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                                                                  EXECUTION COPY
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                             FLEMING COMPANIES, INC.

                                             ISSUER

                                       TO

                     MANUFACTURERS AND TRADERS TRUST COMPANY

                                             TRUSTEE

                     THE SUBSIDIARY GUARANTORS NAMED HEREIN

                                             GUARANTORS


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



                                    INDENTURE


                            Dated as of July 25, 1997


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



                                  $250,000,000


                   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 JULY 25, 1997



TRUST INDENTURE
  ACT SECTION                                          INDENTURE SECTION


Section 310(a)(1).......................................    607(a)
           (a)(2).......................................    607(a)
           (b)..........................................    607(b), 608
Section 312(c)..........................................    701
Section 314(a)..........................................    703
           (a)(4).......................................    1008(a)
           (c)(1).......................................    102
           (c)(2).......................................    102
           (e)..........................................    102
Section 315(b)..........................................    601
Section 316(a)(last
           sentence)....................................    101 ("Outstanding")
           (a)(1)(A)....................................    502, 512
           (a)(1)(B)....................................    513
           (b)..........................................    508
           (c)..........................................    104(d)
Section 317(a)(1).......................................    503
           (a)(2).......................................    504
           (b)..........................................    1003
Section 318(a)..........................................    111


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

<PAGE>
                              TABLE OF CONTENTS

SECTION                                                                     PAGE

PARTIES....................................................................... 1
RECITALS OF THE COMPANY....................................................... 1

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101.  Definitions...................................................   2
           "Acquired Indebtedness"..........................................   2
           "Act"............................................................   2
           "Affiliate"......................................................   3
           "Asset Sale".....................................................   3
           "Average Life to Stated Maturity"................................   3
           "Bankruptcy Law".................................................   3
           "Banks"..........................................................   3
           "Board of Directors".............................................   3
           "Board Resolution"...............................................   4
           "Borrowing Base Amount"..........................................   4
           "Business Day"...................................................   4
           "Capital Lease Obligation".......................................   4
           "Capital Stock"..................................................   4
           "Change of Control"..............................................   4
           "Change of Control Purchase Date"................................   5
           "Change of Control Purchase Offer"...............................   5
           "Change of Control Purchase Price"...............................   5
           "Change of Control Triggering Event".............................   5
           "Commission".....................................................   5
           "Common Stock"...................................................   5
           "Company"........................................................   5
           "Company Request" or "Company Order".............................   6
           "Consolidated"...................................................   6
           "Consolidated Fixed Charge Coverage Ratio".......................   6
           "Consolidated Income Tax Expense"................................   6
           "Consolidated Interest Expense"..................................   6
           "Consolidated Net Income"........................................   7
           "Consolidated Net Sales".........................................   7
           "Consolidated Net Worth".........................................   7

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

<PAGE>

SECTION                               ii                                    PAGE

           "Consolidated Non-Cash Charges"..................................   8
           "Consolidated Tangible Assets"...................................   8
           "Consolidated Total Assets"......................................   8
           "Corporate Trust Office".........................................   8
           "Currency Agreements"............................................   8
           "Custodian"......................................................   8
           "Default"........................................................   8
           "Defaulted Interest".............................................   8
           "Depositary".....................................................   9
           "Designated Senior Indebtedness".................................   9
           "Disinterested Director".........................................   9
           "Equity Interest"................................................   9
           "Event of Default"...............................................   9
           "Exchange Act"...................................................   9
           "Exchange Notes".................................................   9
           "Exchange Offer".................................................   9
           "Exchange Offer Registration Statement"..........................   9
           "Excluded Non-Cash Charges"......................................   9
           "Fair Market Value"..............................................  10
           "Fixed Rate Senior Note Indenture"...............................  10
           "Fixed Rate Senior Notes"........................................  10
           "Floating Rate Senior Note Indenture"............................  10
           "Floating Rate Senior Notes".....................................  10
           "Generally Accepted Accounting Principles" or "GAAP".............  10
           "Guaranteed Debt"................................................  10
           "Guaranteed Obligations".........................................  10
           "Holder".........................................................  11
           "Indebtedness"...................................................  11
           "Indenture"......................................................  11
           "Initial Notes"..................................................  11
           "Interest Payment Date"..........................................  12
           "Interest Rate Agreements".......................................  12
           "Investee Store".................................................  12
           "Investment".....................................................  12
           "Investment Grade"...............................................  12
           "Joint Venture"..................................................  12
           "Lien"...........................................................  13
           "Liquidated Damages".............................................  13
           "Maturity".......................................................  13
           "Medium-Term Notes"..............................................  13
           "Medium-Term Notes Indenture"....................................  13
           "Moody's"........................................................  13
<PAGE>
SECTION                              iii                                   PAGE


           "Net Proceeds"...................................................  13
           "Net Property and Equipment".....................................  13
           "New Credit Agreement"...........................................  13
           "9 1/2% Debentures"..............................................  14
           "9 1/2% Debentures Indenture"....................................  14
           "Non-Payment Default"............................................  14
           "Non-Recourse Debt"..............................................  14
           "Note Guarantee".................................................  14
           "Notes"..........................................................  14
           "Notes due 2004".................................................  14
           "Notes due 2004 Indenture".......................................  14
           "Obligations"....................................................  14
           "Offering".......................................................  15
           "Officers' Certificate"..........................................  15
           "Opinion of Counsel".............................................  15
           "Outstanding"....................................................  15
           "PARI PASSU Indebtedness"........................................  16
           "Paying Agent"...................................................  16
           "Payment Blockage Notice"........................................  16
           "Payment Default"................................................  16
           "Permitted Consideraton".........................................  16
           "Permitted Indebtedness".........................................  16
           "Permitted Investment"...........................................  19
           "Permitted Junior Securities"....................................  20
           "Permitted Liens"................................................  20
           "Permitted Receivables Financing"................................  22
           "Person".........................................................  22
           "Predecessor Note"...............................................  22
           "Preferred Stock"................................................  22
           "Prior Indentures"...............................................  22
           "Public Equity Offering".........................................  22
           "Qualified Capital Stock"........................................  23
           "Qualified Finance Subsidiary"...................................  23
           "Qualified TIPS Transaction".....................................  23
           "Qualified Subordinated Indebtedness"............................  23
           "Rating Agency"..................................................  23
           "Rating Category"................................................  23
           "Rating Decline".................................................  24
           "Redeemable Capital Stock".......................................  24
           "Redemption Date"................................................  24
           "Redemption Price"...............................................  24
           "Registration Rights Agreement"..................................  24
<PAGE>
SECTION                               iv                                    PAGE

           "Regular Record Date"............................................  24
           "Regulation S"...................................................  24
           "Regulation S Global Note".......................................  24
           "Responsible Officer"............................................  24
           "Restricted Global Note".........................................  25
           "Restricted Subsidiary"..........................................  25
           "Rule 144A"......................................................  25
           "Securities Act".................................................  25
           "Security Register" and "Security Registrar".....................  25
           "Senior Indebtedness"............................................  25
           "Senior Note Guarantees".........................................  26
           "Significant Subsidiary".........................................  26
           "S&P"............................................................  26
           "Special Record Date"............................................  26
           "Stated Maturity"................................................  26
           "Subordinated Indebtedness"......................................  26
           "Subsidiary".....................................................  26
           "Subsidiary Guarantor"...........................................  26
           "Tangible Assets"................................................  26
           "Temporary Cash Investments".....................................  27
           "Transferred Receivables"........................................  27
           "Trust Indenture Act"............................................  27
           "Trustee"........................................................  27
           "Unrestricted Subsidiary"........................................  27
           "U.S. Government Obligations"....................................  28
           "Vice President".................................................  29
           "Voting Stock"...................................................  29
           "Wholly Owned Restricted Subsidiary".............................  29
102.  Compliance Certificates and Opinions..................................  29
103.  Form of Documents Delivered to Trustee................................  30
104.  Acts of Holders.......................................................  30
105.  Notices, Etc., to Trustee, Company and Subsidiary Guarantors..........  32
106.  Notice to Holders; Waiver.............................................  32
107.  Effect of Headings and Table of Contents..............................  33
108.  Successors and Assigns................................................  33
109.  Separability Clause...................................................  33
110.  Benefits of Indenture.................................................  33
111.  Governing Law.........................................................  33
112.  Legal Holidays........................................................  33

<PAGE>
SECTION                                v                                    PAGE

 
                                  ARTICLE TWO

                                  Note Forms

201.  Forms Generally.......................................................  34
202.  Restrictive Legends...................................................  35
203.  Form of Face of Note..................................................  37
204.  Form of Reverse of Note...............................................  38
205.  Form of Trustee's Certificate of Authentication.......................  42

                                ARTICLE THREE

                                  The Notes

301.  Title and Terms.......................................................  42
302.  Denominations.........................................................  43
303.  Execution, Authentication, Delivery and Dating........................  43
304.  Temporary Notes.......................................................  44
305.  Registration, Registration of Transfer and Exchange...................  45
306.  Mutilated, Destroyed, Lost and Stolen Notes...........................  46
307.  Payment of Interest; Interest Rights Preserved........................  47
308.  Persons Deemed Owners.................................................  48
309.  Cancellation..........................................................  48
310.  Computation of Interest...............................................  49
311.  Book-Entry Provisions for Global Notes................................  49
312.  Transfer and Exchange.................................................  50
313.  CUSIP Numbers.......................................................... 54

                                  ARTICLE FOUR

                           Satisfaction and Discharge

401.  Satisfaction and Discharge of Indenture...............................  54
402.  Application of Trust Money......................................... ... 55

                                   ARTICLE FIVE

                                      Remedies

501.  Events of Default.....................................................  56
502.  Acceleration of Maturity; Rescission and Annulment....................  58
503.  Collection of Indebtedness and Suits for Enforcement by
        Trustee.............................................................  59

<PAGE>

SECTION                               vi                                    PAGE

504.  Trustee May File Proofs of Claim......................................  60
505.  Trustee May Enforce Claims Without Possession of Notes................  61
506.  Application of Money Collected........................................  61
507.  Limitation on Suits...................................................  61
508.  Unconditional Right of Holders to Receive Principal, Premium
        and Interest........................................................  62
509.  Restoration of Rights and Remedies....................................  62
510.  Rights and Remedies Cumulative........................................  63
511.  Delay or Omission Not Waiver..........................................  63
512.  Control by Holders....................................................  63
513.  Waiver of Past Defaults...............................................  64
514.  Waiver of Stay or Extension Laws......................................  64
515.  Notice of Defaults....................................................  64

                                    ARTICLE SIX

                                     The Trustee

601.  Notice of Defaults....................................................  65
602.  Certain Rights of Trustee.............................................  65
603.  Trustee Not Responsible for Recitals or Issuance of Notes.............  66
604.  May Hold Notes........................................................  67
605.  Money Held in Trust...................................................  67
606.  Compensation and Reimbursement........................................  67
607.  Corporate Trustee Required; Eligibility...............................  68
608.  Resignation and Removal; Appointment of Successor.....................  68
609.  Acceptance of Appointment by Successor................................  69
610.  Merger, Conversion, Consolidation or Succession to Business...........  70

                                  ARTICLE SEVEN
  
      Holders' Lists and Reports by Trustee, Company and Subsidiary Guarantors

701.  Disclosure of Names and Addresses of Holders..........................  70
702.  Reports by Trustee....................................................  71
703.  Reports by Company and Subsidiary Guarantors..........................  71

<PAGE>

SECTION                               vii                                   PAGE


                                ARTICLE EIGHT

                   Consolidation, Merger, Sale of Assets

801.  Company May Consolidate, Etc., Only on Certain Terms..................  72
802.  Successor Substituted.................................................  74
803.  Notes to Be Secured in Certain Events.................................  74

                                    ARTICLE NINE

                             Supplemental Indentures

901.  Supplemental Indentures Without Consent of Holders....................  74
902.  Supplemental Indentures with Consent of Holders.......................  75
903.  Execution of Supplemental Indentures..................................  76
904.  Effect of Supplemental Indentures.....................................  77
905.  Conformity with Trust Indenture Act...................................  77
906.  Reference in Notes to Supplemental Indentures.........................  77
907.  Notice of Supplemental Indentures.....................................  77

                                    ARTICLE TEN

                                     Covenants

1001.  Payment of Principal, Premium, If Any, and Interest..................  78
1002.  Maintenance of Office or Agency......................................  78
1003.  Money for Note Payments to Be Held in Trust..........................  79
1004.  Corporate Existence..................................................  80
1005.  Payment of Taxes and Other Claims....................................  80
1006.  Maintenance of Properties............................................  81
1007.  Insurance............................................................  81
1008.  Statement by Officers as to Default..................................  81
1009.  Purchase of Notes Upon a Change of Control Triggering Event..........  81
1010.  Limitation on Indebtedness...........................................  83
1011.  Limitation on Restricted Payments....................................  83
1012.  Limitation on Layering Indebtedness..................................  86
1013.  Limitation on Transactions with Affiliates...........................  86
1014.  Limitation on Liens Securing PARI PASSU Indebtedness or
        Subordinated Indebtedness...........................................  87
1015.  Limitation on Dividend and Other Payment Restrictions Affecting 
         Subsidiaries.......................................................  88
1016.  Limitation on Sale of Assets.........................................  89

<PAGE>

SECTION                               viii                                  PAGE


1017.  Limitation on Issuances and Sales of Capital Stock of 
         Subsidiaries.......................................................  91
1018.  Additional Guarantees................................................  91
1019.  Provision of Financial Statements; Rule 144A Information.............  92
1020.  Payment for Consent..................................................  92
1021.  Termination of Certain Covenants in Event of Investment Grade 
         Rating.............................................................  92
1022.  Waiver of Certain Covenants..........................................  93

                                 ARTICLE ELEVEN

                               Redemption of Notes

1101.  Right of Redemption..................................................  93
1102.  Applicability of Article.............................................  94
1103.  Election to Redeem; Notice to Trustee................................  94
1104.  Selection by Trustee of Notes to Be Redeemed.........................  94
1105.  Notice of Redemption.................................................  94
1106.  Deposit of Redemption Price..........................................  95
1107.  Notes Payable on Redemption Date.....................................  95
1108.  Notes Redeemed in Part...............................................  96

                                 ARTICLE TWELVE

                                 Note Guarantees

1201.  Note Guarantees......................................................  96
1202.  Execution and Delivery of Note Guarantee.............................  98
1203.  Obligations of the Subsidiary Guarantors Unconditional...............  98
1204.  Ranking of Note Guarantees...........................................  99
1205.  Limitation of Note Guarantees........................................  99
1206.  Release of Subsidiary Guarantors.....................................  99
1207.  Subsidiary Guarantors May Consolidate, Etc., on Certain Terms........ 100

                                ARTICLE THIRTEEN

                      Defeasance and Covenant Defeasance

1301.  Company's Option to Effect Defeasance or Covenant Defeasance......... 101
1302.  Defeasance and Discharge............................................. 101
1303.  Covenant Defeasance.................................................. 101
1304.  Conditions to Defeasance or Covenant Defeasance...................... 102
1305.  Deposited Money and U.S. Government Obligations to Be Held in 
        Trust; Other Miscellaneous Provisions............................... 103
1306.  Reinstatement........................................................ 104

<PAGE>

SECTION                               ix                                    PAGE

                               ARTICLE FOURTEEN

                            Subordination of Notes

1401.  Notes Subordinate to Senior Indebtedness............................. 105
1402.  Payment Over of Proceeds upon Dissolution, etc....................... 105
1403.  Suspension of Payment When Senior Indebtedness in Default............ 106
1404.  Payment Permitted If No Default...................................... 107
1405.  Subrogation to Rights of Holders of Senior Indebtedness.............. 107
1406.  Provisions Solely to Define Relative Rights.......................... 107
1407.  Trustee to Effectuate Subordination.................................. 108
1408.  No Waiver of Subordination Provisions................................ 108
1409.  Notice to Trustee.................................................... 109
1410.  Reliance on Judicial Order or Certificate of Liquidating
        Agent............................................................... 109
1411.  Rights of Trustee As a Holder of Senior Indebtedness; Preservation
        of Trustee's Rights................................................. 110
1412.  Article Applicable to Paying Agents.................................. 110
1413.  No Suspension of Remedies............................................ 110
1414.  Trustee Not Fiduciary for Holders of Senior Indebtedness............. 110


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

Schedule A Indebtedness Outstanding on the Date of the Indenture 
Schedule B Leases with PDM, Inc. Outstanding on the Date of the Indenture
Schedule C Dividend and Other Payment Restrictions in Existence on the Date 
             of the Indenture



<PAGE>

          INDENTURE, dated as of July 25, 1997 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 6301 
Waterford Boulevard, P.O. Box 26647, Oklahoma City, Oklahoma 73126, each of 
the Subsidiary Guarantors (as hereinafter defined), and Manufacturers and 
Traders Trust Company, a New York banking corporation and trust company, 
trustee (herein called, the "Trustee").

                             RECITALS OF THE COMPANY

          The Company has duly authorized the creation of an issue of 10-5/8% 
Senior Subordinated Notes due 2007 (the "Initial Notes") and 10-5/8% Series B 
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:

<PAGE>
                                       2

                                  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" 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 the date of this Indenture; 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.

<PAGE>
                                       3

          "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 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 New 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.

<PAGE>
                                       4

          "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 

<PAGE>
                                       5

exchanged for cash, securities or other property, other than any such 
transaction where the outstanding Voting Stock of the Company is not changed 
or exchanged at all (except to the extent necessary to reflect a change in 
the jurisdiction of incorporation of the Company) or where (A) the 
outstanding Voting Stock of the Company is changed into or exchanged for (x) 
Voting Stock of the surviving corporation which is not Redeemable Capital 
Stock or (y) cash, securities or other property (other than Capital Stock of 
the surviving corporation) in an amount which could be paid by the Company as 
a Restricted Payment as described under Section 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.

<PAGE>
                                       6

          "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) deducted 
in computing Consolidated Net Income, in each case, for such period, of the 
Company and its Restricted Subsidiaries on a Consolidated basis, all 
determined in accordance with GAAP 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 

<PAGE>
                                       7

(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 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 

<PAGE>
                                       8

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 50 Broadway - 7th Floor, New York, New York 10004.

          "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.

<PAGE>
                                       9

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

          "Designated Senior Indebtedness" means (i) any Senior Indebtedness 
outstanding under the New Credit Agreement; (ii) any Senior Indebtedness in 
respect of the Fixed Rate Senior Notes, the Floating Rate Senior Notes, the 
9-1/2% Debentures and the Medium-Term 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 in accordance with the 
Exchange Offer, as provided for in the Registration Rights Agreement and this 
Indenture.

          "Exchange Offer" means the offer by the Company to the Holders of 
the Initial Notes to exchange all of the Initial Notes for Exchange Notes, as 
provided for in the Registration Rights Agreement.

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

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

<PAGE>
                                      10

of such facilities or discontinuance of operations at such facilities or (B) 
other consolidation and restructuring of facilities and operations.

          "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.

          "Fixed Rate Senior Note Indenture" means the Indenture dated as of 
December 15, 1994 among the Company, as issuer, each of the subsidiary 
guarantors named therein as guarantors, and Texas Commerce Bank, National 
Association, as trustee. 

          "Fixed Rate Senior Notes" means the 10-5/8% Senior Notes due 2001 of 
the Company. 

          "Floating Rate Senior Note Indenture" means the Indenture dated as 
of December 15, 1994 among the Company, as issuer, each of the subsidiary 
guarantors named therein as guarantors, and Texas Commerce Bank, National 
Association, as trustee. 

          "Floating Rate Senior Notes" means the Floating Rate Senior Notes 
due 2001 of the Company. 

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

          "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.

<PAGE>
                                      11

          "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.

<PAGE>
                                      12

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

          "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). 

<PAGE>
                                      13

          "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. 

          "Liquidated Damages" means all liquidated damages then owing 
pursuant to Section 5 of the Registration Rights Agreement.

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

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

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

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

          "Net Proceeds" means the aggregate cash proceeds received by the 
Company or any of its Restricted Subsidiaries in respect of any Asset Sale 
(including, without limitation, any cash received upon the sale or other 
disposition of any non-cash consideration received in any Asset Sale), net of 
the direct costs relating to such Asset Sale (including, without limitation, 
legal, accounting and investment banking fees, and sales commissions), any 
relocation expenses incurred as a result thereof, any taxes paid or payable 
by the Company or any of its Restricted Subsidiaries as a result thereof 
(after taking into account any available tax credits or deductions and any 
tax sharing arrangements), amounts required to be applied to the 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. 

          "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. 

          "New Credit Agreement" means the credit agreement to be entered 
into 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, 

<PAGE>
                                      14

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). 

          "9 1/2% Debentures" means the 9 1/2% Debentures due 2016 of the 
Company. 

          "9 1/2% Debentures Indenture" means the Indenture dated March 15, 
1986 between the Company and First Trust National Association, as trustee. 

          "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 the Notes due 2004 Indenture or this 
Indenture, as applicable. 

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

          "Notes due 2004" mean the 10 1/2% Senior Subordinated Notes due 
2004 of the Company.

          "Notes due 2004 Indenture" means the Indenture, dated as of July 
25, 1997, among the Company, the Subsidiary Guarantors and Manufacturers and 
Traders Trust Company, relating to the Notes due 2004.

          "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. 

<PAGE>
                                      15

          "Offering" means the sale of the Notes and the Notes due 2004 by 
the Company to Bear, Stearns & Co. Inc., Chase Securities Inc., BancAmerica 
Securities, Inc. and Societe Generale Securities Corporation 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

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

<PAGE>
                                      16

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 Indentures, (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 the 
date of the Indenture 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 New Credit Agreement in an aggregate principal amount
     at any one time outstanding not to exceed the greater of (x) $850 million
     (after giving PRO FORMA effect to the use of proceeds of the Offering) less
     mandatory repayments actually made in respect of any term Indebtedness
     thereunder (other than amounts 

<PAGE>
                                      17

     refinanced as permitted under the definition of the New Credit 
     Agreement) or (y) the Borrowing Base Amount less mandatory repayments 
     (other than amounts refinanced as permitted under the definition of the 
     New Credit Agreement) actually made in respect of any term Indebtedness 
     thereunder;
     
          (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 (xv) of this 
     definition of "Permitted Indebtedness" does not exceed the greater of 
     (x) $850 million (after giving PRO FORMA effect to the use of proceeds 
     of the Offering) less mandatory repayments actually made in respect of 
     any term Indebtedness under the New Credit Agreement (other than amounts 
     refinanced as permitted under clause (xviii) hereof) or (y) the 
     Borrowing Base Amount less mandatory repayments actually made in respect 
     of any term Indebtedness under the New Credit Agreement (other than 
     amounts refinanced as permitted under clause (xviii) hereof); 
     
          (iii) Indebtedness of the Company evidenced by the Fixed Rate Senior 
     Notes and the Senior Note Guarantees with respect thereto under the Fixed 
     Rate Senior Note Indenture; 
     
          (iv)  Indebtedness of the Company evidenced by the Floating Rate 
     Senior Notes and the Senior Note Guarantees with respect thereto under 
     the Floating Rate Senior Note Indenture; 
     
          (v)   Indebtedness of the Company evidenced by the Medium-Term Notes 
     under the Medium-Term Notes Indenture; 
     
          (vi)  Indebtedness of the Company evidenced by the 9 1/2% Debentures 
     under the 9 1/2% Debentures Indenture; 
     
          (vii)  Indebtedness of the Company evidenced by the Notes due 
     2004 and the Note Guarantees with respect thereto under the Notes due 
     2004 Indenture; 
     
          (viii)  Indebtedness of the Company evidenced by the Notes and the 
     Note Guarantees with respect thereto under this Indenture; 
     
          (ix)  Indebtedness of the Company or any Restricted Subsidiary 
     outstanding on the date of the Indenture and listed on Schedule A 
     attached hereto; 
     
          (x)  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 

<PAGE>
                                      18

     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; 
     
          (xi)  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 (xi); 
     
          (xii) Indebtedness in respect of letters of credit, surety 
     bonds and performance bonds provided in the ordinary course of business; 
     
          (xiii) 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; 
     
          (xiv) 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; 
     
          (xv) 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 (xv) 
     of this definition of "Permitted Indebtedness" does not exceed the 
     greater of (x) $850 million (after giving PRO FORMA effect to the use of 
     proceeds of the Offering) less mandatory repayments actually made in 
     respect of any term Indebtedness under the New Credit Agreement (other 
     than amounts refinanced as permitted under clause (xviii) hereof) or (y) 
     the Borrowing Base Amount less mandatory repayments actually made in 
     respect of any term Indebtedness under the New Credit Agreement (other 
     than amounts refinanced as permitted under clause (xviii) hereof); 
     
          (xvi) 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 

<PAGE>
                                      19

     the Transferred Receivables or in the case of receivables arising from 
     direct financing leases, 30% of the book value thereof; 
     
          (xvii) Indebtedness of the Company and its Subsidiaries in 
     addition to that described in clauses (i) through (xvi) of this 
     definition of "Permitted Indebtedness," together with any other 
     outstanding Indebtedness incurred pursuant to this clause (xvii), not to 
     exceed $100 million at any time outstanding in the aggregate; and 
     
          (xviii) any renewals, extensions, substitutions, refunding, 
     refinancings or replacements (each, a "refinancing") of any Indebtedness 
     described in clauses (ii), (iii), (v), (vi), (vii), (viii), (ix) and 
     (xv) 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; PROVIDED that with respect to the Medium-Term Notes, a 
     refinancing shall be deemed to include a repayment of any such 
     Medium-Term Notes and subsequent incurrence of Indebtedness so long as 
     (I) after giving effect to such repayment and subsequent incurrence of 
     new Indebtedness, the aggregate principal amount of Medium-Term Notes 
     and such new Indebtedness does not exceed the principal amount of 
     Medium-Term Notes outstanding on the date of the Indenture and (II) 
     clauses (A) through (C) of this subsection (xviii) are complied with. 

          "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 (xi) 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 

<PAGE>
                                      20

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, 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; 

          (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 

<PAGE>
                                      21

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

<PAGE>
                                      22

          (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.

          "Prior Indentures" means the 9 1/2% Debentures Indenture, the 
Medium-Term Notes Indenture, the Fixed Rate Senior Note Indenture and the 
Floating Rate Senior Note Indenture. 

          "Public Equity Offering" means (i) with respect to the provisions 
of the Indenture permitting redemption of up to 35% of the Notes at the 
option of the Company 

<PAGE>
                                      23

within 180 days of a Public Equity Offering, a primary public offering of 
equity securities of the Company, and (ii) with respect to the last sentence 
of Section 1017, a primary or secondary public offering of equity securities 
of 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 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 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.

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

          "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).

<PAGE>
                                     24 

          "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.

          "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 

<PAGE>
                                     25 

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 New
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, 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 (w) any liability for federal, state, local or
other taxes owed or owing by the 

<PAGE>
                                     26 

Company or any Subsidiary Guarantor, (x) any Indebtedness of the Company or 
any Subsidiary Guarantor to any of its Restricted Subsidiaries or other 
Affiliates, (y) any trade payables or (z) any Indebtedness that is incurred 
in violation of this Indenture.

          "Senior Note Guarantees" means any guarantee by a Subsidiary Guarantor
as defined in the Fixed Rate Senior Note Indenture and the Floating Rate Senior
Note Indenture of the Company's obligations under such indentures.

          "Significant Subsidiary" of the Company means any Subsidiary of the
Company that is a "significant subsidiary" as defined in Rule 1.02(w) of
Regulation S-X under the Securities 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, in each case as applicable, 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 this 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 

<PAGE>
                                     27 

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 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; 

<PAGE>
                                     28 

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

<PAGE>
                                     29 

          "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

<PAGE>
                                     30 

          (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.

          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.

<PAGE>
                                     31 

          (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.

          (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.

<PAGE>
                                     32 

          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.

<PAGE>
                                     33 

          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.

          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, and PROVIDED FURTHER that with respect
to any such payment due on January 31, such payment may be made on the preceding
Business Day.

<PAGE>
                                        34 
                                         
                                   ARTICLE TWO

                                   NOTE FORMS

          SECTION 201.  FORMS GENERALLY.

          The Initial Notes shall be known as the "10 5/8% Senior Subordinated
Notes due 2007" and the Exchange Notes shall be known as the "10 5/8% Series B
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. 

          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 Cedel Bank, SOCIETE 

<PAGE>
                                        35 

ANONYME ("Cedel"), 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"):

     THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
     TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTE
     EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
     ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
     PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
     MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE 
     SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE 

<PAGE>
                                        36 

     HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER 
     THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY 
     (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED 
     INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
     A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
     THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON (AS DEFINED IN RULE
     902 UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
     RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (IN THE
     CASE OF (b), (c) OR (d), UPON AN OPINION OF COUNSEL IF THE ISSUER OR 
     TRUSTEE, REGISTRAR OR TRANSFER AGENT FOR THE NOTES SO REQUESTS), (2) TO THE
     ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH 
     CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
     UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL,
     AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF 
     THE NOTE EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) 
     ABOVE.

          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.


<PAGE>
                                        37 

          SECTION 203.  FORM OF FACE OF NOTE.

                             FLEMING COMPANIES, INC.

                   10 5/8% 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 July 25, 1997, 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 30, 1998, 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 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 
Liquidated Damages, 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 Liquidated Damages on, if any, this Note will be made at the 
office or agency of the Company maintained for that purpose in The City of New 
York (which initially will be the office of the Trustee maintained at 50 
Broadway - 7th Floor, New York, New York 10004), 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 

<PAGE>
                                        38 

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 under its corporate seal.

          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"), limited (except as otherwise provided in the Indenture 
referred to below) in aggregate principal amount to $250,000,000, which may 
be issued under an indenture (herein called the "Indenture") dated as of July 
25, 1997, among the Company, the Subsidiary Guarantors named 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.

<PAGE>
                                        39 

          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 Liquidated Damages, 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):

          Year                   Redemption Price 
          ----                   ---------------- 
          2002..................     105.313%  
          2003..................     103.542%  
          2004..................     101.771%  
          2005 and thereafter...     100.000%  

          In addition, up to 35% of the initial aggregate principal amount of
the Notes may be redeemed on or prior to July 31, 2000, at the option of the
Company, within 180 days of a Public Equity Offering with the net proceeds of
such offering at a redemption price equal to 110 5/8% of the principal amount
thereof, together with accrued and unpaid interest, if any, and Liquidated
Damages, if any, to the date of redemption (subject to the right of Holders of
record on relevant Record Dates to receive interest due on relevant Interest
Payment Dates); PROVIDED that after giving effect to such redemption at least
$162.5 million aggregate principal amount of the Notes remains outstanding.

          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 Liquidated Damages, 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.

<PAGE>
                                        40 

          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 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 

<PAGE>
                                        41 

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 July 25, 1997 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.

Dated:


---------------------------------- 
Signature(s)

Signature must be guaranteed by

<PAGE>
                                        42 

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 Notes which may be authenticated and
delivered under this Indenture is limited to $250,000,000, 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.

<PAGE>
                                        43 

          The Initial Notes shall be known and designated as the "10 5/8% 
Senior Subordinated Notes due 2007" and the Exchange Notes shall be known as 
the "10 5/8% Series B 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 July 25, 1997, 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 each year, 
commencing January 30, 1998 and at said Stated Maturity, until the principal 
thereof is paid or duly provided for.

          The principal of (and premium, if any, on), interest and Liquidated
Damages, if any, on the Notes shall be payable at the office or agency of the
Company maintained for such purpose in The City of New York, or at such other
office or agency of the Company as may be 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 Liquidated Damages, 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 

<PAGE>
                                        44 

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 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.

<PAGE>
                                        45 

          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.

          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 

<PAGE>
                                        46 

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.

<PAGE>
                                        47 

          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 Liquidated Damages, 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 

<PAGE>
                                        48 

     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.

          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 

<PAGE>
                                        49 

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 

<PAGE>
                                        50 

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 
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 

<PAGE>
                                        51 

               (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.

          (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 

<PAGE>
                                        52 

               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 Cedel 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 Cedel, 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
Cedel, 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, Cedel
               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 

<PAGE>
                                        53 

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 
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 Cedel, 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 Cedel, if applicable, and
the Depositary, pursuant to 

<PAGE>
                                        54 

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:  (i) no Exchange
Note may be exchanged by the Holder thereof for an Initial Note; (ii) accrued
and unpaid interest on the Initial Notes being exchanged in the Exchange Offer
will be due and payable on the next Interest Payment Date for the Exchange Notes
following the Exchange Offer; and (iii) interest on the Exchange Notes to be
issued in the Exchange Offer will accrue from the date of the Exchange Offer.

          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.


                                  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 

<PAGE>
                                        55 

          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 Liquidated Damages, 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
Liquidated Damages, if any) and interest for whose payment such money has 

<PAGE>
                                        56 

been deposited with the Trustee; but such money need not be segregated from 
other funds except to the extent required by law.

                                  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 issued under
     this Indenture 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 (including
     any such default under the Notes due 2004 Indenture) 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 

<PAGE>
                                        57 

     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 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 

<PAGE>
                                        58 

     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 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

<PAGE>
                                        59 

          (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 

<PAGE>
                                        60 


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.

          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.

<PAGE>
                                        61 

          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

          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

<PAGE>
                                        62 

          (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 

<PAGE>
                                        63 

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.

          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.

<PAGE>
                                        64 

          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 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.

<PAGE>
                                        65 


                                   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;

<PAGE>
                                        66 

          (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 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.

<PAGE>
                                        67 

          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.

          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 

<PAGE>
                                        68 

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.

          (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

<PAGE>
                                        69 

          (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,


<PAGE>
                                        70 

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 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 

<PAGE>
                                        71 

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, 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;

<PAGE>
                                        72 

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 pursuant to the terms of any no-action letter addressed to
the Company or such Subsidiary Guarantor from the staff of 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;

<PAGE>
                                        73 

          (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 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.

<PAGE>
                                        74 

          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, 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

<PAGE>
                                        75 

          (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 any such payment after the Stated
     Maturity thereof (or, in the case of redemption, on or after the Redemption
     Date), or

<PAGE>
                                        76 

          (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.

<PAGE>
                                        77 

          (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.

          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.


<PAGE>
                                        78 

                                   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 in The City of New York 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 in the Borough of Manhattan,
The City of New York, and initially appoints Manufacturers and Traders Trust
Company, 50 Broadway - 7th Floor, New York, New York 10004, 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 (in or outside of The City of New York) where the Notes may
be presented or surrendered for any or all such purposes and may from time to
time rescind any such designation; PROVIDED, HOWEVER, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in The City of New York for such purposes.  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.

<PAGE>
                                        79 

          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.

<PAGE>
                                        80 

          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.

          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.

<PAGE>
                                        81 

          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.

          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 Liquidated
Damages, 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.

<PAGE>
                                        82 

          (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 New 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 New 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 New 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 

<PAGE>
                                        83 

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.

          (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 2.0
to 1 through July 31, 1999 and 2.25 to 1 thereafter.

          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: 

<PAGE>
                                        84 

          (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 

          (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 the date of this Indenture, 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 the date of this Indenture 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 the date of this Indenture 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 the date of initial issuance of the
Notes as a 

<PAGE>
                                        85 

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 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 

<PAGE>
                                        86 

     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, 

<PAGE>
                                        87 

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 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 (i) 
fees, compensation and employee benefits, including bonuses, retirement plans 
and stock options, paid to or established for directors and officers of the 
Company or any Restricted Subsidiary in the ordinary course of business and 
approved by a majority of the Disinterested Directors and (ii) the 
performance by the Company or any Restricted Subsidiary of its obligations 
under certain leases of real property outstanding on the date of the 
Indenture from PDM, Inc. covering 10 supermarket sites and a storage facility 
in Omaha, Nebraska as set forth on Schedule B attached hereto.

          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. 

<PAGE>
                                        88 

          (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 and listed on Schedule C attached thereto, (b) the New 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 New Credit
Agreement in effect on the date of the Indenture, (c) the Indenture and the
Notes, (d) 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 

<PAGE>
                                        89 

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) or (ii) to make
capital expenditures or acquire long-term assets used or useful in its
businesses or in businesses similar or related to the businesses of the Company
immediately prior to the 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 (an "Asset
Sale Offer"), on a PRO RATA basis between the Notes and the Notes due 2004, to
purchase the maximum principal amount of Notes that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, 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 and Notes due 2004 tendered;

<PAGE>
                                        90 

          (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;

         (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.

          To the extent that the aggregate amount of Notes tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes (subject to the
restrictions of the Indenture). If the aggregate principal amount of Notes and
Notes due 2004 surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and Notes due 2004 to be purchased
on a PRO RATA basis. 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 

<PAGE>
                                        91 

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. 

          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 

<PAGE>
                                        92 

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, 

<PAGE>
                                        93 

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 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.

          Up to 35% of the initial aggregate principal amount of the Notes may
be redeemed on or prior to July 31, 2000, at the option of the Company, within
180 days of a Public Equity Offering with the net proceeds of such offering at a
redemption price equal to 110 5/8% of the principal amount thereof, together 
with accrued and unpaid interest, if any, to the date of redemption (subject 
to the right of holders of record on relevant record dates to receive interest 
due on relevant Interest Payment Dates); PROVIDED that after giving effect to 
such redemption at least $162.5 million aggregate principal amount of the Notes
remains outstanding.

<PAGE>
                                        94 

          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.

          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:

<PAGE>
                                        95 

          (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
Liquidated Damages, 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 Liquidated Damages, 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 Liquidated
Damages, if any, to the Redemption Date; PROVIDED, HOWEVER, that installments of
interest whose Stated Maturity is 

<PAGE>
                                        96 

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.

          If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium and Liquidated Damages, 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 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 Liquidated Damages, 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
Liquidated Damages, 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 

<PAGE>
                                        97 

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 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 

<PAGE>
                                        98 

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.

          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 

<PAGE>
                                        99 

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 

<PAGE>
                                        100 

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.

          (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 

<PAGE>
                                        101 

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 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 

<PAGE>
                                        102 

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

<PAGE>
                                        103 

     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 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, 

<PAGE>
                                        104 

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 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.

<PAGE>
                                        105 

                                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 Liquidated Damages, 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 Liquidated Damages, 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).

<PAGE>
                                        106 

          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 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 Liquidated Damages, 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 

<PAGE>
                                        107 

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 Liquidated Damages, 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, 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

<PAGE>
                                        108 

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.

<PAGE>
                                        109 

          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 

<PAGE>
                                        110 

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.

          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 

<PAGE>
                                        111 

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.



















<PAGE>
                                        112 

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and the Company has caused its corporate seal to be hereunto
affixed and attested, all as of the day and year first above written.


                                       FLEMING COMPANIES, INC.


                                       By  /s/ John M. Thompson
                                         ------------------------------------ 
                                         Name:  John M. Thompson
                                         Title: Vice President


Attest:  /s/ David R. Almond
       --------------------------- 
       Name:  David R. Almond
       Title: Secretary

                                       MANUFACTURERS AND TRADERS 
                                          TRUST COMPANY  


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


                                         ABCO MARKETS INC.
                                         ABCO REALTY CORP.
                                         FLEMING FOREIGN SALES CORPORATION
                                         FLEMING INTERNATIONAL LTD.
                                         FLEMING SUPERMARKETS OF FLORIDA, INC.
                                         FLEMING TRANSPORTATION SERVICE, INC.
                                         FLEMING WHOLESALE, INC.
                                         GATEWAY INSURANCE AGENCY, INC.
                                         LAS, INC.
                                         PIGGLY WIGGLY COMPANY
                                         PROGRESSIVE REALTY, INC.
                                         RETAIL SUPERMARKETS, INC.
                                         RFS MARKETING SERVICES, INC.
                                         SCRIVNER TRANSPORTATION, INC.
                                         SMARTRANS, INC.
                                         UNIVERSITY FOODS, INC.


<PAGE>
                                        113 


                                          Each, a Subsidiary Guarantor

                                          By  /s/ John M. Thompson
                                            ---------------------------------- 
                                            Name:  John M. Thompson
                                            Title: Vice President


Attest:

/s/ David R. Almond
---------------------------------- 
Secretary
David R. Almond

<PAGE>

                                                                       EXHIBIT A


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

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

     This Certificate relates to $______ principal amount of Notes held in 
*/ / 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

-------------------
*Check applicable box.

<PAGE>
                                      A-2 

     (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

     (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**:
                                                    ----------------------------

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

<PAGE>

                                     A-3 

              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

<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
Liquidated Damages, 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 Liquidated Damages, 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 July 25, 1997 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.

<PAGE>
                                      B-2 

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

Date:


                                       ABCO MARKETS INC.
                                       ABCO REALTY CORP.
                                       FLEMING FOREIGN SALES CORPORATION
                                       FLEMING INTERNATIONAL LTD.
                                       FLEMING SUPERMARKETS OF FLORIDA, INC.
                                       FLEMING TRANSPORTATION SERVICE, INC.
                                       FLEMING WHOLESALE, INC.
                                       GATEWAY INSURANCE AGENCY, INC.
                                       LAS, INC.
                                       PIGGLY WIGGLY COMPANY
                                       PROGRESSIVE REALTY, INC.
                                       RETAIL SUPERMARKETS, INC.
                                       RFS MARKETING SERVICES, INC.
                                       SCRIVNER TRANSPORTATION, INC.
                                       SMARTRANS, INC.
                                       UNIVERSITY FOODS, INC.


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

<PAGE>
                                                                       EXHIBIT C


                FORM OF INSTITUTIONAL ACCREDITED INVESTOR LETTER




        In connection with our proposed purchase of $_______ aggregate
principal amount of 10 1/2% Senior Subordinated Notes due 2004 and/or 10 5/8%
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 

<PAGE>

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.

        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: 
                   ---------------