneficial interests in the Global Note in the following circumstances: (x) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for the applicable Global Note or the Depositary ceases to be a
"Clearing Agency" registered under the Exchange Act and a successor depositary
is not appointed by the Company within 90 days or (y) the Company, at its sole
discretion, notifies the Trustee in writing that it elects to cause the issuance
of Certificated Notes under this Indenture in exchange for all or any part of
the Notes represented by a Global Note or Global Notes. In connection with a
transfer of an entire Global Note to beneficial owners pursuant to this
paragraph, the applicable Global Note shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in the


                                      -34-
<PAGE>
applicable Global Note, an equal aggregate principal amount at maturity of
Certificated Notes of authorized denominations.

                  (c) Any beneficial interest in a Global Note that is
transferred to a person who takes delivery in the form of an interest in another
Global Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in the other Global Note and, accordingly, will thereafter be
subject to all transfer restrictions, if any, and other procedures applicable to
beneficial interests in such other Global Note for as long as it remains such an
interest.

                  (d) Any Certificated Note delivered in exchange for an
interest in the Restricted Global or Regulation S Global Note pursuant to
paragraph (b) of this Section shall bear the Private Placement Legend if
required by Section 202.

SECTION 312. Transfer and Exchange.

                  (a) Transfer and Exchange of Certificated Notes. If
Certificated Notes are presented by a Holder to the Registrar with a request:

                  (x) to register the transfer of the Certificated Notes; or

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

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

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

                  (ii) are being delivered to the Registrar by a Holder for
         registration in the name of such Holder, without transfer or are being
         transferred or exchanged pursuant to an effective registration
         statement under the Securities Act, pursuant to Section 312(b) or
         pursuant to clause (A) or (B) below, and are accompanied by the
         following additional information and documents, as applicable:

                           (A) if such Certificated Notes are being transferred
                  to the Company, a certification to that effect from such
                  Holder (in substantially the form of Exhibit A hereto); or

                           (B) if such Certificated Notes are being transferred
                  (x) pursuant to an exemption from registration in accordance
                  with Rule 144, (y) in reliance on another exemption from the
                  registration requirements of the Securities Act, or (z) to an
                  Institutional Accredited Investor that is acquiring the Note
                  for its own account or for the account of one or more other
                  Institutional Accredited Investors, in each case for
                  investment purposes and not with a view to, or for offer or
                  sale in connection with, any distribution in violation of the
                  Securities Act: (i) a certification to that effect (in
                  substantially the form of Exhibit A hereto) and such other
                  certifications as the Trustee may reasonably request, (ii) if
                  applicable, a letter with respect to the transfer (in
                  substantially the form of Exhibit C hereto) and (iii) in each
                  case, an Opinion of Counsel if requested by the Company or the
                  Trustee, Registrar or Transfer Agent as to the compliance with
                  the restrictions set forth in the Private Placement Legend.


                                      -35-
<PAGE>

                  (b) Restrictions on Transfer of a Certificated Note for a
Beneficial Interest in a Global Note. A Certificated Note may not be exchanged
for a beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Certificated
Note, duly endorsed or accompanied by appropriate instruments of transfer, in
form satisfactory to the Trustee, together with:

                  (i) certification from the Holder thereof (in substantially
         the form of Exhibit A hereto) that such Certificated Note is being
         transferred to (A) a QIB in accordance with Rule 144A or (B) outside
         the United States in an offshore transaction within the meaning of
         Regulation S and in compliance with Rule 904 under the Securities Act
         and, in the case of clause A, certification from the purchaser thereof
         in substantially the form of Exhibit A hereto; and

                 (ii) written instructions from the Holder thereof directing the
         Trustee to make, or to direct the Custodian to make, an adjustment on
         its books and records with respect to the Regulation S Global Note or
         the Restricted Global Note, as the case may be, to reflect an increase
         in the aggregate principal amount of the Notes represented by such
         Global Note, such instructions to contain information regarding the
         Depositary account (or in the case of the Regulation S Global Note
         only, the Euroclear or Clearstream account) to be credited with such
         increase; then the Trustee shall cancel such Certificated Note and
         cause, or direct the Custodian to cause, in accordance with the
         standing instructions and procedures existing between the Depositary
         and the Custodian (including the rules of Euroclear and Clearstream, if
         applicable), the aggregate principal amount of Notes represented by the
         Regulation S Global Note or the Restricted Global Note, as the case may
         be, to be increased by the aggregate principal amount of the
         Certificated Note to be exchanged and shall credit or cause to be
         credited to the account of the Person specified in such instructions a
         beneficial interest in such Global Note equal to the principal amount
         of the Certificated Note so cancelled. If no applicable Global Notes
         are then outstanding, the Company shall issue and the Trustee shall
         authenticate, upon written order of the Company in the form of an
         Officers' Certificate, a new Regulation S Global Note or Restricted
         Global Note, as the case may be, in the appropriate principal amount.

                  (c) Transfer and Exchange of Global Notes. (i) The transfer
and exchange of Global Notes or beneficial interests in Global Notes will be
effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures
of the Depositary therefor, including the rules and procedures of Euroclear and
Clearstream, if applicable. A transferor of a beneficial interest in a Global
Note to another Global Note shall deliver to the Registrar:

                  (A) if applicable, instructions given in accordance with the
         Depositary's procedures directing the Trustee to credit or cause to be
         credited a beneficial interest in the applicable Global Note in an
         amount equal to the beneficial interest in the Global Note to be
         exchanged; and

                  (B) a written order given in accordance with the Depositary's
         procedures containing information regarding the Euroclear, Clearstream
         or other participant account of the Depositary to be credited with such
         increase.

                  The Registrar shall, in accordance with such instructions,
instruct the Depositary to increase and reduce, as applicable, the principal
amount of each applicable Global Note to the extent required and to credit to
the account of the Person specified in such instructions a beneficial interest
in the applicable Global Note and to debit the account of the Person making the
transfer the beneficial interest in the Global Note being transferred.

                 (ii) Notwithstanding any other provisions of this Indenture,
prior to the expiration of the "40-day restricted period", transfers of
interests in the Regulation S Global Note to "U.S. persons" (as defined in
Regulation S) shall be limited to transfers to QIBs pursuant to Rule 144A which
Persons shall thereby acquire a


                                      -36-
<PAGE>
beneficial interest in the Restricted Global Note and in connection therewith
the transferors shall provide a certification (in substantially the form of
Exhibit A hereto) confirming the character of the transferee in connection with
any transfers prior to the expiration of such period. The Company shall advise
the Trustee as to the expiration of the "40-day restricted period" and the
Trustee may rely conclusively thereon.

                (iii) in the event that a Global Note is exchanged for Notes in
definitive registered form pursuant to Section 311 prior to the consummation of
an Exchange Offer or the effectiveness of a Shelf Registration Statement with
respect to such Notes, such Notes may be exchanged only in accordance with
procedures as are substantially consistent with the provisions of this Section
312 (including the certification requirements set forth on Exhibit A intended to
ensure that such transfers comply with Rule 144A or Regulation S, as the case
may be) and such other procedures as may from time to time be adopted by the
Company.

                  (d) Transfer of a Beneficial Interest in a Global Note for a
Certificated Note. (i) Subject to Section 312(c)(iii), any person having a
beneficial interest in a Global Note may transfer such beneficial interest to an
Institutional Accredited Investor that is acquiring the Note for its own account
or for the account of one or more other Institutional Accredited Investors, in
each case for investment purposes and not with a view to, or for offer or sale
in connection with, any distribution in violation of the Securities Act;
provided, however, that any written order or such other form of instructions as
is customary for the Depositary, from the Depositary or its nominee on behalf of
any Person having a beneficial interest in such Global Note shall be accompanied
by (i) a certification from the transferee or transferor with respect to the
transfer (in substantially the form of Exhibit A) and such other certifications
as the Trustee may reasonably request, (ii) if applicable, a letter with respect
to the transfer (in substantially the form of Exhibit C hereto) and (iii) an
Opinion of Counsel if requested by the Company or the Trustee, Registrar or
Transfer Agent as to the compliance with the Private Placement Legend.

                  Upon receipt by the Trustee of such information and documents,
the Trustee or the Custodian, at the direction of the Trustee, shall cause, in
accordance with the standing instructions and procedures existing between the
Depositary and the Custodian, including the rules and procedures of Euroclear or
Clearstream, if applicable, the aggregate principal amount of the Global Note to
be reduced on its books and records and, following such reduction, the Company
shall execute and the Trustee shall authenticate and deliver to the transferee a
Certificated Note.

                 (ii) Certificated Notes issued in exchange for a beneficial
interest in a Global Note pursuant to this Section 312(d) shall be registered in
such names and in such authorized denominations as Euroclear or Clearstream, if
applicable, and the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Certificated Notes to the persons in whose names such Notes
are so registered in accordance with the instructions of the Depositary.

                  (e) Certain Transfers in Connection With and After the
Exchange Offer. Notwithstanding any other provision of this Indenture, no
Exchange Note may be exchanged by the Holder thereof for an Initial Note.

SECTION 313. CUSIP Numbers.

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


                                      -37-
<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

                  This Indenture shall upon Company Request cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Notes issued under this Indenture) and the Trustee, at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when

                  (1)      either

                           (A) all Notes theretofore authenticated and delivered
                  (except (i) lost, stolen or destroyed Notes which have been
                  replaced or paid as provided in Section 306 and (ii) Notes for
                  whose payment funds have theretofore been deposited in trust
                  by the Company with the Trustee or any Paying Agent or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 1003) have been delivered to the Trustee
                  for cancellation; or

                           (B) all such Notes not theretofore delivered to the
                  Trustee for cancellation (i) have become due and payable, or
                  (ii) will become due and payable at their Stated Maturity
                  within one year, and either the Company or any Subsidiary
                  Guarantor has irrevocably deposited or caused to be deposited
                  with the Trustee funds in an amount sufficient to pay and
                  discharge the entire indebtedness on such Notes not
                  theretofore delivered to the Trustee for cancellation, for
                  principal of, premium and Additional Interest, if any, and
                  interest to the date of such deposit;

                  (2) the Company or any Subsidiary Guarantor has paid all other
         sums payable hereunder by the Company and any Subsidiary Guarantors;
         and

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 606 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 402 and
the last paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be held
in trust and applied by it, in accordance with the provisions of the Notes and
this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium and
Additional Interest, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.


                                      -38-
<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default.

                  "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall 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):

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

                  (2) default in the payment of the principal of (or premium, if
         any, on) any Notes at its Maturity; or

                  (3) (A) default in the performance, or breach, of any covenant
         or agreement of the Company or any Subsidiary Guarantor under this
         Indenture (other than a default in the performance, or breach, of a
         covenant or agreement which is specifically dealt with in the
         immediately preceding clauses (1) and (2) or clauses (B) and (C) of
         this clause (3), and such default or breach shall continue for a period
         of 60 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 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; (B)
         default in the performance or breach of the provisions in Article Eight
         or Section 1016; or (C) the Company shall have failed to comply with
         the provisions of Section 1009 for any reason, including the
         inconsistency of such covenant with the Company's Bylaws as in effect
         on the date of this Indenture; or

                  (4) (A) there shall have occurred any default in the payment
         of principal of any Indebtedness under any agreements, indentures or
         instruments under which the Company or any Restricted Subsidiary of the
         Company then has outstanding Indebtedness in excess of $50 million when
         the same shall become due and payable in full and such default shall
         have continued after any applicable grace period and shall not have
         been cured or waived or (B) an event of default as defined in any of
         the agreements, indentures or instruments described in clause (A) of
         this clause (4) shall have occurred and the Indebtedness thereunder, if
         not already matured at its final maturity in accordance with its terms,
         shall have been accelerated or otherwise declared due and payable, or
         required to be prepaid or repurchased (other than by regularly
         scheduled required prepayment), prior to the stated maturity thereof;
         or

                  (5) any Person entitled to take the actions described in this
         clause (5), after the occurrence of any event of default on
         Indebtedness in excess of $50 million in the aggregate of the Company
         or any Restricted Subsidiary, shall notify the Trustee of the intended
         sale or disposition of any assets of the Company or any Restricted
         Subsidiary that have been pledged to or for the benefit of such Person
         to secure such Indebtedness or shall commence proceedings, or take any
         action (including by way of set-off) to retain in satisfaction of any
         Indebtedness, or to collect on, seize, dispose of or apply, any such
         assets of the Company or any Restricted Subsidiary (including funds on
         deposit or held pursuant to lock-box and other similar arrangements),
         pursuant to the terms of any agreement or instrument evidencing any
         such Indebtedness or in accordance with applicable law; or

                  (6) any Note Guarantee of any Significant Subsidiary
         individually or any other Subsidiaries if such Restricted Subsidiaries
         in the aggregate represent at least 15% of the assets of the Company


                                      -39-
<PAGE>

         and its Restricted Subsidiaries on a Consolidated basis with respect to
         such Notes shall for any reason cease to be, or be asserted in writing
         by the Company, any Subsidiary Guarantor or any other Restricted
         Subsidiary of the Company, as applicable, not to be, in full force and
         effect, enforceable in accordance with its terms, except pursuant to
         the release of any such Note Guarantee in accordance with this
         Indenture; or

                  (7) one or more judgments, orders or decrees for the payment
         of money in excess of $50 million (net of amounts covered by insurance,
         bond or similar instrument), either individually or in an aggregate
         amount, entered against the Company or any Restricted Subsidiary or any
         of their respective properties which is not 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 pending appeal or otherwise, shall not be in
         effect; or

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

                  (9) (A) the commencement by the Company or any Significant
         Subsidiary of a voluntary case or proceeding under any applicable
         Bankruptcy Law or any other case or proceeding to be adjudicated
         bankrupt or insolvent, (B) the Company or any Significant Subsidiary
         consents to the entry of a decree or order for relief in respect of the
         Company or such Significant Subsidiary in an involuntary case or
         proceeding under any applicable Bankruptcy Law or to the commencement
         of any bankruptcy or insolvency case or proceeding against it, (C) the
         Company or any Significant Subsidiary files a petition or answer or
         consent seeking reorganization or relief under any applicable federal
         or state law, (D) the Company or any Significant Subsidiary (x)
         consents to the filing of such petition or the appointment of, or
         taking possession by, a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or similar official of the Company or such
         Significant Subsidiary or of any substantial part of its property, (y)
         makes an assignment for the benefit of creditors or (z) admits in
         writing its inability to pay its debts generally as they become due or
         (E) the Company or any Significant Subsidiary takes any corporate
         action in furtherance of any such actions in this clause (9).

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default (other than an Event of Default
specified in Section 501(8) or 501(9)) shall occur and be continuing, then and
in every such case the Trustee, by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Notes Outstanding by a notice in
writing to the Company and to the Trustee may declare all amounts payable in
respect of such Notes to be due and payable immediately, and upon any such
declaration such amounts shall become immediately due and payable. If an Event
of Default specified in Section 501(8) or 501(9) occurs and is continuing, then
all amounts payable in respect of such Notes shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.

                  At any time after a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the


                                      -40-
<PAGE>
Holders of a majority in aggregate principal amount of the Notes Outstanding, by
written notice to the Company and the Trustee, may rescind or annul such
declaration if

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

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

                           (B) all overdue interest on all Outstanding Notes,
                  and

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

                  (2) all Events of Default, other than the non-payment of
         principal of such Notes which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 513.

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

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

                  The Company covenants that if

                  (a) default is made in the payment of any installment of
         interest on any Note when such interest becomes due and payable and
         such default continues for a period of 30 days, or

                  (b) default is made in the payment of the principal of (or
         premium, if any, on) any Note at the Maturity thereof,

the Company shall, upon demand of the Trustee, pay to the Trustee for the
benefit of the Holders of such Notes, the whole amount then due and payable on
such Notes for principal (and premium, if any) and interest, and interest on any
overdue principal (and premium, if any) and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installment of interest,
at the rate borne by the Notes, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Notes and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon the Notes,
wherever situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.


                                      -41-
<PAGE>

SECTION 504. Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, premium, if any, or interest) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Notes and to file such 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
         of the Holders allowed in such judicial proceeding, and

                 (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;
         and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator or similar official 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 the Trustee any amount due 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 606.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.

SECTION 505. Trustee May Enforce Claims Without Possession of Notes.

                  All rights of action and claims under this Indenture or the
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name and as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.

SECTION 506. Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any) or interest, upon presentation of the Notes and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 606;

                  SECOND: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any, on,) and interest on the Notes in
         respect of which or for the benefit of which such money has been
         collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Notes for principal
         (and premium, if any) and interest, respectively; and


                                      -42-
<PAGE>
                  THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

SECTION 507. Limitation on Suits.

                  No Holder of any Notes shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless

                  (1) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default;

                  (2) the Holders of not less than 25% in principal amount of
         the Outstanding Notes shall have made written request to the Trustee to
         institute proceedings in respect of such Event of Default in its own
         name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         indemnity reasonably satisfactory to the Trustee against the costs,
         expenses and liabilities to be incurred in compliance with such
         request;

                  (4) the Trustee, for 60 days after its receipt of such notice,
         request and offer of reasonably satisfactory indemnity, has failed to
         institute any such proceeding; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority or more in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
             Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Note shall have the right, which is absolute and unconditional, to
receive payment, as provided herein (including, if applicable, Article Thirteen)
and in such Note, of the principal of (and premium, if any, on) and (subject to
Section 307) interest on, such Note on the respective Stated Maturities
expressed in such Note (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and such rights
shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Subsidiary Guarantors, the
Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been instituted.


                                      -43-
<PAGE>

SECTION 510. Rights and Remedies Cumulative.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and, subject to the provisions of Section 507, every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Note to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article
or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as
the case may be.

SECTION 512. Control by Holders.

                  The Holders of not less than a majority in principal amount of
the Outstanding Notes shall 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, provided that

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture,

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction, and

                  (3) the Trustee need not take any action which might involve
         it in personal liability or be unjustly prejudicial to the Holders not
         consenting.

SECTION 513. Waiver of Past Defaults.

                  The Holders of not less than a majority in principal amount of
the Outstanding Notes may on behalf of the Holders of all the Notes waive any
past default hereunder and its consequences, except a default

                  (1) in respect of the payment of the principal of (or premium,
         if any, on) or interest on any Note, or

                  (2) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Note affected.

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

SECTION 514. Waiver of Stay or Extension Laws.

                  Each of the Company and the Subsidiary Guarantors covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead, or in any manner whatsoever claim or take the


                                      -44-
<PAGE>
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and each of the Company and the Subsidiary Guarantors (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it shall not hinder, delay or
impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law had
been enacted.

SECTION 515. Notice of Defaults.

                  Within ten days after the occurrence of any Default hereunder,
the Company shall transmit in the manner and to the extent provided in TIA
Section 313(c), notice to the Trustee of such Default hereunder known to the
Company or any Subsidiary Guarantor, unless such Default shall have been cured
or waived.

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Notice of Defaults.

                  Within 90 days after the occurrence of any Default hereunder,
the Trustee shall transmit in the manner and to the extent provided in TIA
Section 313(c), notice of such Default hereunder known to the Trustee, unless
such Default shall have been cured or waived; provided, however, that, except in
the case of a Default in the payment of the principal of (or premium, if any,
on) or interest on any Note, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders; and provided further that in the case of any Default of the character
specified in Section 501(3) no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

SECTION 602. Certain Rights of Trustee.

                  Subject to the provisions of TIA Sections 315(a) through
         315(d):

                  (1) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

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

                  (4) the Trustee may consult with counsel and the written
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon;

                  (5) 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


                                      -45-
<PAGE>

         such Holders shall have offered to the Trustee security or indemnity
         reasonably satisfactory to the Trustee against the costs, expenses and
         liabilities which might be incurred by it in compliance with such
         request or direction;

                  (6) 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 shall be entitled at all
         reasonable times to examine the books, records and premises of the
         Company and the Subsidiary Guarantors, personally or by agent or
         attorney;

                  (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder; and

                  (8) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture.

                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

SECTION 603. Trustee Not Responsible for Recitals or Issuance of Notes.

                  The recitals contained herein and in the Notes, except for the
Trustee's certificates of authentication, shall be taken as the statements of
the Company or the Subsidiary Guarantors, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Notes, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Notes and perform its obligations hereunder and that
the statements made by it in any Statement of Eligibility of Form T-1 supplied
to the Company are true and accurate, subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by the
Company of Notes or the proceeds thereof.

SECTION 604. May Hold Notes.

                  The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company or of the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Notes and, subject to TIA Sections
310(b) and 311, may otherwise deal with the Company and any Subsidiary Guarantor
with the same rights it would have if it were not Trustee, Paying Agent,
Security Registrar or such other agent.

SECTION 605. Money Held in Trust.

                  Cash in United States dollars or U.S. Government Obligations
held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall be under no liability
for interest on any such cash or U.S. Government Obligations received by it
hereunder except as otherwise agreed in writing with the Company or any
Subsidiary Guarantor.


                                      -46-
<PAGE>
SECTION 606. Compensation and Reimbursement.

                  The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance, administration or enforcement of this trust, including the
         costs and expenses of defending itself against any claim or liability
         in connection with the exercise or performance of any of its powers or
         duties hereunder.

The obligations of the Company under this Section to compensate the Trustee, to
pay or reimburse the Trustee for expenses, disbursements and advances and to
indemnify and hold harmless the Trustee shall constitute indebtedness and shall
survive the satisfaction and discharge of this Indenture. As security for the
performance of such obligations of the Company, the Trustee shall have a claim
prior to the Notes upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the payment of principal of (and
premium, if any, on) or interest on particular Notes.

SECTION 607. Corporate Trustee Required; Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined
capital and surplus of at least $50 million. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 608. Resignation and Removal; Appointment of Successor.

                  (a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 609.

                  (b) The Trustee may resign at any time by giving written
notice thereof to the Company addressed to the Company and the Subsidiary
Guarantors. If the instrument of acceptance by a successor Trustee required by
Section 609 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


                                      -47-
<PAGE>

                  (c) The Trustee may be removed at any time by Act of the
Holders of not less than a majority in principal amount of the Outstanding
Notes, delivered to the Trustee and to the Company addressed to the Company and
the Subsidiary Guarantors.

                  (d) If at any time:

                  (1) the Trustee shall fail to comply with the provisions of
         TIA Section 310(b) after written request therefor by the Company, any
         Subsidiary Guarantor or by any Holder who has been a bona fide Holder
         of a Note for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 607
         and shall fail to resign after written request therefor by the Company,
         any Subsidiary Guarantor or by any Holder who has been a bona fide
         Holder of a Note for at least six months, or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or any public officer shall take charge or
         control of the Trustee or of its property or affairs for the purpose of
         rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the
Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Notes delivered to the Company, the Subsidiary Guarantors and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee and supersede the
successor Trustee appointed by the Company. If no successor Trustee shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner hereinafter provided, any Holder who has been a bona fide Holder of a
Note for at least six months may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to the
Holders of Notes in the manner provided for in Section 106. Each notice shall
include the name of the successor Trustee and the address of its Corporate Trust
Office.

SECTION 609. Acceptance of Appointment by Successor.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such


                                      -48-
<PAGE>
rights, powers and trusts. No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.

SECTION 610. Merger, Conversion, Consolidation or Succession to Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Notes shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Notes so authenticated with the same effect
as if such successor Trustee had itself authenticated such Notes; and in case at
that time any of the Notes shall not have been authenticated, any successor
Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

                                  ARTICLE SEVEN

                 HOLDERS' LISTS AND REPORTS BY TRUSTEE, COMPANY
                            AND SUBSIDIARY GUARANTORS

SECTION 701. Disclosure of Names and Addresses of Holders.

                  Every Holder of Notes, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under TIA Section
312(b).

SECTION 702. Reports by Trustee.

                  Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Notes, the Trustee shall transmit to
the Holders, in the manner and to the extent provided in TIA Section 313(c), a
brief report dated as of such May 15 if required by TIA Section 313(a).

SECTION 703. Reports by Company and Subsidiary Guarantors.

                  The Company and each of the Subsidiary Guarantors shall:

                  (1) file with the Trustee, within 15 days after the Company or
         such Subsidiary Guarantor is required to file the same with the
         Commission, copies of the annual reports and of the information,
         documents and other reports (or copies of such portions of any of the
         foregoing as the Commission may from time to time by rules and
         regulations prescribe) which the Company or such Subsidiary Guarantor
         may be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Exchange Act; or, if the Company or any of the
         Subsidiary Guarantors is not required to file information, documents or
         reports pursuant to either of said Sections, then they shall file with
         the Trustee and the Commission, in accordance with rules and
         regulations prescribed from time to time by the Commission,


                                      -49-
<PAGE>
         such of the supplementary and periodic information, documents and
         reports which may be required pursuant to Section 13 of the Exchange
         Act in respect of a security listed and registered on a national
         securities exchange as may be prescribed from time to time in such
         rules and regulations;

                  (2) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

                  (3) transmit by mail to all Holders, in the manner and to the
         extent provided in TIA Section 313(c), within 30 days after the filing
         thereof with the Trustee, such summaries of any information, documents
         and reports required to be filed by the Company pursuant to paragraphs
         (1) and (2) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission; provided, however, that
         any Subsidiary Guarantor shall be relieved of its obligations under
         clauses (1) and (2) of this Section to the extent that it is relieved
         of its obligations under Section 13 or Section 15(d) of the Exchange
         Act by the Commission.

                                  ARTICLE EIGHT

                      CONSOLIDATION, MERGER, SALE OF ASSETS

SECTION 801. Company May Consolidate, etc., Only on Certain Terms.

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

                  (1)      either

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

                           (B) the Person (if other than the Company) formed by
                  such consolidation or into which the Company is merged or the
                  Person which acquires by sale, assignment, conveyance,
                  transfer, lease or disposition, the properties and assets of
                  the Company substantially as an entirety (the "Surviving
                  Entity")

                                    (i) 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

                                   (ii) shall, in any case, expressly assume, by
                           a supplemental indenture, executed and delivered to
                           the Trustee, in form satisfactory to the Trustee, all
                           of the obligations of the Company under the Notes and
                           this Indenture, and this Indenture shall remain in
                           full force and effect;

         (2) immediately before and immediately after giving effect to such
         transaction on a pro forma basis (and treating any Indebtedness not
         previously an obligation of the Company or any of its Restricted
         Subsidiaries which becomes an obligation of the Company or any of its
         Restricted Subsidiaries


                                      -50-
<PAGE>
         in connection with or as a result of such transaction as having been
         incurred at the time of such transaction), no Default or Event of
         Default shall have occurred and be continuing;

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

                  (4) immediately after giving effect to such transaction on a
         pro forma basis (on the assumption that the transaction occurred on the
         first day of the four-quarter period immediately prior to the
         consummation of such transaction with the appropriate adjustments with
         respect to the transaction being included in such pro forma
         calculation), the Company (or the Surviving Entity if the Company is
         not the continuing obligor under this Indenture) could incur $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) under the
         provisions of Section 1010;

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

                  (6) if any property or assets of the Company or any of its
         Restricted Subsidiaries would thereupon become subject to any Lien, the
         provisions of Section 1014 are complied with; and

                  (7) the Company shall have delivered, or caused to be
         delivered, to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each to the effect that such consolidation, merger, sale,
         assignment, conveyance, transfer, lease or other transaction and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture, comply with this Article and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with.

SECTION 802. Successor Substituted.

                  Upon any consolidation, merger, sale, assignment, conveyance,
transfer, lease or other transaction described in, and complying with the
provisions of, Section 801 in which the Company is not the continuing
corporation, the successor Person formed or remaining shall succeed to, and be
substituted for, and may exercise every right and power of, the Company, as the
case may be, and the Company shall be discharged from all obligations and
covenants under this Indenture and the Notes, provided that, in the case of a
transfer by lease, the predecessor shall not be released from its obligations
with respect to the payment of principal (premium, if any) and interest on the
Notes.

SECTION 803. Notes to Be Secured in Certain Events.

                  If, upon any such consolidation of the Company with or merger
of the Company into any other corporation, or upon any conveyance, lease or
transfer of the property of the Company substantially as an entirety to any
other Person, any property or assets of the Company would thereupon become
subject to any Lien, then unless such Lien could be created pursuant to Section
1014 without equally and ratably securing the Notes, the Company, prior to or
simultaneously with such consolidation, merger, conveyance, lease or transfer,
will as to such property or assets, secure the Notes Outstanding (together with,
if the Company shall so determine any other Indebtedness of the Company now
existing or hereinafter created which is not subordinate in right of payment to
the Notes) equally and ratably with (or prior to) the Indebtedness which upon
such consolidation,


                                      -51-
<PAGE>

merger, conveyance, lease or transfer is to become secured as to such property
or assets by such Lien, or will cause such Notes to be so secured.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

                  Without the consent of any Holders, the Company, the
Subsidiary Guarantors, 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, in form satisfactory to the Trustee, for any of the
following purposes:

                  (1) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company contained herein and in the Notes; or

                  (2) to add to the covenants of the Company for the benefit of
         the Holders or to surrender any right or power herein conferred upon
         the Company; or

                  (3) to add any additional Events of Default; or

                  (4) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee pursuant to the requirements of
         Section 609; or

                  (5) to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture; provided that such action shall
         not adversely affect the interests of the Holders in any material
         respect;

                  (6) to add new Subsidiary Guarantors pursuant to Section 1018;

                  (7) to secure the Notes pursuant to the requirements of
         Section 803 or otherwise; or

                  (8) to comply with any requirements of the Commission in order
         to effect and maintain the qualification of this Indenture under the
         Trust Indenture Act.

SECTION 902. Supplemental Indentures With Consent of Holders.

                  With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Notes, by Act of said Holders delivered to
the Company, the Subsidiary Guarantors and the Trustee, the Company, when
authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee may
enter into an indenture or indentures supplemental hereto 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; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:

                  (1) 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 or purchase thereof, or change the coin or currency in which
         any Note or any premium or the interest thereon is payable, or impair
         the right to institute suit for the enforcement of


                                      -52-
<PAGE>
         any such payment after the Stated Maturity thereof (or, in the case of
         redemption, on or after the Redemption Date), or

                  (2) amend, change or modify the obligation of the Company to
         make and consummate a Change of Control Purchase Offer in the event of
         a Change of Control Triggering Event or modify any of the provisions or
         definitions with respect thereto, or

                  (3) 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

                  (4) modify any of the provisions of this Section or Sections
         513 and 1022, 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 Outstanding Note affected
         thereby, or

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

                  (6) amend or modify any of the provisions of this Indenture in
         any manner which subordinates the Notes issued thereunder in right of
         payment to other Indebtedness of the Company or which subordinates any
         Note Guarantee in right of payment to other Indebtedness of the
         Subsidiary Guarantor issuing such Note Guarantee.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

                  (a) In executing, or accepting the additional trusts created
by, any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  (b) Each Subsidiary Guarantor hereby appoints the Company as
its attorney-in-fact to execute, on its behalf, any indenture supplemental
hereto to be entered into solely for the purpose specified in Section 901(6).

SECTION 904. Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.


                                      -53-
<PAGE>

SECTION 905. Conformity with Trust Indenture Act.

                  Every supplemental indenture executed pursuant to the Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906. Reference in Notes to Supplemental Indentures.

                  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company and the Subsidiary
Guarantors shall so determine, new Notes so modified as to conform, in the
opinion of the Trustee and the Company and the Subsidiary Guarantors, to any
such supplemental indenture may be prepared and executed by the Company and the
Subsidiary Guarantors and authenticated and delivered by the Trustee in exchange
for Outstanding Notes.

SECTION 907. Notice of Supplemental Indentures.

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of Sections 901 and 902,
the Company shall give notice thereof to the Holders of each Outstanding Note
affected, in the manner provided for in Section 106, setting forth in general
terms the substance of such supplemental indenture; provided, however, that the
Company shall not be required to give notice of any indenture supplemental
hereto entered into solely for the purpose specified in Section 901(5), (6) or
(8), notice with respect to which shall be given by the Company when it is next
required to give notice pursuant to this Section.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium, If Any, and Interest.

                  The Company covenants and agrees for the benefit of the
Holders that it shall duly and punctually pay the principal of (and premium, if
any, on) and interest on the Notes in accordance with the terms of the Notes and
this Indenture.

SECTION 1002. Maintenance of Office or Agency.

                  The Company shall maintain an office or agency where Notes may
be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company or any Subsidiary Guarantor in respect of the Notes and this
Indenture may be served. The Corporate Trust Office of the Trustee shall be such
office or agency of the Company, unless the Company shall designate and maintain
some other office or agency for one or more of such purposes. The Company shall
give prompt written notice to the Trustee of any change in the location of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company and each
of the Subsidiary Guarantors hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands. Unless otherwise
specified with respect to the Notes as contemplated by Section 301, the Company
hereby designates as a Place of Payment for the Notes the office or agency of
the Trustee, and initially appoints Manufacturers and Traders Trust Company, One
M & T Plaza, 7th Floor, Corporate Trust Department, Buffalo, New York 14203 , as
Paying Agent to receive all such presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices or
agencies where the Notes may be presented or


                                      -54-
<PAGE>
surrendered for any or all such purposes and may from time to time rescind any
such designation. The Company shall give prompt written notice to the Trustee of
any such designation or rescission and any change in the location of any such
other office or agency but shall not be required to give notice of such
designation, rescission or change to Holders.

SECTION 1003. Money for Note Payments to Be Held in Trust.

                  If the Company shall at any time act as its own Paying Agent,
it shall, on or before each due date of the principal of (and premium, if any,
on) or interest on any of the Notes, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and shall promptly
notify the Trustee of its action or failure so to act. Whenever the Company
shall have one or more Paying Agents for the Notes, it shall, on or before each
due date of the principal of (and premium, if any, on), or interest on, any
Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company shall promptly notify the
Trustee of such action or any failure so to act. The Company shall cause each
Paying Agent (other than the Trustee) to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

                  (1) hold all sums held by it for the payment of the principal
         of (and premium, if any, on) or interest on Notes in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                  (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Notes) in the making of any payment of
         principal (and premium, if any) or interest; and

                  (3) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such sums.
Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any, on)
or interest on any Note and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.


                                      -55-
<PAGE>

SECTION 1004. Corporate Existence.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence, rights (charter and statutory) and franchises of the
Company and each Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Restricted Subsidiaries as
a whole and that the loss thereof is not disadvantageous in any material respect
to the Holders. Notwithstanding anything to the contrary in this Section 1004,
the Company shall be permitted to consolidate or merge any of its Restricted
Subsidiaries with or into the Company or any Wholly Owned Subsidiary of the
Company.

SECTION 1005. Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Restricted
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary and (b) all lawful claims for labor, materials and supplies, which,
if unpaid, might by law become a lien upon the property of the Company or any
Restricted Subsidiary; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

SECTION 1006. Maintenance of Properties.

                  The Company shall cause all 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 and supplied with all necessary equipment
and shall cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously 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 disadvantageous in any material respect to the
Holders.

SECTION 1007. Insurance.

                  The Company shall at all times keep all of its and its
Restricted Subsidiaries' properties which are of an insurable nature insured
with insurers, believed by the Company to be responsible, against loss or damage
to the extent that property of similar character is usually so insured by
corporations similarly situated and owning like properties.

SECTION 1008. Statement by Officers as to Default.

                  The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, a brief certificate from the principal
executive officer, principal financial officer or principal accounting officer
as to his or her knowledge of the Company's compliance with all conditions and
covenants under this Indenture. For purposes of this Section 1008, such
compliance shall be determined without regard to any period of grace or
requirement of notice under this Indenture.


                                      -56-
<PAGE>

SECTION 1009. Purchase of Notes Upon a Change of Control Triggering Event.

                  (a) Upon the occurrence of a Change of Control Triggering
Event, each Holder shall have the right, to the extent not inconsistent with the
Company's Bylaws in effect on the date hereof, to require that the Company
purchase such Holder's Notes in whole or in part in integral multiples of $1,000
(the "Change of Control Purchase Offer"), at a purchase price (the "Change of
Control Purchase Price") in cash in an amount equal to 101% of the principal
amount thereof, together with accrued and unpaid interest, if any, and
Additional Interest, if any, to the date of purchase (the "Change of Control
Purchase Date"), in accordance with the procedures set forth in paragraphs (c)
and (d) of this Section.

                  (b) Upon the occurrence of a Change of Control Triggering
Event and prior to the mailing of the notice to Holders provided for in
paragraph (c) below, the Company covenants to either (x) repay in full all
Indebtedness under the Credit Agreement or offer to repay in full all such
Indebtedness and repay the Indebtedness of each of the Banks that has accepted
such offer or (y) obtain any requisite consent under the Credit Agreement to
permit the purchase of the Notes as provided for in paragraph (c) below or take
any other action as may be required under the Credit Agreement to permit such
purchase.

                  (c) Within 30 days following any Change of Control
Triggering Event, the Company shall notify the Trustee and give to each Holder
of the Notes in the manner provided in Section 106 a notice stating:

                  (1) that a Change of Control Triggering Event has occurred and
         that such Holder has the right to require the Company to purchase in
         whole or in part such Holder's Notes at the Change of Control Purchase
         Price;

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

                  (3) 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 the Exchange Act;

                  (4) that any Note, or portion thereof, not tendered will
         continue to accrue interest;

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

                  (6) the instructions a Holder must follow in order to have its
         Notes purchased in accordance with paragraph (d) of this Section.

                  (d) Holders electing to have Notes purchased will be required
to surrender such Notes to the Company at the address specified in the notice at
least five Business Days prior to the Change of Control Purchase Date. Holders
will be entitled to withdraw their election if the Company receives, not later
than five Business Days prior to the Change of Control Purchase Date, a
telegram, telex, facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Notes delivered for purchase by the Holder
as to which his election is to be withdrawn and a statement that such Holder is
withdrawing his election to have such Notes purchased. Holders whose Notes are
purchased only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered.


                                      -57-
<PAGE>

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

SECTION 1010. Limitation on Indebtedness.

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

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

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

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

SECTION 1011. Limitation on Restricted Payments.

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

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

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

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


                                      -58-
<PAGE>

                 (iv) make any Investment (other than any Permitted Investment)
         in any Person (such payments described in clauses (i) through (iv) and
         not excepted therefrom are collectively referred to herein as
         "Restricted Payments") unless at the time of and immediately after
         giving effect to the proposed Restricted Payment (the amount of any
         such Restricted Payment, if other than cash, 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, (2) the Company could
         incur $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) in accordance with Section 1010 and (3) such Restricted
         Payment, together with the aggregate of all other Restricted Payments
         made by the Company and its Restricted Subsidiaries on or after July
         25, 1997, is less than the sum of (w) 50% of the aggregate cumulative
         Consolidated Net Income of the Company for the period (taken as one
         accounting period) from the first day of the quarter beginning after
         July 25, 1997 to the end of the Company's most recently ended fiscal
         quarter for which financial statements are available at the time of
         such Restricted Payment (or, if such Consolidated Net Income for such
         period is a deficit, less 100% of such deficit), plus (x) 100% of the
         aggregate net cash proceeds received by the Company as capital
         contributions or from the issue or sale since July 25, 1997 of Equity
         Interests of the Company or of debt securities of the Company that have
         been converted into such Equity Interests (other than Equity Interests
         (or convertible debt securities) sold to a Restricted Subsidiary of the
         Company and other than Redeemable Capital Stock or debt securities that
         have been converted into Redeemable Capital Stock), plus (y) any cash
         received by the Company after July 25, 1997 as a dividend or
         distribution from any of its Unrestricted Subsidiaries less the cost of
         disposition and taxes, if any (but in each case excluding any such
         amounts included in Consolidated Net Income); plus (z) $50 million.

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

                  (i) the payment of any dividend within 60 days after the date
         of declaration thereof, if at such declaration date such declaration
         complied with the provisions of paragraph (a) above;

                 (ii) the purchase, redemption or other acquisition or
         retirement for value of any shares of Capital Stock of the Company, in
         exchange for, or out of the net cash proceeds of, a substantially
         concurrent issuance and sale (other than to a Restricted Subsidiary) of
         shares of Capital Stock of the Company (other than Redeemable Capital
         Stock, unless the redemption provisions of such Redeemable Capital
         Stock prohibit the redemption thereof prior to the date on which the
         Capital Stock to be acquired or retired was, by its terms, required to
         be redeemed);

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

                 (iv) the purchase, redemption, defeasance or other acquisition
         or retirement for value of any Pari Passu Indebtedness or Subordinated
         Indebtedness (other than Redeemable Capital Stock) in exchange for, or
         out of the net cash proceeds of a substantially concurrent incurrence
         or sale (other than to a Restricted Subsidiary) of, new Pari Passu
         Indebtedness or Subordinated Indebtedness of the Company so long as (A)
         the principal amount of such new Pari Passu Indebtedness or
         Subordinated Indebtedness does not exceed the principal amount (or, if
         such Pari Passu Indebtedness or Subordinated Indebtedness


                                      -59-
<PAGE>

         being refinanced provides for an amount less than the principal amount
         thereof to be due and payable upon a declaration of acceleration
         thereof, such lesser amount as of the date of determination) of the
         Pari Passu Indebtedness or Subordinated Indebtedness being so
         purchased, redeemed, defeased, acquired or retired, plus the amount of
         any premium required to be paid in connection with such refinancing
         pursuant to the terms of the Pari Passu Indebtedness or Subordinated
         Indebtedness refinanced or the amount of any premium reasonably
         determined by the Company as necessary to accomplish such refinancing,
         plus the amount of reasonable expenses of the Company incurred in
         connection with such refinancing, (B) such new Pari Passu Indebtedness
         or Subordinated Indebtedness is pari passu or subordinated to the Notes
         to the same extent as such Pari Passu Indebtedness or Subordinated
         Indebtedness so purchased, redeemed, defeased, acquired or retired and
         (C) such new Pari Passu Indebtedness or Subordinated Indebtedness has
         an Average Life longer than the Average Life of the Notes and a final
         Stated Maturity of principal later than the final Stated Maturity of
         principal of the Notes;

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

                 (vi) the purchase, redemption or other acquisition or
         retirement for value of shares of Common Stock of the Company issued
         pursuant to non-qualified options granted under stock option plans of
         the Company, in order to pay withholding taxes due as a result of
         income recognized upon the exercise of such options; provided that (1)
         the Company is permitted, by the terms of such plans, to effect such
         purchase, redemption or other acquisition or retirement for value of
         such shares and (2) the aggregate consideration paid by the Company for
         such shares so purchased, redeemed or otherwise acquired or retired for
         value does not exceed $2 million during any fiscal year of the Company.

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

SECTION 1012. Limitation on Layering Indebtedness.

                  Neither the Company nor any of Restricted Subsidiaries shall
incur, create, issue, assume, guarantee or otherwise become liable for any
Indebtedness that is subordinate or junior in right of payment to any Senior
Indebtedness of the Company or such Restricted Subsidiary, as the case may be,
and senior in any respect in right of payment to the Notes or such Restricted
Subsidiary's Note Guarantee.

SECTION 1013. Limitation on Transactions With Affiliates.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, make any payment to, or
sell, lease transfer or otherwise dispose of any of its properties or assets to,
or purchase any property or assets from, or enter into or make or amend any
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (other than the Company, a Wholly Owned Restricted
Subsidiary or (in connection with a Qualified TIPS Transaction) a Qualified
Finance Subsidiary) (each of the foregoing, an "Affiliate Transaction"), unless
(i) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that could have been
obtained in a comparable transaction with an unrelated Person and (ii) the
Company delivers to the Trustee (a) with respect to any Affiliate Transaction or
series of related Affiliate Transactions involving aggregate consideration in
excess of $5 million, an Officers' Certificate certifying that such Affiliate
Transaction complies with clause (i) above and that such Affiliate Transaction
has been approved by a majority of the Disinterested Directors and (b) with
respect to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate


                                      -60-
<PAGE>
consideration in excess of $10 million, both an Officers' Certificate referred
to in clause (a) and an opinion as to the fairness of such Affiliate Transaction
to the Company or the relevant Restricted Subsidiary from a financial point of
view issued by an investment banking firm of national standing with total assets
in excess of $1.0 billion; provided, however, that this covenant shall not apply
to fees, compensation and employee benefits, including bonuses, retirement plans
and stock options, paid to or established for directors and officers of the
Company or any Restricted Subsidiary in the ordinary course of business and
approved by a majority of the Disinterested Directors.

SECTION 1014.         Limitation on Liens Securing Pari Passu
                      Indebtedness or Subordinated Indebtedness.

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist
any Lien (other than Permitted Liens) securing Pari Passu Indebtedness or
Subordinated Indebtedness of the Company on or with respect to any of its
property or assets, including any shares of stock or indebtedness of any
Restricted Subsidiary, whether owned at the date of this Indenture or thereafter
acquired, or any income, profits or proceeds therefrom, or assign or otherwise
convey any right to receive income thereon, unless (i) in the case of any Lien
securing Pari Passu Indebtedness of the Company, the Notes are secured by a Lien
on such property, assets or proceeds that is senior in priority to or pari passu
with such Lien and (ii) in the case of any Lien securing Subordinated
Indebtedness of the Company, the Notes are secured by a Lien on such property,
assets or proceeds that is senior in priority to such Lien.

                  (b) The Company shall not permit any Restricted Subsidiary to,
directly or indirectly, create, incur, assume or suffer to exist any Lien (other
than Permitted Liens) securing Indebtedness of such Restricted Subsidiary that
is pari passu or subordinate in right of payment to the Note Guarantee of such
Restricted Subsidiary, on or with respect to any such Restricted Subsidiary's
properties or assets, including any shares of stock or Indebtedness of any
Subsidiary of such Restricted Subsidiary, whether owned at the date of this
Indenture or thereafter acquired, or any income, profits or proceeds therefrom,
or assign or otherwise convey any right to receive income thereon, unless (i) in
the case of any Lien securing Indebtedness of the Restricted Subsidiary that is
pari passu in right of payment to the Note Guarantee of such Restricted
Subsidiary, such Note Guarantee is secured by a Lien on such property, assets or
proceeds that is senior in priority to or pari passu with such Lien and (ii) in
the case of any Lien securing Indebtedness of the Restricted Subsidiary that is
subordinate in right of payment to the Note Guarantee of such Restricted
Subsidiary, such Note Guarantee is secured by a Lien on such property, assets or
proceeds that is senior in priority to such Lien.

SECTION 1015. Limitation on Dividend and Other Payment Restrictions Affecting
              Subsidiaries.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (i)(a) pay dividends or make any other
distributions to the Company or any of its Restricted Subsidiaries (1) on its
Capital Stock or (2) with respect to any other interest or participation in, or
measured by, its profits, or (b) pay any indebtedness owed to the Company or any
of its Restricted Subsidiaries, (ii) make loans or advances to the Company or
any of its Restricted Subsidiaries, (iii) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries, (iv) grant Liens in
favor of Holders of Notes or (v) guarantee the Notes, except in each case for
such encumbrances or restrictions existing under or by reason of (a)
Indebtedness of the Company or any Restricted Subsidiary outstanding on the date
of the Indenture, (b) the Credit Agreement as in effect as of the date of the
Indenture, and any amendments, modifications, restatements, renewals, increase,
supplements, refunding, replacements or refinancings thereof, provided that such
amendments, modifications, restatements, renewals, increase, supplements,
refundings, replacements or refinancings are no more restrictive with respect to
such dividend and other payment restrictions than those contained in the Credit
Agreement in effect on the date of the Indenture, (c) the Indenture and the
Notes, (d)


                                      -61-
<PAGE>
applicable law, (e) any instrument governing Indebtedness or Capital Stock of a
Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the property or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, (f) by reason of customary non-assignment provisions in
existing and future leases entered into in the ordinary course of business and
consistent with past practices, (g) purchase money obligations for property
acquired in the ordinary course of business that impose restrictions of the
nature described in clause (iii) above on the property so acquired and (h)
restrictions incurred by the Company or any Restricted Subsidiary in connection
with any Permitted Receivables Financing.

SECTION 1016. Limitation on Sale of Assets.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, engage in an Asset Sale unless the Company or such
Restricted Subsidiary, as the case may be, receives Permitted Consideration at
the time of such Asset Sale at least equal to the Fair Market Value (as
evidenced by a resolution of the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee) of the assets or Equity Interests issued
or sold or otherwise disposed of.

                  (b) If the Company or any Restricted Subsidiary engages in an
Asset Sale, the Company or such Restricted Subsidiary must within 370 days after
the receipt of such Asset Sale, apply the Net Proceeds (i) to permanently reduce
Senior Indebtedness of the Company or one or more Restricted Subsidiaries (and
to correspondingly reduce commitments with respect thereto), (ii) to offer to
repurchase the Existing Senior Subordinated Notes to the extent required by the
indentures governing such Existing Senior Subordinated Notes, or (iii) to make
capital expenditures or acquire long-term assets used or useful in its
businesses or in businesses similar or related to the businesses of the Company
immediately prior to the date of this Indenture. Pending the final application
of any such Net Proceeds, the Company may temporarily reduce Senior Indebtedness
or otherwise invest such Net Proceeds in any manner that is not prohibited by
this Indenture. Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the first sentence of this paragraph will be deemed to
constitute "Excess Proceeds."

                  (c) When the aggregate amount of Excess Proceeds exceeds $15
million, the Company will be required to make an offer to all Holders of Notes
and holders of other Pari Passu Indebtedness (other than holders of the Existing
Senior Subordinated Notes) containing provisions similar to those set forth in
this Section 1016 with respect to offers to purchase or redeem with the proceeds
of sales of assets (an "Asset Sale Offer"),to purchase the maximum principal
amount of Notes that may be purchased out of the Excess Proceeds (on a pro rata
basis if the amounts available for such repayment, purchase or redemption is
less than the aggregate amount of (x) the principal amount of the Notes tendered
in such Asset Sale Offer and (y) the principal amount of such Pari Passu
Indebtedness tendered in such Asset Sale Offer), at an offer price in cash in an
amount equal to 100% of the principal amount thereof, plus accrued and unpaid
interest and Additional Interest, if any, thereon to the date of purchase (the
"Offered Price"). Within 30 Business Days after the date on which the aggregate
amount of Excess Proceeds exceeds $15,000,000, the Company shall give to each
Holder of the Notes, with a copy to the Trustee, in the manner provided in
Section 106 a notice stating:

                  (i) that the Holder has the right to require the Company to
         repurchase such Holder's Notes at the Offered Price, subject to
         proration in the event the Excess Proceeds are less than the aggregate
         Offered Price of all Notes tendered;

                 (ii) the date of purchase of Notes pursuant to the Asset Sale
         Offer (the "Asset Sale Purchase Date"), which shall be no earlier than
         30 days nor later than 60 days from the date such notice is mailed;


                                      -62-
<PAGE>

                (iii) that the Offered Price shall be paid to Holders electing
         to have Notes purchased on the Asset Sale Purchase Date, provided that
         a Holder must surrender its Note to the Paying Agent at the address
         specified in the notice prior to the close of business at least five
         Business Days prior to the Asset Sale Purchase Date;

                  (iv) any Note not tendered shall continue to accrue interest
         pursuant to its terms;

                  (v) that unless the Company defaults in the payment of the
         Offered Price, any Note accepted for payment pursuant to the Asset Sale
         Offer shall cease to accrue interest on and after the Asset Sale
         Purchase Date;

                 (vi) that Holders shall be entitled to withdraw their tendered
         Notes and their election to require the Company to purchase such Notes,
         provided that the Company receives, not later than the close of
         business on the third Business Day preceding the Asset Sale Purchase
         Date, a telegram, telex, facsimile transmission or letter setting forth
         the name of the Holder, the principal amount and serial numbers of the
         Notes tendered for purchase, and a statement that such Holder is
         withdrawing its election to have such Notes purchased;

                (vii) that the Holders whose Notes are being purchased only in
         part shall be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered; which unpurchased portion
         must be equal to $1,000 in principal amount or an integral multiple
         thereof; and

               (viii) the instructions a Holder must follow in order to have his
         Notes purchased in accordance with this Section 1016.

                  The Company may use any remaining Excess Proceeds for general
corporate purposes (subject to the restrictions of the Indenture). Upon
completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero.

                  Notwithstanding the foregoing provisions of this Section 1016,
the Company and its Restricted Subsidiaries may sell or dispose of property,
whether in the form of assets or capital stock of a Restricted Subsidiary, in
the aggregate amount not exceeding $15 million in any year. Any notes received
by the Company or its Restricted Subsidiaries as consideration in any
disposition made pursuant to such $15 million exclusion from this Section 1016
shall not be taken into account in determining whether the $75 million
limitation set forth in the definition of "Permitted Consideration" has been
met.

SECTION 1017. Limitation on Issuances and Sales of Capital Stock of
              Subsidiaries.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, transfer, convey, sell or otherwise dispose of any
Capital Stock of any Restricted Subsidiary of the Company to any Person (other
than the Company or a Wholly Owned Restricted Subsidiary of the Company), unless
(a) such transfer, conveyance, sale or other disposition is of all of the
Capital Stock of such Restricted Subsidiary owned by the Company and its
Restricted Subsidiaries and (b) such transaction is made in accordance with
Section 1016, provided that 85% of the proceeds from such a sale of Capital
Stock of any Restricted Subsidiary that is a Significant Subsidiary shall
consist of cash or Temporary Cash Investments. Notwithstanding the foregoing or
the provisions of any other covenant, the Company or any Restricted Subsidiary
may sell Qualified Capital Stock of any Restricted Subsidiary in a Public Equity
Offering, provided that (i) 100% of the Net Proceeds from such Public Equity
Offering shall be in cash and shall be applied as provided in the provisions of
Section 1016 and (ii) the Tangible Assets of such Restricted Subsidiary do not
exceed 10% of the Consolidated Tangible Assets of the Company, determined as of
the last day of the quarter ending immediately before the commencement of such
Public Equity Offering.


                                      -63-
<PAGE>

SECTION 1018. Additional Guarantees.

                  If (x) the Company or any of its Restricted Subsidiaries shall
acquire or form a Restricted Subsidiary or (y) any existing majority-owned
Restricted Subsidiary shall, after the date of the Indenture, guarantee any Pari
Passu Indebtedness or Subordinated Indebtedness of the Company or any Subsidiary
Guarantor, the Company will cause any such Restricted Subsidiary (other than an
Investee Store or Joint Venture, provided that such Investee Store or Joint
Venture does not guarantee the Pari Passu Indebtedness of any other Person) that
is or becomes a Wholly Owned Restricted Subsidiary or that guarantees any Pari
Passu Indebtedness or Subordinated Indebtedness of the Company or any Subsidiary
Guarantor to (i) execute and deliver to the Trustee a supplemental indenture in
form and substance reasonably satisfactory to the Trustee pursuant to which such
Restricted Subsidiary shall guarantee all of the obligations of the Company with
respect to the Notes on a senior subordinated basis and (ii) deliver to the
Trustee an Opinion of Counsel reasonably satisfactory to the Trustee to the
effect that a supplemental indenture has been duly executed and delivered by
such Restricted Subsidiary and is in compliance with the terms of this
Indenture.

SECTION 1019. Provision of Financial Statements; Rule 144A Information.

                  Whether or not required by the rules and regulations of the
Commission, including the reporting requirements of Section 13 or 15(d) of the
Exchange Act, so long as any Notes are outstanding, the Company shall furnish to
the Holders of Notes (i) all quarterly and annual financial information that
would be required to be contained in a filing with the Commission on Forms 10-Q
and 10-K if the Company were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Company and its Subsidiaries and, with respect to the annual information
only, a report on the consolidated financial statements required by Form 10-K by
the Company's independent certified public accountants and (ii) all reports that
would be required to be filed with the Commission on Form 8-K if the Company
were required to file such reports. In addition, whether or not required by the
rules and regulations of the Commission, the Company shall file a copy of all
such information with the Commission for public availability (unless the
Commission shall not accept such a filing) and make such information available
to investors or prospective investors who request it in writing. The Company
shall furnish to the Holders or beneficial Holders of Notes and prospective
purchasers of Notes designated by the Holders of Notes, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act until such time as the Company either exchanges all of the
Initial Notes for the Exchange Notes or has registered all of the Initial Notes
for resale under the Securities Act.

SECTION 1020. Payment For Consent.

                  The Company and each of its Restricted Subsidiaries are
prohibited from, directly or indirectly, paying or causing to be paid any
consideration, whether by way of interest, fee or otherwise, to any Holder for
or as an inducement to any consent, waiver or amendment of any terms or
provisions of the Notes unless such consideration is offered to be paid or
agreed to be paid to all Holders of the Notes which so consent, waive or agree
to amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement.

SECTION 1021. Termination of Certain Covenants in Event of Investment Grade
              Rating.

                  In the event that each of the Rating Categories assigned to
the Notes of the Company by the Rating Agencies is Investment Grade, the
provisions of Sections 1010, 1011, 1013, 1016, 1017 and 801(3) shall cease to
apply to the Company and its Restricted Subsidiaries from and after the date on
which the second of the Rating Agencies notifies the Company of the assignment
of such Rating Category. Notwithstanding the


                                      -64-
<PAGE>
foregoing, if the Rating Category assigned by either Rating Agency to the Notes
should subsequently decline below Investment Grade, the foregoing covenants
shall be reinstituted as and from the date of such rating decline.

SECTION 1022. Waiver of Certain Covenants.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 803 or Sections 1007 and
1008, 1010 through 1015, inclusive and 1017 through 1020, inclusive, if before
or after the time for such compliance the Holders of at least a majority in
principal amount of the Outstanding Notes, by Act of such Holders, waive such
compliance in such instance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision 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
term, provision or condition shall remain in full force and effect.

                                 ARTICLE ELEVEN

                               REDEMPTION OF NOTES

SECTION 1101. Right of Redemption.

                  The Notes may be redeemed, at the option of the Company, as a
whole or from time to time in part, at any time on or after July 31, 2002,
subject to the conditions and at the Redemption Prices specified in the form of
Note, together with accrued interest to the Redemption Date.

SECTION 1102. Applicability of Article.

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

SECTION 1103. Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Notes pursuant to
Section 1101 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Notes to be redeemed and shall deliver to the Trustee
such documentation and records as shall enable the Trustee to select the Notes
to be redeemed pursuant to Section 1104.

SECTION 1104. Selection by Trustee of Notes to Be Redeemed.

                  If less than all the Notes are to be redeemed at any time, the
particular Notes to be redeemed shall be selected on a pro rata basis by lot or
by such other method as the Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions of the principal of
Notes; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Note not redeemed to less than $1,000.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Notes selected for
partial redemption, the principal amount thereof to be redeemed.

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


                                      -65-
<PAGE>

SECTION 1105. Notice of Redemption.

                  Notice of redemption shall be given in the manner provided for
in Section 106 not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Notes to be redeemed.

                  All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

                  (3) if less than all Outstanding Notes are to be redeemed, the
         identification by CUSIP Numbers, if any (and, in the case of a partial
         redemption, the principal amounts), of the particular Notes to be
         redeemed,

                  (4) if any Note is to be redeemed in part only, the portion of
         the principal amount thereof to be redeemed,

                  (5) that on the Redemption Date the Redemption Price (together
         with accrued interest, if any, to the Redemption Date payable as
         provided in Section 1107) will become due and payable upon each such
         Note, or the portion thereof, to be redeemed, and that interest thereon
         will cease to accrue on and after said date, and

                  (6) the place or places where such Notes are to be surrendered
         for payment of the Redemption Price.

                  Notice of redemption of Notes to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.

SECTION 1106. Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall 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 1003) an amount
of money sufficient to pay the Redemption Price of, and accrued interest on, any
Notes, or any portions thereof, to be redeemed on that date.

SECTION 1107. Notes Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the Notes
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified (together with accrued interest and
Additional Interest, if any, to the Redemption Date), and from and after such
date (unless the Company shall default in the payment of the Redemption Price
and accrued interest and Additional Interest, if any,) such Notes, or portions
thereof, shall cease to bear interest. Upon surrender of any such Note for
redemption in accordance with said notice, such Note shall be paid by the
Company at the Redemption Price, together with accrued interest and Additional
Interest, if any, to the Redemption Date; provided, however, that installments
of interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Notes, or one or more Predecessor Notes,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.


                                      -66-
<PAGE>

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

SECTION 1108. Notes Redeemed in Part.

                  Any Note which is to be redeemed only in part (pursuant to the
provisions of this Article shall be surrendered at the office or agency of the
Company maintained for such purpose pursuant to Section 1002 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in writing),
and the Company shall execute, and the Trustee shall authenticate and deliver to
the Holder of such Note without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Note so surrendered.

                                 ARTICLE TWELVE

                                 NOTE GUARANTEES

SECTION 1201. Note Guarantees.

                  Subject to the provisions of this Article Twelve, each
Subsidiary Guarantor hereby irrevocably and unconditionally guarantees, jointly
and severally, on a senior subordinated basis to each Holder and to the Trustee,
on behalf of the Holders, (i) the due and punctual payment of the principal of,
premium, if any, and interest and Additional Interest, if any, on each Note,
when and as the same shall become due and payable, whether at Stated Maturity or
purchase upon a Change of Control Triggering Event or Asset Sale Offer, and
whether by declaration of acceleration, a Change of Control Triggering Event,
Asset Sale Offer, call for redemption or otherwise, the due and punctual payment
of interest on the overdue principal of, premium, if any, and interest and
Additional Interest, if any, on the Notes, to the extent lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms of such Note and this Indenture and
(ii) in the case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal, at
Stated Maturity or purchase upon a Change of Control Triggering Event or Asset
Sale Offer, and whether by declaration of acceleration, a Change of Control
Triggering Event, Asset Sale Offer, call for redemption or otherwise (the
obligations in clauses (i) and (ii) hereof being the "Guaranteed Obligations").

                  Without limiting the generality of the foregoing, each
Subsidiary Guarantor's liability shall extend to all amounts that constitute
part of the Guaranteed Obligations and would be owed by the Company to the
Holders or the Trustee under the Notes and the Indenture but for the fact that
they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Company. The Subsidiary
Guarantors hereby agree that their obligations hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any such Note or this Indenture, any failure
to enforce the provisions of any such Note or this Indenture, any waiver,
modification or indulgence granted to the Company with respect thereto, by any
Holder or any other circumstances which may otherwise constitute a legal or
equitable discharge or defense of the Company or a surety or guarantor.

                  The Subsidiary Guarantors hereby waive diligence, presentment,
filing of claims with a court in the event of merger or bankruptcy of the
Company, any right to require a proceeding first against the Company, the
benefit of discussion, protest or notice with respect to any such Note or the
Indebtedness evidenced thereby and all demands whatsoever (except as specified
above), and covenant that the Guaranteed Obligations


                                      -67-
<PAGE>
will not be discharged as to any such Note except by payment in full of such
Guaranteed Obligations and as provided in Sections 401, 1102, 1205 and 1206.

                  Each Subsidiary Guarantor further agrees that, as between such
Subsidiary Guarantor and the Holders, (i) the maturity of the Guaranteed
Obligations may be accelerated as provided in Article Five, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the Company or any other Subsidiary Guarantor in respect of the Guaranteed
Obligations, and (ii) in the event of any declaration of acceleration of such
Guaranteed Obligations as provided in Article Five, such Guaranteed Obligations
(whether or not due and payable) shall forthwith become due and payable by each
Subsidiary Guarantor. In addition, without limiting the foregoing provisions,
upon the effectiveness of an acceleration under Article Five, the Trustee shall
promptly make a demand for payment on any Notes in respect of which the
Guaranteed Obligations provided for in this Article Twelve are not discharged.

                  Each Subsidiary Guarantor hereby irrevocably waives any claim
or other rights that it may now or hereafter acquire against the Company that
arise from the existence, payment, performance or enforcement of such Subsidiary
Guarantor's obligations under this Indenture, or any other document or
instrument including, without limitation, any right of reimbursement,
exoneration, contribution, indemnification, any right to participate in any
claim or remedy of the Holders against the Company, whether or not such claim,
remedy or right arises in equity, or under contract, statute or common law,
including, without limitation, the right to take or receive from the Company,
directly or indirectly, in cash or other property or in any other manner,
payment or security on account of such claim or other rights. Each Subsidiary
Guarantor shall be subrogated to all rights of the Holders of the Notes pursuant
to any Note Guarantee against the Company in respect of any amounts paid by such
Subsidiary Guarantor on account of such Note pursuant to the provisions of this
Indenture; provided, however, that no Subsidiary Guarantor shall be entitled to
enforce or to receive any payment arising out of, or based upon such right of
subrogation until the principal of (and premium, if any) and interest on all
Notes issued hereunder shall have been paid in full to the Holders entitled
thereto. If any amount shall be paid to any Subsidiary Guarantor in violation of
this paragraph and the Guaranteed Obligations shall not have been paid in full,
such amount shall be deemed to have been paid to such Subsidiary Guarantor for
the benefit of, and held in trust for the benefit of, the Holders, and shall
forthwith be paid to the Trustee. Each Subsidiary Guarantor acknowledges that it
shall receive direct and indirect benefits from the issuance of the Notes and
that the waiver set forth in this Section 1201 is knowingly made in
contemplation of such benefits.

SECTION 1202. Execution and Delivery of Note Guarantee.

                  To further evidence the Note Guarantee set forth in Section
1201, each Subsidiary Guarantor hereby agrees that a notation of such Note
Guarantee, substantially in the form included in Exhibit B of this Indenture,
shall be endorsed on each Note authenticated and delivered by the Trustee. Such
Note Guarantee shall be executed on behalf of each Subsidiary Guarantor by its
Chairman, any Vice Chairman, its President or a Vice President and attested by
its Secretary or Assistant Secretary, and shall have been duly authorized by all
requisite corporate action. The validity and enforceability of any Note
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

                  Each Subsidiary Guarantor hereby agrees that its respective
Note Guarantee set forth in Section 1201 shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note
Guarantee.

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


                                      -68-
<PAGE>

SECTION 1203. Obligations of the Subsidiary Guarantors Unconditional.

                  Nothing contained in this Article Twelve, elsewhere in this
Indenture or in any Note is intended to or shall impair, as between the
Subsidiary Guarantors and the Holders, the obligation of the Subsidiary
Guarantors, which obligations are independent of the obligations of the Company
under the Notes and this Indenture and are absolute and unconditional, to pay to
the Holders the Guaranteed Obligations as and when the same shall become due and
payable in accordance with the provisions of this Indenture, or is intended to
or shall affect the relative rights of the Holders and creditors of the
Subsidiary Guarantors, nor shall anything herein or therein prevent the Trustee
or any Holder from exercising all remedies otherwise permitted by applicable law
upon Default under this Indenture. Each payment to be made by any Subsidiary
Guarantor hereunder in respect of the Guaranteed Obligations shall be payable in
the currency or currencies in which such Guaranteed Obligations are denominated.

SECTION 1204. Ranking of Note Guarantees.

                  Each Subsidiary Guarantor covenants and agrees, and each
Holder by its acceptance thereof, likewise covenants and agrees, that each Note
Guarantee will be an unsecured senior subordinated obligation of the Subsidiary
Guarantor issuing such Note Guarantee, subordinated in right of payment to all
existing and future Senior Indebtedness of the Subsidiary Guarantors, and
ranking senior to or pari passu in right of payment with all other existing and
future Indebtedness of such Subsidiary Guarantor that is expressly subordinated
to any senior subordinated Indebtedness of such Subsidiary Guarantor.

SECTION 1205. Limitation of Note Guarantees.

                  The Company and each Subsidiary Guarantor, and each Holder of
a Note by his acceptance thereof, hereby confirm that it is the intention of all
such parties that each Subsidiary Guarantor shall be liable under this Indenture
only for amounts aggregating up to the largest amount that would not render its
obligations hereunder subject to avoidance under Section 548 of the United
States Bankruptcy Code or any comparable provisions of any applicable state law.
To effectuate the foregoing intention, the Holders hereby irrevocably agree that
in the event that any such Note Guarantee would constitute or result in a
violation of any applicable fraudulent conveyance or similar law of any relevant
jurisdiction, the liability of the Subsidiary Guarantor under such Note
Guarantee shall be reduced to the maximum amount, after giving effect to all
other contingent and fixed liabilities of such Subsidiary Guarantor, permissible
under the applicable fraudulent conveyance or similar law.

SECTION 1206. Release of Subsidiary Guarantors.

                  (a) Any Subsidiary Guarantor shall be released from and
relieved of its obligations under this Article Twelve (1) upon defeasance in
accordance with Section 1302, (2) upon the payment in full of the Guaranteed
Obligations, or (3) upon the sale by the Company or any Subsidiary of such
Subsidiary Guarantor to any Person other than a Subsidiary of the Company,
provided that such sale does not result in a sale, assignment, transfer, lease
or disposal of all or substantially all of the properties and assets of the
Company and its Subsidiaries on a Consolidated basis. Upon the delivery by the
Company to the Trustee of an Officers' Certificate and, if requested by the
Trustee, an Opinion of Counsel to the effect that the transaction giving rise to
the release of such obligations 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 Subsidiary
Guarantors from their obligations. If any of the Guaranteed Obligations are
revived and reinstated after the termination of such Note Guarantee, then all of
the obligations of the Subsidiary Guarantors under such Note Guarantee shall be
revived and reinstated as if such Note Guarantee had not been terminated until
such time as the Guaranteed Obligations are paid in full, and the Subsidiary
Guarantors shall execute any documents reasonably satisfactory to the Trustee
evidencing such revival and reinstatement.


                                      -69-
<PAGE>

                  (b) Upon the sale or disposition (whether by merger, stock
purchase, asset sale or otherwise) of a Subsidiary Guarantor or all or
substantially all of its assets to an entity which is not a Subsidiary Guarantor
(and a Restricted Subsidiary) or the designation of a Restricted Subsidiary to
become an Unrestricted Subsidiary, which transaction is otherwise in compliance
with this Indenture (including, without limitation, the provisions of Sections
1016 and 1017), such Subsidiary Guarantor will be deemed released from its
obligations under its Note Guarantee; provided, however, that any such
termination shall occur only to the extent that all obligations of such
Subsidiary Guarantor under all of its guarantees of, and under all of its
pledges of assets or other security interests which secure, any Indebtedness of
the Company or any other Restricted Subsidiary shall also terminate upon such
release, sale or transfer. In addition, upon the delivery by the Company to the
Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of such
obligations was made 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 such Subsidiary Guarantor from its obligations. Any
Subsidiary Guarantor not so released remains liable for the full amount of
principal of (and premium, if any) and interest on the Notes as provided in this
Article Twelve.

                  (c) Any Subsidiary Guarantor shall automatically be released
from and relieved of its obligations under its Note Guarantee upon the sale or
transfer of the Capital Stock of such Subsidiary Guarantor pursuant to or in
lieu of foreclosure of any lien on the Capital Stock of such Subsidiary
Guarantor existing in favor of any holder of Senior Indebtedness and, upon the
request of any holder of Senior Indebtedness (or of any purchaser or transferee
pursuant to or in lieu of such foreclosure), the Trustee shall execute any
documents reasonably required to evidence the release of such Subsidiary
Guarantor.

SECTION 1207. Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

                  Except as set forth in Section 1206 and in Articles Eight and
Ten hereof, nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Subsidiary Guarantor with or into the
Company or a Subsidiary Guarantor or shall prevent any sale or conveyance of the
property of a Subsidiary Guarantor as an entirety or substantially as an
entirety to the Company or a Subsidiary Guarantor.

                                ARTICLE THIRTEEN

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Company's Option to Effect Defeasance or Covenant Defeasance.

                  The Company may, at its option and at any time, with respect
to the Notes, elect to have either Section 1302 or Section 1303 be applied to
all Outstanding Notes upon compliance with the conditions set forth below in
this Article Thirteen.

SECTION 1302. Defeasance and Discharge.

                  Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1302, the Company shall be deemed to have paid and
discharged all obligations with respect to all Outstanding Notes on the date the
conditions set forth in Section 1304 are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding
Notes, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 1305 and the other Sections of this Indenture referred to in
(A) and (B) below, and to have satisfied all its other obligations under such
Notes and this Indenture insofar as such Notes are concerned (and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of Outstanding
Notes to receive payments in respect of the principal of, premium, if any, and
interest on


                                      -70-
<PAGE>
such Notes when such payments are due or on the Redemption Date with respect to
such Notes, as the case may be, (B) the Company's obligations with respect to
such Notes under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this Article
Thirteen. Subject to compliance with this Article Thirteen, the Company may
exercise its option under this Section 1302 notwithstanding the prior exercise
of its option under Section 1303 with respect to the Notes.

SECTION 1303. Covenant Defeasance.

                  Upon the Company's exercise under Section 1301 of the option
applicable to this Section 1303, the Company shall be released from its
obligations under any covenant contained in Section 801(3) and Section 803 and
in Sections 1004 through 1020 with respect to the Outstanding Notes on and after
the date the conditions set forth below are satisfied (hereinafter, "covenant
defeasance"), and the Notes shall thereafter be deemed not to be "Outstanding"
for the purposes of any direction, waiver, consent or declaration or Act of
Holders (and the consequences of any thereof) in connection with such covenants,
but shall continue to be deemed "Outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to the
Outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Sections
501(3), 4, 5 and 7 but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.

SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of either
Section 1302 or Section 1303 to the Outstanding Notes:

                  (1) the Company must irrevocably have deposited with the
         Trustee (or another trustee satisfying the requirements of Section 607
         who shall agree to comply with the provisions of this Article Thirteen
         applicable to it), in trust, for the benefit of the Holders, cash in
         United States dollars, U.S. Government Obligations or a combination
         thereof, in such amounts as will be sufficient, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee, to pay and
         discharge the principal of, and premium, if any, and interest on the
         Outstanding Notes on the Stated Maturity or on an optional redemption
         date (such date being referred to as the "Defeasance Redemption Date"),
         as the case may be, if in the case of a Defeasance Redemption Date
         prior to electing to exercise either defeasance or covenant defeasance,
         the Company has delivered to the Trustee an irrevocable notice to
         redeem all of the Outstanding Notes on such Defeasance Redemption Date;

                  (2) in the case of an election under Section 1302, the Company
         shall have delivered to the Trustee an opinion of independent counsel
         in the United States stating that (x) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling, or
         (y) 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 in the United States shall
         confirm that, the Holders of the Outstanding Notes will not recognize
         income, gain or loss for federal income tax purposes as a result of
         such defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such defeasance had not occurred;

                  (3) in the case of an election under Section 1303, the Company
         shall have delivered to the Trustee an opinion of independent counsel
         in the United States to the effect that the Holders of the Outstanding
         Notes will not recognize income, gain or loss for federal income tax
         purposes as a result of


                                      -71-
<PAGE>
         such covenant defeasance and will be subject to federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such covenant defeasance had not occurred;

                  (4) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit or, insofar as paragraphs (8)
         and (9) of Section 501 hereof are concerned, at any time during the
         period ending on the 91st day after the date of such deposit (it being
         understood that this condition shall not be deemed satisfied until the
         expiration of such period);

                  (5) such defeasance or covenant defeasance shall 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 Subsidiary Guarantor is a party or by which it is bound;

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

                  (7) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that all conditions precedent provided
         for relating to either the defeasance under Section 1302 or the
         covenant defeasance under Section 1303 (as the case may be) have been
         complied with.

SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in
              Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively for
purposes of this Section 1305, the "Trustee") pursuant to Section 1304 in
respect of the Outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Notes of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, but such money need not be segregated from
other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Governmental
Obligations deposited pursuant to Section 1304 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of the Outstanding Notes.

                  Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 1304 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance, as applicable, in accordance with this Article.

SECTION 1306. Reinstatement.

                  If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 1305 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or


                                      -72-
<PAGE>
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Notes shall be revived and reinstated as though no
deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 1305, and the Company shall execute all documents
reasonably satisfactory to the Trustee evidencing such revival and
reinstatement; provided, however, that if the Company makes any payment of
principal of (or premium, if any, on) or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                ARTICLE FOURTEEN

                             SUBORDINATION OF NOTES

SECTION 1401. Notes Subordinate to Senior Indebtedness.

                  The Company covenants and agrees, and each Holder, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article Fourteen, the indebtedness
represented by the Notes and the payment (by set-off or otherwise) of principal
of, premium, if any, interest and Additional Interest, if any, on the Notes
(including with respect to any repurchases of the Notes) will be subordinated in
right of payment to the prior payment in full in cash, or at the option of the
holders of Senior Indebtedness, in Temporary Cash Investments, of all
Obligations in respect of Senior Indebtedness, whether outstanding on the date
of this Indenture or thereafter incurred; provided, however, that the Notes, the
indebtedness represented thereby and the payment of the principal of (and
premium, if any), interest on and Additional Interest, if any, on the Notes, in
all respects shall rank equally with, or prior to, all existing and future
Indebtedness of the Company that is expressly subordinated to any Senior
Indebtedness.

SECTION 1402. Payment Over of Proceeds Upon Dissolution, etc.

                  Upon any distribution to creditors of the Company or any
Subsidiary Guarantor upon any total or partial liquidation, dissolution or
winding up of the Company or such Subsidiary Guarantor or in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or such Subsidiary Guarantor or its property, whether voluntary or
involuntary, an assignment for the benefit of creditors or any marshalling of
the Company's or such Subsidiary Guarantor's assets and liabilities,

                  (1) the holders of Senior Indebtedness of the Company or such
         Subsidiary Guarantor will be entitled to receive payment in full in
         cash, or at the option of the holders of such Senior Indebtedness, in
         Temporary Cash Investments, of all Obligations due or to become due in
         respect of such Senior Indebtedness (including interest after the
         commencement of any such proceeding at the rate specified in the
         applicable Senior Indebtedness) before the Holders will be entitled to
         receive any payment of any kind or character with respect to the Notes;
         and

                  (2) until all Obligations with respect to such Senior
         Indebtedness are paid in full in cash, or at the option of the holders
         of such Senior Indebtedness, in Temporary Cash Investments, any
         distribution of any kind or character to which the Holders of Notes
         would be entitled shall be made to the holders of such Senior
         Indebtedness (except that Holders of Notes may receive Permitted Junior
         Securities and payments made from the trust described under Article
         Thirteen).

                  The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety to another Person upon the terms and conditions set
forth in Article Eight shall not be deemed a dissolution, winding up,
liquidation, reorganization, assignment for the benefit of creditors or


                                      -73-
<PAGE>

marshalling of assets and liabilities of the Company for the purposes of this
Section if the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance, transfer or lease such
properties and assets substantially as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance, transfer or lease, comply
with the conditions set forth in Article Eight.

SECTION 1403. Suspension of Payment When Senior Indebtedness in Default.

                  Unless Section 1402 shall be applicable, neither the Company
nor any Subsidiary Guarantor shall make, directly or indirectly, (x) any payment
upon or in respect of the Notes (except in Permitted Junior Securities or from
the trust described under Article Thirteen) or (y) acquire any of the Notes for
cash or property or otherwise or make any other distribution with respect to the
Notes if (i) any default occurs and is continuing in the payment when due,
whether at maturity, upon any redemption, by declaration or otherwise, of any
amount of any Designated Senior Indebtedness (a "Payment Default") or (ii) any
other default occurs and is continuing with respect to Designated Senior
Indebtedness (a "Non-Payment Default") that permits holders of, or the trustee
or agent on behalf of the holders of, the Designated Senior Indebtedness as to
which such default relates to accelerate its maturity and the Trustee receives a
notice of such default (a "Payment Blockage Notice") from the trustee or agent
on behalf of holders of any Designated Senior Indebtedness. Payments on the
Notes may and shall be resumed (a) in the case of a Payment Default, upon the
date on which such default is cured or waived and (b) in case of a Non-Payment
Default, the earlier of the date on which such Non-Payment Default is cured or
waived or 179 days after the date on which the applicable Payment Blockage
Notice is received, unless a Payment Default has occurred and is continuing,
including as a result of the acceleration of the maturity of any Designated
Senior Indebtedness. After a Payment Blockage Notice is given for a Non-Payment
Default, no new period of payment blockage for a Non-Payment Default may be
commenced unless and until (i) 360 days have elapsed since the effectiveness of
the immediately prior Payment Blockage Notice and (ii) all scheduled payments of
principal, premium, if any, and interest and Additional Interest, if any, on the
Notes that have come due have been paid in full in cash. No Non-Payment Default
that existed or was continuing on the date of delivery of any Payment Blockage
Notice to the Trustee shall be, or be made, the basis for a subsequent Payment
Blockage Notice unless such Non-Payment Default shall have been cured or waived
for a period of not less than 90 days (it being acknowledged that any subsequent
action, or any breach of any financial covenants for a period commencing after
the date of delivery of any Payment Blockage Notice which, in either case, would
give rise to a default pursuant to any provision under which a default
previously existed or was continuing shall constitute a new default for this
purpose). Each Holder by its acceptance of a Note irrevocably agrees that if any
payment or payments shall be made pursuant to this Indenture by the Company or a
Subsidiary Guarantor and the amount or total amount of such payment or payments
exceeds the amount, if any, that such Holder would be entitled to receive upon
the proper application of the subordination provisions of this Indenture, the
payment of such excess amount shall be deemed null and void, and the Holder
agrees that it will be obligated to return the amount of the excess payment to
the Trustee, as instructed in a written notice of such excess payment, within
ten days of receiving such notice.

SECTION 1404. Payment Permitted if No Default.

                  Nothing contained in this Article or elsewhere in this
Indenture or in any of the Notes shall prevent the Company, at any time except
during the pendency of any case, proceeding, dissolution, liquidation or other
winding up, assignment for the benefit of creditors or other marshalling of
assets and liabilities of the Company referred to in Section 1402 or under the
conditions described in Section 1403, from making payments at any time of
principal of (and premium, if any) or interest or Additional Interest, if any,
on the Notes.

SECTION 1405. Subrogation to Rights of Holders of Senior Indebtedness.

                  Subject to the prior payment in full in cash of all Senior
Indebtedness, the Holders shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash,


                                      -74-
<PAGE>
property and securities applicable to the Senior Indebtedness until the
principal of (and premium, if any) and interest on the Notes shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of Senior Indebtedness of any cash, property or securities to which the
Holders of the Notes or the Trustee would be entitled except for the provisions
of this Article, and no payments over pursuant to the provisions of this Article
to the holders of Senior Indebtedness by Holders of the Notes or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Notes, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

SECTION 1406. Provisions Solely to Define Relative Rights.

                  The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders of the Notes on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Notes is
intended to or shall (a) impair, as between the Company and the Holders of the
Notes, the obligation of the Company, which is absolute and unconditional, to
pay to the Holders of the Notes the principal of (and premium, if any) and
interest on the Notes as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Notes and creditors of the Company other than the
holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any
Note from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article
Fourteen of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

SECTION 1407. Trustee to Effectuate Subordination.

                  Each Holder of a Note by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes. If upon
any dissolution, winding up or reorganization of the Company, whether in
bankruptcy, insolvency, receivership proceedings or otherwise, the Trustee does
not file a claim in such proceedings prior to 30 days before the expiration of
the time to file such claim, the holders of Senior Indebtedness or the Agents
may file such a claim on behalf of the holders of the Notes.

SECTION 1408. No Waiver of Subordination Provisions.

                  (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

                  (b) Without in any way limiting the generality of Subsection
(a) of this Section, the holders of Senior Indebtedness may, at any time and
from time to time, without the consent of or notice to the Trustee or the
Holders of the Notes, without incurring responsibility to the Holders of the
Notes and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of the Holders of the Notes to the holders
of Senior Indebtedness, do any one or more of the following: (1) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness or any instrument evidencing the same or any
agreement under which Senior Indebtedness is outstanding; (2) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (3) release any Person liable in any manner for
the collection or payment of Senior Indebtedness; and (4) exercise or refrain
from exercising any rights against the Company or any other Person.


                                      -75-
<PAGE>

SECTION 1409. Notice to Trustee.

                  (a) The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Notes. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the Notes,
unless and until the Trustee shall have received written notice thereof from the
Company, the Agent or a holder of Senior Indebtedness or from any trustee,
fiduciary or agent therefor; and, prior to the receipt of any such written
notice, the Trustee, subject to the provisions of Section 601, shall be entitled
in all respects to assume that no such facts exist; provided, however, that, if
the Trustee shall not have received the notice provided for in this Section at
least three Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (and premium, if any) or interest on any Note),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within three Business
Days prior to such date.

                  (b) Subject to the provisions of Section 601, the Trustee
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee,
fiduciary or agent therefor) to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee, fiduciary or agent therefor). In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 1410. Reliance on Judicial Order or Certificate of Liquidating Agent.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
601, and the Holders of the Notes shall be entitled to rely upon any order or
decree entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Notes, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 1411. Rights of Trustee As a Holder of Senior Indebtedness; Preservation
              of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 606.


                                      -76-
<PAGE>
SECTION 1412. Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying Agent
within its meaning as fully for all intents and purposes as if such Paying Agent
were named in this Article in addition to or in place of the Trustee; provided,
however, that Section 1411 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 1413. No Suspension of Remedies.

                  Nothing contained in this Article shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Article Five or to pursue any rights or remedies hereunder
or under applicable law. This Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Indenture.

SECTION 1414. Trustee Not Fiduciary for Holders of Senior Indebtedness.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness and shall not be liable to any such holders
if the Trustee shall mistakenly, in the absence of gross negligence or willful
misconduct, pay over or distribute to Holders of Notes or to the Company or to
any other person cash, property or securities to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article or otherwise. With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants or obligations as are specifically set
forth in this Article and no implied covenants or obligations with respect to
holders of Senior Indebtedness shall be read into this Indenture against the
Trustee.

                  This Indenture may be signed in any number of counterparts
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Indenture.


                                      -77-
<PAGE>
                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and attested, all as of the day and year first
above written.

                                              FLEMING COMPANIES, INC.

Attest:       /s/ Kirsten E. Richesson        By  /s/ Matthew H. Hildreth
         ---------------------------------        -----------------------------
         Name:  Kirsten E. Richesson              Name:  Matthew H. Hildreth
         Title: Associate General Counsel         Title: Senior Vice President,
                                                         Finance and Treasurer

                                              MANUFACTURERS AND TRADERS TRUST
                                              COMPANY


                                              By  /s/ Russell T. Whitley
                                                  -----------------------------
                                                  Name:  Russell T. Whitley
                                                  Title: Assistant Vice
                                                         President


                                      -78-
<PAGE>

                                              ABCO FOOD GROUP, INC.
                                              BAKER'S FOOD GROUP, INC.
                                              RAINBOW FOOD GROUP, INC.
                                              RETAIL INVESTMENTS, INC.

                                              Each, a Subsidiary Guarantor

                                              By  /s/ Louis F. Moore
                                                  -----------------------------
                                                  Name:  Louis F. Moore
                                                  Title: Vice President

                                              AG, L.L.C., a Subsidiary Guarantor

                                              By: Fleming Companies, Inc., sole
                                                  member

                                              By  /s/ Carlos M. Hernandez
                                                  -----------------------------
                                                  Name:  Carlos M. Hernandez
                                                  Title: Senior Vice President,
                                                         General Counsel and
                                                         Secretary

                                              FOOD 4 LESS BEVERAGE COMPANY,
                                              INC.,

                                              a Subsidiary Guarantor

                                              By  /s/ Charles L. Hall
                                                  -----------------------------
                                                  Name:  Charles L. Hall
                                                  Title: President

                                              ABCO MARKETS INC.
                                              ABCO REALTY CORP.
                                              AMERICAN LOGISTICS GROUP, INC.
                                              ARIZONA PRICE IMPACT, L.L.C.
                                              CARDINAL WHOLESALE, INC.
                                              DUNIGAN FUELS, INC.
                                              FAVAR CONCEPTS, LTD.
                                              FLEMING FOOD MANAGEMENT CO. L.L.C.
                                              FLEMING FOODS OF TEXAS L.P.
                                              FLEMING INTERNATIONAL LTD.
                                              FLEMING SUPERMARKETS OF FLORIDA,
                                                INC.
                                              FLEMING TRANSPORTATION SERVICE,
                                                INC.
                                              FLEMING WHOLESALE, INC.
                                              FUELSERV, INC.
                                              GATEWAY INSURANCE AGENCY, INC.
                                              LAS, INC.
                                              MINTER-WEISMAN CO.
                                              PIGGLY WIGGLY COMPANY
                                              PROGRESSIVE REALTY, INC.


                                      -79-
<PAGE>

                                              RETAIL SUPERMARKETS, INC.
                                              RFS MARKETING SERVICES, INC.
                                              RICHMAR FOODS, INC.
                                              SCRIVNER TRANSPORTATION, INC.

                                              Each, a Subsidiary Guarantor


                                              By  /s/ Carlos M. Hernandez
                                                  -----------------------------
                                                  Name: Carlos M. Hernandez
                                                  Title: Secretary


                                      -80-
<PAGE>
                                    EXHIBIT A

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


Re:      10-5/8% Series C Senior Subordinated Notes due 2007 of Fleming
         Companies, Inc.

         This Certificate relates to $______ principal amount of Notes held in
(a)[ ] global or *[ ] definitive form by ___________ (the "Transferor").

THE TRANSFEROR*:

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

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

In connection with any transfer of any of the Notes occurring prior to the
expiration of the period referred to in Rule 144(k) under the Securities Act of
1933, as amended (the "Securities Act"), after the later of the date of original
issuance of such Notes and the last date, if any, on which such Notes were owned
by the Company or any Affiliate of the Company, the undersigned confirms that
such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW:

(1)  [ ]   to the Company; or

(2)  [ ]   pursuant to an effective registration statement under the Securities
           Act; or

(3)  [ ]   inside the United States to a "qualified institutional buyer" (as
           defined in Rule 144A under the Securities Act) that purchases for its
           own account or for the account of a qualified institutional buyer to
           whom notice is given that such transfer is being made in reliance on
           Rule 144A, in each case pursuant to and in compliance with Rule 144A
           under the Securities Act; or

(4)  [ ]   outside the United states in an offshore transaction within the
           meaning of Regulation S under the Securities Act in compliance with
           Rule 904 under the Securities Act; or

(5)  [ ]   inside the United States to an institutional "accredited investor"
           (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
           the Securities Act) that, prior to such transfer, furnishes to the
           Trustee a signed letter containing certain representations and
           agreements (the form of which letter can be obtained from the
           Trustee) and an opinion of counsel acceptable to the Company that
           such transfer is in compliance with the restrictions set forth in the
           legend on the Notes; or


------------------------------------
(a)        Check appropriate box.


                                      A-1
<PAGE>

(6)  [ ]   pursuant to another available exemption from registration provided by
           Rule 144 under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes in the name of any person other than the registered holder thereof,
provided, however, that if box (4), (5) or (6) is checked, the Trustee may
require, prior to registering any such transfer of the Notes, such legal
opinions, certifications and other information as the Company has reasonably
requested to confirm that such transfer is being made pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act, such as the exemption provided by Rule 144 under such Act.


Date:    Your Name:
                                   ---------
                                               (Print your name exactly as it
                                               appears on the face of the Note)

                                   Your Signature:
                                                   ----------------------------
                                                   (Sign exactly as your name
                                                    appears on the Note)

                                   Social Security or Tax Identification
                                   No.:
                                        ---------------

                                   Signature Guarantee(a):
                                                           --------------------


              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing the Notes for its
own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act, and is aware that the
sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration provided by
Rule 144A.


Dated:
        --------------------------    -----------------------------------------
                                      NOTICE: To be executed by an
                                      executive officer


(a)      Participant in a recognized Signature Guarantee Medallion Program (or
         other signature guarantor acceptable to the Trustee).


                                      A-2
<PAGE>

                                    EXHIBIT B

                             FORM OF NOTE GUARANTEE


For value received, the undersigned hereby irrevocably and unconditionally
guarantees, jointly and severally, on a senior subordinated basis to each Holder
and to the Trustee, on behalf of the Holders, (i) the due and punctual payment
of the principal of, premium, if any, interest and Additional Interest, if any,
on each Note, when and as the same shall become due and payable, whether at
Stated Maturity or on a redemption date or pursuant to a Change of Control
Purchase Offer or an Asset Sale Offer, and whether by declaration of
acceleration, call for redemption, purchase or otherwise, the due and punctual
payment of interest on the overdue principal of, premium, if any, interest and
Additional Interest, if any, on the Notes, to the extent lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms of such Note and the Indenture and
(ii) in the case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that the same will be promptly paid in full when
due or performed in accordance with the terms of the extension or renewal, at
Stated Maturity or on a redemption date or pursuant to a Change of Control
Purchase Offer or an Asset Sale Offer, and whether by declaration of
acceleration, call for redemption, purchase or otherwise (the obligations in
clauses (i) and (ii) hereof being the "Guaranteed Obligations"). Capitalized
terms used but not defined shall have the meanings ascribed to them in the
Indenture dated as of October 15, 2001 among Fleming Companies, Inc., the
Subsidiary Guarantors named therein and Manufacturers and Traders Trust Company.

The Obligations of the Subsidiary Guarantors to the Holders of the Notes and to
the Trustee pursuant to this Note Guarantee and the Indenture are expressly set
forth in Article Twelve of the Indenture, and reference is hereby made to such
Indenture for the precise terms of this Note Guarantee. The terms of Article
Twelve of the Indenture are incorporated herein by reference.

In certain circumstances more fully described in the Indenture, any Subsidiary
Guarantor may be released from its liability under this Note Guarantee, and any
such release will be effective whether or not noted herein.

This Note Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Note upon which this Note Guarantee is
noted shall have been executed by the Trustee under the Indenture by the manual
signature of one of its authorized officers.

     THIS GUARANTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


                                      B-1
<PAGE>

                  IN WITNESS WHEREOF, each Subsidiary Guarantor has caused its
Note Guarantee to be duly executed.

Date:
         ------------
                                            ABCO FOOD GROUP, INC.
                                            BAKER'S FOOD GROUP, INC.
                                            RAINBOW FOOD GROUP, INC.
                                            RETAIL INVESTMENTS, INC.
                                            Each, a Subsidiary Guarantor

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


                                            AG, L.L.C., a Subsidiary Guarantor
                                            By: Fleming Companies, Inc., sole
                                                member

Attest:                                     By
         -------------------------------       ------------------------------
         Name:                                 Name:  Carlos M. Hernandez
         Title:                                Title: Senior Vice President,
                                                      General Counsel and
                                                      Secretary

                                            FOOD 4 LESS BEVERAGE COMPANY, INC.,
                                            a Subsidiary Guarantor

Attest:                                     By
         -------------------------------       ------------------------------
         Name:                                 Name:  Charles L. Hall
         Title:                                Title: President


                                            ABCO MARKETS INC.
                                            ABCO REALTY CORP.
                                            AMERICAN LOGISTICS GROUP, INC.
                                            ARIZONA PRICE IMPACT, L.L.C.
                                            CARDINAL WHOLESALE, INC.
                                            DUNIGAN FUELS, INC.
                                            FAVAR CONCEPTS, LTD.
                                            FLEMING FOOD MANAGEMENT CO. L.L.C.
                                            FLEMING FOODS OF TEXAS L.P.
                                            FLEMING INTERNATIONAL LTD.
                                            FLEMING SUPERMARKETS OF FLORIDA,
                                              INC.
                                            FLEMING TRANSPORTATION SERVICE, INC.
                                            FLEMING WHOLESALE, INC.
                                            FUELSERV, INC.
                                            GATEWAY INSURANCE AGENCY, INC.
                                            LAS, INC.


                                      B-2
<PAGE>
                                            MINTER-WEISMAN CO.
                                            PIGGLY WIGGLY COMPANY
                                            PROGRESSIVE REALTY, INC.
                                            RETAIL SUPERMARKETS, INC.
                                            RFS MARKETING SERVICES, INC.
                                            RICHMAR FOODS, INC.
                                            SCRIVNER TRANSPORTATION, INC.
                                            Each, a Subsidiary Guarantor


Attest:                                     By
         -------------------------------       ----------------------------
         Name:                                 Name:  Carlos M. Hernandez
         Title:                                Title: Secretary


                                      B-3
<PAGE>

                                    EXHIBIT C

                FORM OF INSTITUTIONAL ACCREDITED INVESTOR LETTER

                  In connection with our proposed purchase of $_______ aggregate
principal amount of 10-5/8% Series C Senior Subordinated Notes due 2007 (the
"Notes") of FLEMING COMPANIES, INC., an Oklahoma corporation (the "Issuer"), we
confirm that:

                  1. We understand that the Notes have not been registered under
         the Securities Act of 1933, as amended (the "Securities Act"), and may
         not be sold except as permitted in the following sentence. We agree on
         our own behalf and on behalf of any investor account for which we are
         purchasing Notes to offer, sell or otherwise transfer such Notes prior
         to the date which is two years after the later of the date of original
         issue and the last date on which the Issuer or any affiliate of the
         Issuer was the owner of such Notes (or any predecessor thereto) (the
         "Resale Restriction Termination Date") only (a) to the Issuer, (b)
         pursuant to a registration statement which has been declared effective
         under the Securities Act, (c) for so long as the Notes are eligible for
         resale pursuant to Rule 144A under the Securities Act, to a person we
         reasonably believe is a qualified institutional buyer under Rule 144A
         (a "QIB") that purchases for its own account or for the account of a
         QIB and to whom notice is given that the transfer is being made in
         reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S.
         persons that occur outside the United States within the meaning of
         Regulation S under the Securities Act, (e) to an institutional
         "accredited investor" within the meaning of subparagraph (a)(1), (2),
         (3) or (7) of Rule 501 under the Securities Act that is acquiring the
         Notes for investment purposes and not with a view to, or for offer or
         sale in connection with, any distribution in violation of the
         Securities Act, or (f) pursuant to any other available exemption from
         the registration requirements of the Securities Act, subject in each of
         the foregoing cases to any requirement of law that the disposition of
         our property or the property of such investor account or accounts be at
         all times within our or their control and to compliance with any
         applicable state securities laws. The foregoing restrictions on resale
         will not apply subsequent to the Resale Restriction Termination Date.
         If any resale or other transfer of the Notes is proposed to be made
         pursuant to clause (e) above prior to the Resale Restriction
         Termination Date, the transferor shall deliver a letter from the
         transferee substantially in a form of this letter to the Trustee, which
         shall provide, among other things, that the transferee is an
         institutional "accredited investor" within the meaning of subparagraph
         (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act and that
         it is acquiring such Notes for investment purposes and not for
         distribution in violation of the Securities Act. Each purchaser
         acknowledges that the Issuer and the Trustee reserve the right prior to
         any offer, sale or other transfer prior to the Resale Restriction
         Termination Date of the Notes pursuant to clauses (d), (e) and (f)
         above to require the delivery of an opinion of counsel, certifications
         and/or other information satisfactory to the Issuer and the Trustee.

                  2. We are an institutional "accredited investor" (as defined
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act) purchasing for our own account or for the account of such an
         institutional "accredited investor", and we are acquiring the Notes for
         investment purposes and not with a view to, or for offer or sale in
         connection with, any distribution in violation of the Securities Act
         and we have such knowledge and experience in financial and business
         matters as to be capable of evaluating the merits and risks of our
         investment in the Notes, and we and any accounts for which we are
         acting are each able to bear the economic risk of our or its
         investment.

                  3. We are acquiring the Notes purchased by us for our own
         account or for one or more accounts as to each of which we exercise
         sole investment discretion.


                                       C-1
<PAGE>

                  4. You are entitled to rely upon this letter and you are
         irrevocably authorized to produce this letter or a copy hereof to any
         interested party in any administrative or legal proceeding or official
         inquiry with respect to the matters covered hereby.

                                       Very truly yours,

                                       By:
                                           ------------------------------------
                                            (Name of Purchaser)

                                       Date:

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

                  Name:

                  Address:

                  Taxpayer ID Number:


                                      C-2