<PAGE>

                                                                    EXHIBIT 4.20

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



                             FLEMING COMPANIES, INC.


                    9 7/8% SENIOR SUBORDINATED NOTES DUE 2012

                                   ----------

                                    INDENTURE

                           Dated as of April 15, 2002

                                   ----------

                     MANUFACTURERS AND TRADERS TRUST COMPANY

                                     Trustee

                                   ----------



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



<PAGE>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
Trust Indenture
Act Section                                                                               Indenture Section
<S>                                                                                       <C>
310(a)(1)........................................................................                7.10
   (a)(2)........................................................................                7.10
   (a)(3)........................................................................                N.A.
   (a)(4)........................................................................                N.A.
   (a)(5)........................................................................                7.10
   (b)...........................................................................                7.10
   (c)...........................................................................                N.A.
311(a)...........................................................................                7.11
   (b)...........................................................................                7.11
   (c)...........................................................................                N.A.
312(a)...........................................................................                2.05
   (b)...........................................................................               13.03
   (c)...........................................................................               13.03
313(a)...........................................................................                7.06
   (b)(2)........................................................................                7.07
   (c)...........................................................................            7.06; 13.02
   (d)...........................................................................                7.06
314(a)...........................................................................            4.03; 13.02
   (c)(1)........................................................................               13.04
   (c)(2)........................................................................               13.04
   (c)(3)........................................................................                N.A.
   (e)...........................................................................               13.05
   (f)...........................................................................                N.A.
315(a)...........................................................................                7.01
   (b)...........................................................................            7.05; 13.02
   (c)...........................................................................                7.01
   (d)...........................................................................                7.01
   (e)...........................................................................                6.11
316(a) (last sentence)...........................................................                2.09
   (a)(1)(A).....................................................................                6.05
   (a)(1)(B).....................................................................                6.04
   (a)(2)........................................................................                N.A.
   (b)...........................................................................                6.07
   (c)...........................................................................                2.13
317(a)(1)........................................................................                6.08
   (a)(2)........................................................................                6.09
   (b)...........................................................................                2.04
318(a)...........................................................................               13.01
   (b)...........................................................................                N.A.
   (c)...........................................................................               13.01
</Table>

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.



<PAGE>

                                TABLE OF CONTENTS

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

Section 1.01.     Definitions.................................................................................1
Section 1.02.     Other Definitions..........................................................................26
Section 1.03.     Incorporation by Reference of Trust Indenture Act..........................................27
Section 1.04.     Rules of Construction......................................................................27

                                                   ARTICLE 2.
                                                    THE NOTES

Section 2.01.     Form and Dating............................................................................28
Section 2.02.     Execution and Authentication...............................................................29
Section 2.03.     Registrar and Paying Agent.................................................................29
Section 2.04.     Paying Agent to Hold Money in Trust........................................................29
Section 2.05.     Holder Lists...............................................................................30
Section 2.06.     Transfer and Exchange......................................................................30
Section 2.07.     Replacement Notes..........................................................................42
Section 2.08.     Outstanding Notes..........................................................................43
Section 2.09.     Treasury Notes.............................................................................43
Section 2.10.     Temporary Notes............................................................................43
Section 2.11.     Cancellation...............................................................................43
Section 2.12.     Defaulted Interest.........................................................................44
Section 2.13.     Record Date................................................................................44
Section 2.14.     CUSIP Numbers..............................................................................44

                                                   ARTICLE 3.
                                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.........................................................................44
Section 3.02.     Selection of Notes to Be Redeemed..........................................................44
Section 3.03.     Notice of Redemption.......................................................................45
Section 3.04.     Effect of Notice of Redemption.............................................................46
Section 3.05.     Deposit of Redemption Price................................................................46
Section 3.06.     Notes Redeemed in Part.....................................................................46
Section 3.07.     Optional Redemption........................................................................46
Section 3.08.     Mandatory Redemption.......................................................................47
Section 3.09.     Offer to Purchase by Application of Excess Proceeds........................................47
</Table>



                                       -i-
<PAGE>

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

Section 4.01.     Payment of Notes...........................................................................49
Section 4.02.     Maintenance of Office or Agency............................................................49
Section 4.03.     Reports....................................................................................49
Section 4.04.     Compliance Certificate.....................................................................50
Section 4.05.     Taxes......................................................................................51
Section 4.06.     Stay, Extension and Usury Laws.............................................................51
Section 4.07.     Restricted Payments........................................................................51
Section 4.08.     Dividend and Other Payment Restrictions Affecting Subsidiaries.............................54
Section 4.09.     Incurrence of Indebtedness.................................................................55
Section 4.10.     Asset Sales................................................................................56
Section 4.11.     Transactions with Affiliates...............................................................57
Section 4.12.     Liens......................................................................................57
Section 4.13.     Corporate Existence........................................................................58
Section 4.14.     Offer to Repurchase Upon Change of Control.................................................58
Section 4.15.     Limitation on Issuances and Sales of Capital Stock of Subsidiaries.........................60
Section 4.16.     Payments for Consent.......................................................................60
Section 4.17.     Additional Guarantees......................................................................61
Section 4.18.     Termination of Certain Covenants In Event of Investment Grade Rating.......................61
Section 4.19.     Registration Rights........................................................................61
Section 4.20.     Additional Interest........................................................................62
Section 4.21.     Limitation on Layering Indebtedness........................................................62

                                                   ARTICLE 5.
                                                   SUCCESSORS

Section 5.01.     Merger, Consolidation, or Sale of Assets...................................................62
Section 5.02.     Successor Corporation Substituted..........................................................63

                                                   ARTICLE 6.
                                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default..........................................................................64
Section 6.02.     Acceleration...............................................................................66
Section 6.03.     Other Remedies.............................................................................67
Section 6.04.     Waiver of Past Defaults....................................................................67
Section 6.05.     Control by Majority........................................................................67
Section 6.06.     Limitation on Suits........................................................................67
Section 6.07.     Rights of Holders of Notes to Receive Payment..............................................68
Section 6.08.     Collection Suit by Trustee.................................................................68
Section 6.09.     Trustee May File Proofs of Claim...........................................................68
Section 6.10.     Priorities.................................................................................68
Section 6.11.     Undertaking for Costs......................................................................69
</Table>



                                      -ii-
<PAGE>

<Table>
<Caption>
                                                                                                            Page
<S>                                                                                                         <C>
                                                   ARTICLE 7.
                                                     TRUSTEE

Section 7.01.     Duties of Trustee..........................................................................69
Section 7.02.     Rights of Trustee..........................................................................70
Section 7.03.     Individual Rights of Trustee...............................................................71
Section 7.04.     Trustee's Disclaimer.......................................................................71
Section 7.05.     Notice of Defaults.........................................................................71
Section 7.06.     Reports by Trustee to Holders of the Notes.................................................71
Section 7.07.     Compensation and Indemnity.................................................................71
Section 7.08.     Replacement of Trustee.....................................................................72
Section 7.09.     Successor Trustee by Merger, etc...........................................................73
Section 7.10.     Eligibility; Disqualification..............................................................73
Section 7.11.     Preferential Collection of Claims Against Company..........................................74

                                                   ARTICLE 8.
                                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance...................................74
Section 8.02.     Legal Defeasance and Discharge.............................................................74
Section 8.03.     Covenant Defeasance........................................................................74
Section 8.04.     Conditions to Legal or Covenant Defeasance.................................................75
Section 8.05.     Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                     Provisions..............................................................................76
Section 8.06.     Repayment to Company.......................................................................76
Section 8.07.     Reinstatement..............................................................................77

                                                   ARTICLE 9.
                                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes........................................................77
Section 9.02.     With Consent of Holders of Notes...........................................................78
Section 9.03.     Compliance with Trust Indenture Act........................................................79
Section 9.04.     Revocation and Effect of Consents..........................................................79
Section 9.05.     Notation on or Exchange of Notes...........................................................80
Section 9.06.     Trustee to Sign Amendments, etc............................................................80

                                                   ARTICLE 10.
                                             SUBORDINATION OF NOTES

Section 10.01.    Notes Subordinate to Senior Indebtedness...................................................80
Section 10.02.    Payment Over of Proceeds Upon Dissolution, etc.............................................80
Section 10.03.    Suspension of Payment When Senior Indebtedness in Default..................................81
</Table>



                                      -iii-
<PAGE>

<Table>
<Caption>
                                                                                                            Page
<S>                                                                                                         <C>
Section 10.04.    Payment Permitted if No Default............................................................82
Section 10.05.    Subrogation to Rights of Holders of Senior Indebtedness....................................82
Section 10.06.    Provisions Solely to Define Relative Rights................................................82
Section 10.07.    Trustee to Effectuate Subordination........................................................82
Section 10.08.    No Waiver of Subordination Provisions......................................................83
Section 10.09.    Notice to Trustee..........................................................................83
Section 10.10.    Reliance on Judicial Order or Certificate of Liquidating Agent.............................84
Section 10.11.    Rights of Trustee As a Holder of Senior Indebtedness; Preservation of Trustee's Rights.....84
Section 10.12.    Article Applicable to Paying Agents........................................................84
Section 10.13.    No Suspension of Remedies..................................................................84
Section 10.14.    Trustee Not Fiduciary for Holders of Senior Indebtedness...................................84
Section 10.15.    Notices to Holders of Senior Indebtedness..................................................85

                                                   ARTICLE 11.
                                                 NOTE GUARANTEES

Section 11.01.    Guarantee..................................................................................85
Section 11.02.    Limitation on Guarantor Liability..........................................................86
Section 11.03.    Execution and Delivery of Note Guarantee...................................................86
Section 11.04.    Guarantors May Consolidate, etc., on Certain Terms.........................................87
Section 11.05.    Releases of Note Guarantees................................................................87
Section 11.06.    Ranking of Note Guarantees.................................................................88

                                                   ARTICLE 12.
                                           SATISFACTION AND DISCHARGE

Section 12.01.    Satisfaction and Discharge.................................................................88
Section 12.02.    Application of Trust Money.................................................................89

                                                   ARTICLE 13.
                                                  MISCELLANEOUS

Section 13.01.    Trust Indenture Act Controls...............................................................89
Section 13.02.    Notices....................................................................................90
Section 13.03.    Communication by Holders of Notes with Other Holders of Notes..............................91
Section 13.04.    Certificate and Opinion as to Conditions Precedent.........................................91
Section 13.05.    Statements Required in Certificate or Opinion..............................................91
Section 13.06.    Rules by Trustee and Agents................................................................91
Section 13.07.    No Personal Liability of Directors, Officers, Employees and Stockholders...................92
Section 13.08.    Governing Law..............................................................................92
Section 13.09.    No Adverse Interpretation of Other Agreements..............................................92
Section 13.10.    Successors.................................................................................92
Section 13.11.    Severability...............................................................................92
Section 13.12.    Counterpart Originals......................................................................92
Section 13.13.    Table of Contents, Headings, etc...........................................................92
</Table>



                                      -iv-
<PAGE>

EXHIBITS

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



                                       -v-
<PAGE>

         INDENTURE dated as of April 15, 2002 among Fleming Companies, Inc., an
Oklahoma corporation (the "Company"), the Guarantors and Manufacturers and
Traders Trust Company, as trustee (the "Trustee").

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

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

         "Acquired Indebtedness" means Indebtedness of a Person:

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

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

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

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

         "Additional Notes" means any 9 7/8% Senior Subordinated Notes due 2012
issued under this Indenture after the Issue Date in accordance with Section 2.02
and 4.09.

         "Affiliate" means, with respect to any specified Person, any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this
definition, "control," when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through ownership of Voting Stock, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

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

         "Asset Sale" means:

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



<PAGE>

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

                           (i) that have a fair market value in excess of $2.5
                  million; or

                           (ii) for net proceeds in excess of $2.5 million.

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

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

                  (a) the sum of the products of:

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

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

                  (b) the sum of all such principal payments.

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

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

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

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

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

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



                                      -2-
<PAGE>

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

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

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

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

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

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

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

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

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



                                      -3-
<PAGE>

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

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

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

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

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

         "Clearstream" means Clearstream Banking, S.A.

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

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

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

         "Consolidated EBITDA" means, with respect to the Company and its
Restricted Subsidiaries on a Consolidated basis for any period all determined in
accordance with GAAP, the sum of, without duplication:

                  (1) Consolidated Net Income, plus

                  (2) Consolidated Interest Expense, to the extent deducted in
         computing such Consolidated Net Income, plus;



                                      -4-
<PAGE>

                  (3) Consolidated Income Tax Expense, to the extent deducted in
         computing such Consolidated Net Income, plus;

                  (4) Consolidated Non-Cash Charges, to the extent deducted in
         computing such Consolidated Net Income, minus;

                  (5) non-cash items increasing such Consolidated Net Income
         (other than such non-cash items in the ordinary course of business).

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

                  (a) Consolidated EBITDA for such period to:

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

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

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

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

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

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

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

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

                           (i) amortization of debt discount;



                                      -5-
<PAGE>

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

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

                           (iv) accrued interest; plus

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

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

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

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

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

                  (b) 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;

                  (c) 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;

                  (d) 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

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

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



                                      -6-
<PAGE>

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

                  (b) the respective amounts reported on such Person's balance
         sheet as of such date with respect to any series of preferred stock
         (other than Redeemable Capital Stock) that by its terms is not entitled
         to the payment of dividends unless such dividends may be declared and
         paid only out of net earnings in respect of the year of such
         declaration and payment, but only to the extent of any cash received by
         such Person upon issuance of such preferred stock; less

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

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

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

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

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

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

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

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

         "Convertible Senior Subordinated Notes" means the 5.25% Convertible
Senior Subordinated Notes due 2009 of the Company.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 or such other address as to which the Trustee
may give notice to the Company.



                                      -7-
<PAGE>

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

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

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

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

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

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

         "Designated Senior Indebtedness" means:

                  (1) any Senior Indebtedness outstanding under the Credit
         Agreement;

                  (2) any Senior Indebtedness in respect of the Senior Notes;
         and

                  (3) 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 this Indenture, a member of
the Board of Directors who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of
transactions.

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



                                      -8-
<PAGE>

         "Equity Offering" means a public or private offering of Qualified
Capital Stock of the Company generating gross proceeds to the Company of at
least $50.0 million.

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

         "Exchange Notes" means the 9 7/8% Senior Subordinated Notes due 2012 to
be issued in exchange for (1) the Initial Notes pursuant to the Registration
Rights Agreement and (2) the Additional Notes, if any, issued under Section 2.02
pursuant to a registration rights agreement substantially similar to the
Registration Rights Agreement.

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

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

         "Existing Senior Subordinated Notes" means:

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

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

         "Euroclear" means the Euroclear System.

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

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

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

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

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

         "Guaranteed Debt" means, with respect to any Person, without
duplication, all Indebtedness of any other Person referred to in the definition
of Indebtedness contained herein guaranteed directly or



                                      -9-
<PAGE>

indirectly in any manner by such Person, or in effect guaranteed directly or
indirectly by such Person through an agreement:

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

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

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

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

                  (e) otherwise to assure a creditor against loss;

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

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

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

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

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

                  (a) all liabilities of such Person for borrowed money
         (including overdrafts) or for the deferred purchase price of property
         or services, excluding any trade payables and other accrued current
         liabilities arising in the ordinary course of business, but including,
         without limitation, all obligations, contingent or otherwise, of such
         Person in connection with any letters of credit and acceptances issued
         under letter of credit facilities, acceptance facilities or other
         similar facilities;

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



                                      -10-
<PAGE>

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

                  (d) all Capital Lease Obligations of such Person;

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

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

                  (g) all Guaranteed Debt of such Person;

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

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

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

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

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

         "Initial Notes" means the $260 million principal amount of 9 7/8%
Senior Subordinated Notes due 2012 of the Company issued on the Issue Date.

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

         "Interest Payment Date" means May 1 and November 1 of each year
commencing November 1, 2002.



                                      -11-
<PAGE>

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

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

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

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

                  (b) capital contribution to (by means of any transfer of cash
         or other property to others or any payment for property or services for
         the account or use of others); or

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

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

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

         "Issue Date" means April 15, 2002, the date of original issuance of the
Initial Notes.

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

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



                                      -12-
<PAGE>

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

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

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

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

         "Non-Recourse Debt" means Indebtedness:

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

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

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

                           (iii) constitutes the lender;

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

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

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



                                      -13-
<PAGE>

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

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

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

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

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

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

         "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.

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

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

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

                  (a) cash or Temporary Cash Investments;

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



                                      -14-
<PAGE>

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

                  (d) any securities, notes or other obligations received by the
         Company or any such Restricted Subsidiary; provided that the aggregate
         amount of such securities, notes or other obligations received by the
         Company and its Restricted Subsidiaries pursuant to this clause (d)
         after the Issue Date and held or carried at any date of determination
         shall not exceed $75.0 million.

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

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

                           (i) $1.0 billion, less

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

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

                           (ii) the Borrowing Base Amount;

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

                  (c) Indebtedness of the Company and the Guarantors evidenced
         by the Notes and the Note Guarantees with respect thereto under this
         Indenture in an aggregate principal amount not to exceed $260.0
         million;

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



                                      -15-
<PAGE>

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

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

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

                  (f) 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 (f);

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

                  (h) 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;

                  (i) 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;

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

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



                                      -16-
<PAGE>

                  (l) Indebtedness constituting Capital Lease Obligations of the
         Company and its Restricted Subsidiaries (including any refinancings of
         such Indebtedness) not to exceed $100.0 million at any time outstanding
         in the aggregate;

                  (m) Indebtedness of the Company and its Restricted
         Subsidiaries in addition to that described in clauses (a) through (l)
         of this definition of "Permitted Indebtedness," together with any other
         outstanding Indebtedness incurred pursuant to this clause (m)
         (including any refinancings of such Indebtedness), not to exceed $100.0
         million at any time outstanding in the aggregate; and

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

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

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

                           (iii) such refinancing does not reduce the Average
                  Life to Stated Maturity or the Stated Maturity of such
                  Indebtedness.

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

         "Permitted Investment" means

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



                                      -17-
<PAGE>

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

                  (c) Temporary Cash Investments;

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

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

                  (f) Investments in Joint Ventures related to the Company's
         operations, not to exceed $50.0 million at any one time outstanding;

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

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

                  (i) other Investments, in addition to those permitted under
         (a) through (h) above, in an aggregate amount not to exceed $25.0
         million; and

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

         "Permitted 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 under the Indenture.

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

                  (a) Liens existing as of the Issue Date;

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

                  (c) any Lien arising by reason of:



                                      -18-
<PAGE>

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

                           (ii) deposits to secure public or statutory
                  obligations;

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

                           (iv) 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

                           (v) security for surety or appeal bonds;

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

                  (e) 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;

                  (f) 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;

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

                  (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;



                                      -19-
<PAGE>

                  (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 4.09 hereof;

                  (j) any Lien on a Transferred 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 Guarantor; and

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

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

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

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

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

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

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

                  (b) the aggregate amount of all collections on Transferred
         Receivables theretofore received by the seller but not yet remitted to
         the purchaser, in each case at the date of determination, would not
         exceed $600.0 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.



                                      -20-
<PAGE>

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

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

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

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

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

         "Rating Agency" means any of:

                  (a) S&P;

                  (b) Moody's; or

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

         "Rating Category" means:

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

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

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

In determining whether the rating of the Notes has decreased by one or more
gradation, gradations within Rating Categories (+ and -- for S&P; 1, 2 and 3 for
Moody's; or the equivalent gradations for another Rating Agency) shall be taken
into account (e.g., with respect to S&P, a decline in rating from BB+ to BB, as
well as from BB-- to B+, will constitute a decrease of one gradation).

         "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is, or upon the happening of an



                                      -21-
<PAGE>

event or passage of time would be, required to be redeemed prior to any Stated
Maturity of the principal of the Notes or is redeemable at the option of the
holder thereof at any time prior to any such Stated Maturity, or is convertible
into or exchangeable for debt securities at any time prior to any such Stated
Maturity at the option of the holder thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                      -22-
<PAGE>

         "Senior Indebtedness" of the Company or any Subsidiary Guarantor means:

                  (1) all Indebtedness of the Company or such Subsidiary
         Guarantor under the Credit Agreement or any related loan documentation,
         including, without limitation, obligations to pay principal and
         interest (including any interest accruing subsequent to the filing of a
         petition of bankruptcy at the rate provided for in the documentation
         with respect thereto, whether or not such interest is an allowed claim
         under applicable law), premium, if any, reimbursement obligations under
         letters of credit, fees, expenses and indemnities, and all obligations
         under Interest Rate Agreements or Currency Agreements with respect
         thereto, whether outstanding on the date of the Indenture or thereafter
         incurred;

                  (2) the principal of, premium, if any, and interest (including
         any interest accruing subsequent to the filing of a petition of
         bankruptcy at the rate provided for in the documentation with respect
         thereto, whether or not such interest is an allowed claim under
         applicable law) on, and all other Obligations with respect to, any
         other Indebtedness of the Company or such Subsidiary Guarantor
         permitted to be incurred by the Company or such Subsidiary Guarantor
         under the terms of the Indenture (including, without limitation, the
         Senior Notes), whether outstanding on the date of the 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

                  (3) all Obligations of the Company or such Subsidiary
         Guarantor with respect to the foregoing.

Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness
will not include (a) the Existing Senior Subordinated Notes or the Convertible
Senior Subordinated Notes, (b) any liability for federal, state, local or other
taxes owed or owing by the Company or any Subsidiary Guarantor, (c) any
Indebtedness of the Company or any Subsidiary Guarantor to any of its Restricted
Subsidiaries or other Affiliates, (d) any trade payables or (e) any Indebtedness
that is incurred in violation of the Indenture.

         "Senior Notes" means the 10 1/8% Senior Notes due April 2008 of the
Company.

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

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

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

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



                                      -23-
<PAGE>

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

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

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

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

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

         "Temporary Cash Investments" means:

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

                  (b) any certificate of deposit issued by, or time deposit of,
         a financial institution that is a member of the Federal Reserve System
         having combined capital and surplus and undivided profits of not less
         than $500.0 million, whose debt has a rating, at the time of which any
         investment therein is made, of "A" (or higher) according to Moody's or
         "A" (or higher) according to S&P;

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

                  (d) any money market deposit accounts issued or offered by a
         financial institution that is a member of the Federal Reserve System
         having capital and surplus in excess of $500.0 million;

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

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

                  (g) repurchase and reverse repurchase obligations with the
         term of not more than seven days for underlying securities of the types
         described in clauses (a) and (b) entered into



                                      -24-
<PAGE>

         with any financial institution meeting the qualifications specified in
         clause (b); provided that in the case of clauses (a), (b), (c) and (e),
         such investment matures within one year from the date of acquisition
         thereof.

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

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

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

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

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

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

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

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

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

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

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

Any such designation by the Board of Directors shall be evidenced to the Trustee
by filing with the Trustee a Board Resolution giving effect to such designation
and an Officers' Certificate certifying that such designation complied with the
foregoing conditions and was permitted by Section 4.07. If, at any



                                      -25-
<PAGE>

time, any Unrestricted Subsidiary would fail to meet the foregoing requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date (and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09, the Company shall be in default of
Section 4.09). The Board of Directors may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if:

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

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

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

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

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

         Section 1.02. Other Definitions.

<Table>
<Caption>
                                                                                                Defined in
        Term                                                                                      Section
        ----                                                                                    ----------
<S>                                                                                             <C>
        "Affiliate Transaction"............................................................        4.11
        "Asset Sale Offer".................................................................        3.09
        "Authentication Order".............................................................        2.02
        "Bankruptcy Law"...................................................................        4.01
        "Change of Control Date"...........................................................        4.14
        "Change of Control Purchase Date"..................................................        4.14
        "Change of Control Purchase Offer".................................................        4.14
        "Change of Control Purchase Price".................................................        4.14
        "Covenant Defeasance"..............................................................        8.03
        "DTC"..............................................................................        2.03
        "Defeasance Redemption Date".......................................................        8.04
        "Event of Default".................................................................        6.01
</Table>



                                      -26-
<PAGE>

<Table>
<Caption>
                                                                                                Defined in
        Term                                                                                      Section
        ----                                                                                    ----------
<S>                                                                                             <C>
        "Excess Proceeds"..................................................................        4.10
        "incur"............................................................................        4.09
        "Legal Defeasance".................................................................        8.02
        "Non-Payment Default"..............................................................        10.03
        "Payment Default"..................................................................        10.03
        "Payment Blockage Notice"..........................................................        10.03
        "Offer Amount".....................................................................        3.09
        "Offer Payment Date"...............................................................        4.14
        "Offer Period".....................................................................        3.09
        "Paying Agent".....................................................................        2.03
        "Purchase Date"....................................................................        3.09
        "Registrar"........................................................................        2.03
        "Restricted Payment"...............................................................        4.07
        "Surviving Entity".................................................................        5.01
        </Table>

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

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

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

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

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

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

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



                                      -27-
<PAGE>

                  (c) "or" is not exclusive;

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

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

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

                                   ARTICLE 2.
                                   THE NOTES

         Section 2.01. Form and Dating.

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

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

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

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



                                      -28-
<PAGE>

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

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

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

         The Trustee shall, upon a written order of the Company signed by one or
more Officers (an "Authentication Order"), authenticate Notes for original issue
on the Issue Date in aggregate principal amount not to exceed $260,000,000
(other than as provided in Section 2.07). The Trustee shall authenticate
Additional Notes thereafter in an unlimited amount (so long as permitted by the
terms of this Indenture) for original issue upon one or more Authentication
Orders in aggregate principal amount as specified in such order (other than as
provided in Section 2.07). Each such Authentication Order shall specify the
amount of Notes to be authenticated, whether the Notes are to be Initial Notes,
Additional Notes or Exchange Notes and whether the Notes are to be issued as
Definitive Notes or Global Notes or such other information as the Trustee shall
reasonably request.

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

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

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

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

         Section 2.04. Paying Agent to Hold Money in Trust. The Company shall
require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent will hold in trust for the benefit of Holders or the Trustee all
money held by the Paying Agent for the payment of principal, premium,



                                      -29-
<PAGE>

if any, or interest on the Notes, and will notify the Trustee in writing of any
default by the Company in making any such payment. While any such default
continues, the Trustee may require a Paying Agent to pay all money held by it to
the Trustee. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further liability for
the money. If the Company or a Subsidiary acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

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

         Section 2.06. Transfer and Exchange.

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

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



                                      -30-
<PAGE>

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the Regulation S Global
         Note may not be made to a U.S. Person or for the account or benefit of
         a U.S. Person (other than an Initial Purchaser). Beneficial interests
         in any Unrestricted Global Note may be transferred to Persons who take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.06(b)(i).

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

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

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



                                      -31-
<PAGE>

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

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable.

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

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

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

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

                           (D) the Registrar receives the following:

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

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

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance



                                      -32-
<PAGE>

                  with the Securities Act and that the restrictions on transfer
                  contained herein and in the Private Placement Legend are no
                  longer required in order to maintain compliance with the
                  Securities Act.

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

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

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

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

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

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

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

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

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



                                      -33-
<PAGE>

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

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

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

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

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

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

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

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such holder in



                                      -34-
<PAGE>

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

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

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

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

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

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

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



                                      -35-
<PAGE>

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

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

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

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

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

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

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

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

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



                                      -36-
<PAGE>

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

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

                           (D) the Registrar receives the following:

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

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

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

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

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

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



                                      -37-
<PAGE>

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

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

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

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

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

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

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

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

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

                           (D) the Registrar receives the following:



                                      -38-
<PAGE>

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

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

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

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

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

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

                  (i) Private Placement Legend.

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



                                      -39-
<PAGE>

                           "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
                  AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
                  STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
                  EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE
                  HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
                  INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
                  SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING
                  THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
                  RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED
                  INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER
                  THE SECURITIES ACT (AN "ACCREDITED INVESTOR"), (2) AGREES THAT
                  IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
                  THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY
                  EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
                  INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
                  COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE
                  THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO
                  SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A
                  U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
                  CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
                  RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
                  LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY),
                  (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
                  COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF
                  AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
                  PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
                  (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
                  REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
                  OF COUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
                  (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
                  SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
                  OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
                  SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
                  SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
                  INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
                  THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL
                  OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY
                  REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
                  TO AN EXEMPTION FROM, OR IN A TRANSACTION



                                      -40-
<PAGE>

                  NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
                  TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE
                  MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
                  ACT."

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

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

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

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

         (i) General Provisions Relating to Transfers and Exchanges.



                                      -41-
<PAGE>

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

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

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

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

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

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

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

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

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



                                      -42-
<PAGE>

and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

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

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

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

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

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

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

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

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

         Section 2.11. Cancellation. The Company at any time may deliver Notes
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer, exchange
or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Notes (subject to the record retention requirement of the
Exchange Act). The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.



                                      -43-
<PAGE>

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

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

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

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

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

         Section 3.02. Selection of Notes to Be Redeemed. If less than all of
the Notes are to be redeemed or purchased in an offer to purchase at any time,
the Trustee shall select the Notes to be redeemed or purchased among the Holders
in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee in its sole discretion considers fair and appropriate. In the event of
partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.



                                      -44-
<PAGE>

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

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

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

                  (a) the redemption date;

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

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

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

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

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

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

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

         At the Company's written request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date (unless a shorter notice shall be satisfactory to the Trustee),
an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.



                                      -45-
<PAGE>

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

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

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

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

         Section 3.07. Optional Redemption. (a) Except as set forth in paragraph
(b) below, the Notes are not redeemable before May 1, 2007. Thereafter, the
Company may redeem the Notes at its option, in whole or in part, upon not less
than 30 nor more than 60 days' notice, at the following redemption prices
(expressed as percentages of the principal amount thereof) if redeemed during
the twelve month period commencing on May 1 of the year set forth below.

<Table>
<Caption>
                                     YEAR                              PERCENTAGE
                                     ----                              ----------
<S>                                                                    <C>
                     2007................................                104.938%
                     2008................................                103.292%
                     2009................................                101.646%
                     2010 and thereafter.................                100.000%
</Table>

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

         (b) Notwithstanding the foregoing, up to 35% of the initial aggregate
principal amount of the Notes may be redeemed on or prior to May 1, 2005, at the
option of the Company, within 90 days of an Equity Offering with the net
proceeds of such offering at a redemption price equal to 109.875% of



                                      -46-
<PAGE>

the principal amount thereof, together with accrued and unpaid interest, if any,
to the date of redemption (subject to the right of Holders on relevant Record
Dates to receive interest due on relevant Interest Payment Dates); provided,
that after giving effect to such redemption at least 65% of the Notes originally
issued under this Indenture remains outstanding.

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

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

         Section 3.09. Offer to Purchase by Application of Excess Proceeds. In
the event that, pursuant to Section 4.10 hereof, the Company shall be required
to commence an offer to all Holders and holders of other Pari Passu Indebtedness
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to purchase
Notes (an "Asset Sale Offer"), it shall follow the procedures specified below.

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

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

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

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

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

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



                                      -47-
<PAGE>

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

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

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

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

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

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

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

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



                                      -48-
<PAGE>

                                   ARTICLE 4.
                                   COVENANTS

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

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

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

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

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

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

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



                                      -49-
<PAGE>

                  annual information only, a report on the consolidated
                  financial statements required by Form 10-K by the Company's
                  independent certified public accountants; and

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

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

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

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

         (c) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default (but in any event, within



                                      -50-
<PAGE>

ten days after the occurrence of such Default or Event of Default), an Officers'
Certificate specifying such Default or Event of Default and what action the
Company is taking or proposes to take with respect thereto.

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

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

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

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

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

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

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

unless at the time of and immediately after giving effect to the proposed
Restricted Payment (the amount of any such Restricted Payment, if other than
cash, being the Fair Market Value thereof as determined by the Board of
Directors of the Company, whose determination shall be conclusive and evidenced
by a Board Resolution):



                                      -51-
<PAGE>

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

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

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

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

                           (x) 100% of the aggregate net cash proceeds received
                  by the Company as capital contributions or from the issue or
                  sale after the Issue Date of Equity Interests of the Company
                  or of debt securities of the Company that have been converted
                  into such Equity Interests (other than Equity Interests (or
                  convertible debt securities) sold to a Restricted Subsidiary
                  of the Company and other than Redeemable Capital Stock or debt
                  securities that have been converted into Redeemable Capital
                  Stock); plus

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

                           (z) $62.0 million.

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

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

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



                                      -52-
<PAGE>

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

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

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

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

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

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

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



                                      -53-
<PAGE>

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

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

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

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

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

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

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

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

                  (d) grant Liens in favor of Holders; or

                  (e) guarantee the Notes;

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

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

                           (ii) the Credit Agreement as in effect as of the
                  Issue Date, and any amendments, modifications, restatements,
                  renewals, increase, supplements, refunding, replacements or
                  refinancings thereof; provided that such amendments,
                  modifications, restatements, renewals, increase, supplements,
                  refundings, replacements or refinancings



                                      -54-
<PAGE>

                  are no more restrictive with respect to such dividend and
                  other payment restrictions than those contained in the Credit
                  Agreement in effect on the Issue Date;

                           (iii) this Indenture and the Notes;

                           (iv) applicable law;

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

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

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

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

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

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

                           (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),



                                      -55-
<PAGE>

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

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

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

                           (i) to permanently reduce Senior Indebtedness of the
                  Company or one or more Restricted Subsidiaries (and to
                  correspondingly reduce commitments with respect thereto);

                           (ii) to offer to repurchase and repurchase the
                  Existing Senior Subordinated Notes to the extent required by
                  the Indentures governing such Existing Senior Subordinated
                  Notes; or

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

         (c) 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." When the
aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will be
required to make an Asset Sale Offer to all Holders of Notes and to holders of
other Pari Passu Indebtedness containing provisions similar to those set forth
in this Indenture with respect to offers to purchase or redeem with the proceeds
of sales of assets to purchase the maximum principal amount of Notes that may be
purchased out of the Excess Proceeds (on a pro rata basis if the amount
available for such repayment, purchase or redemption is less than the aggregate
amount of (x) the principal amount of the Notes tendered in such Asset Sale
Offer and (y) the principal amount of such Pari Passu Indebtedness), at an offer
price in cash in an amount equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, thereon to the date of purchase, in
accordance with Section 3.09 hereof. To the extent that any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use any
remaining Excess Proceeds for general corporate purposes (subject to the
restrictions of this Indenture). Upon completion of such offer to purchase, the
amount of Excess Proceeds shall be reset at zero.



                                      -56-
<PAGE>

         (d) Notwithstanding the foregoing provisions of paragraph (c) of this
Section 4.10, the Company and its Restricted Subsidiaries may sell or dispose of
property, whether in the form of assets or capital stock of a Restricted
Subsidiary, in the aggregate amount not exceeding $15.0 million in any year, and
any notes received by the Company or its Restricted Subsidiaries as
consideration in any disposition made pursuant to such $15.0 million exclusion
from the provisions of this covenant shall not be taken into account in
determining whether the $75.0 million limitation set forth in the definition of
"Permitted Consideration" has been met.

         Section 4.11. Transactions with Affiliates. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate (other than the Company, a
Wholly Owned Restricted Subsidiary or a Restricted Subsidiary that is a
Guarantor) (each of the foregoing, an "Affiliate Transaction"), unless:

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

         (b) the Company delivers to the Trustee:

                           (i) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $5.0 million, an Officers'
                  Certificate certifying that such Affiliate Transaction
                  complies with clause (a) above and that such Affiliate
                  Transaction has been approved by a majority of the
                  Disinterested Directors; and

                           (ii) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10.0 million, both an Officers'
                  Certificate referred to in clause (i) and an opinion as to the
                  fairness of such Affiliate Transaction to the Company or the
                  relevant Restricted Subsidiary from a financial point of view
                  issued by an investment banking firm of national standing with
                  total assets in excess of $1.0 billion;

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

         Section 4.12. Liens. The Company will not, and will not permit any
Restricted Subsidiary to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Lien securing Indebtedness (other than Senior
Indebtedness) against any asset of the Company or any Restricted Subsidiary
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter



                                      -57-
<PAGE>

acquired, or any proceeds therefrom, or assign or otherwise convey any right to
receive income or profits therefrom, except for Permitted Liens, unless
contemporaneously therewith:

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

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

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

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

         (b) Upon the occurrence of a Change of Control and prior to the mailing
of the notice to Holders provided for in the Indenture, the Company covenants to
either (x) repay in full all Indebtedness under the Credit Agreement and the
Senior Notes or offer to repay in full all such Indebtedness and to repay the
Indebtedness of each of the banks or holders thereunder, as the case may be,
that has accepted such offer or (y) obtain any requisite consent under the
Credit Agreement and the indenture governing the Senior Notes to permit the
purchase of the Notes pursuant to a Change of Control Purchase Offer as provided
for in this Indenture or take any other action as may be required under the
Credit Agreement and the indenture governing the Senior Notes to permit such
purchase.

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



                                      -58-
<PAGE>

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

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

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

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

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

                           (vi) that if a Holder elects to have a Note purchased
                  pursuant to the Change of Control Purchase Offer it will be
                  required to surrender the Note, with the form entitled "Option
                  of Holder to Elect Purchase" on the reverse of the Note
                  completed, or transfer by book-entry transfer, to the Paying
                  Agent at the address specified in the notice prior to the
                  close of business on the third Business Day prior to the Offer
                  Payment Date;

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

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

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



                                      -59-
<PAGE>

equal to any unpurchased portion of the Note surrendered. Any Note not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof.

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

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

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

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

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

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

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

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

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



                                      -60-
<PAGE>

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

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

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

         Section 4.18. Termination of Certain Covenants In Event of Investment
Grade Rating. In the event that each of the Rating Categories assigned to the
Notes by the Rating Agencies is Investment Grade, the obligations under the
covenants contained in Sections 4.07, 4.09, 4.10, 4.11, 4.15 and clause (iii) of
Section 5.01(a) hereof shall cease to apply to the Company and its Restricted
Subsidiaries from and after the date on which the second of the Rating Agencies
notifies the Company of the assignment of such Rating Category. Notwithstanding
the foregoing, if the Rating Category assigned by either Rating Agency to the
Notes should subsequently decline below Investment Grade, the foregoing
covenants and such Consolidated Net Worth requirement shall be reinstituted as
and from the date of such rating decline.

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

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

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



                                      -61-
<PAGE>

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

         Section 4.21. Limitation on Layering Indebtedness. The Company will
not, and will not permit any of the Guarantors to, 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
Guarantor, as the case may be, and senior in any respect in right of payment to
the Notes or such Guarantor's Note Guarantee, as the case may be.

                                   ARTICLE 5.
                                   SUCCESSORS

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

                           (i) either:

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

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

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



                                      -62-
<PAGE>

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

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

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

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

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

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

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



                                      -63-
<PAGE>

that, in the case of a transfer by lease, the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest on the Notes.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

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

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

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

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

                                    (A) to the Company by the Trustee; or

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

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

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

                  (d) (i) any default in the payment of the principal of any
         Indebtedness shall have occurred under any agreements, indentures or
         instruments under which the Company or any Restricted Subsidiary of the
         Company then has outstanding Indebtedness in excess of $50.0 million
         when the same shall become due and payable in full and such default
         shall have continued after any applicable grace period and shall not
         have been cured or waived; or

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

                  (e) any Note Guarantee of any Significant Subsidiary
         individually or any other Subsidiaries if such Restricted Subsidiaries
         in the aggregate represent 15% or more of



                                      -64-
<PAGE>

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

                  (f) one or more judgments, orders or decrees for the payment
         of money in excess of $50.0 million (net of amounts covered by
         insurance, bond or similar instrument), either individually or in the
         aggregate, shall be entered against the Company or any Restricted
         Subsidiary of the Company or any of their respective properties and
         shall not be discharged and either:

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

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

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

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

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

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

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

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

                  (iv) the Company or any Significant Subsidiary:



                                      -65-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

         (c) The Holders of a majority in aggregate principal amount of the
Notes outstanding may, on behalf of the Holders of all of such Notes, waive any
past defaults under this Indenture except a default in the payment of the
principal of, premium, if any, or interest on any such Note, or in respect of a



                                      -66-
<PAGE>

covenant or provision which under this Indenture cannot be modified or amended
without the consent of the Holder of each such outstanding Note.

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

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

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

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

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

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

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

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

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



                                      -67-
<PAGE>

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

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

         Section 6.07. Rights of Holders of Notes to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal, premium, if any, and interest on the Note so
held, on or after the respective due dates expressed in the Note (including in
connection with an offer to purchase), or to bring suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

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

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

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



                                      -68-
<PAGE>

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

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

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

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

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

                                   ARTICLE 7.
                                    TRUSTEE

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

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

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

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



                                      -69-
<PAGE>

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

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

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

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

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

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

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

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

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

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

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

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



                                      -70-
<PAGE>

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

         Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

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

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

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

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

         Section 7.07. Compensation and Indemnity. The Company and the
Guarantors shall pay to the Trustee from time to time reasonable compensation
for its acceptance of this Indenture and services hereunder. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of



                                      -71-
<PAGE>

an express trust. The Company and the Guarantors shall reimburse the Trustee
promptly upon request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.

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

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

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

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

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

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

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

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



                                      -72-
<PAGE>

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

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

                  (d) the Trustee becomes incapable of acting.

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

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

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

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

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

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

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



                                      -73-
<PAGE>

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

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

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

         Section 8.03. Covenant Defeasance. Upon the Company's exercise under
Section 8.01 hereof of the option applicable to this Section 8.03, the Company
shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18
and 4.21 hereof and clauses (iii), (iv) and (vi) of Section 5.01 hereof with
respect to the outstanding Notes on and after the date the conditions set forth
in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any



                                      -74-
<PAGE>

other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(c), (d), (e) and (g)
hereof shall not constitute Events of Default.

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

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

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

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

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the incurrence of



                                      -75-
<PAGE>

         Indebtedness all or a portion of the proceeds of which will be used to
         defease the Notes pursuant to this Article 8 concurrently with such
         incurrence);

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

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

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

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

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

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

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



                                      -76-
<PAGE>

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 the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

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

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

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

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

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

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

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



                                      -77-
<PAGE>

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

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

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

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

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

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority
in aggregate principal amount of the Notes then outstanding voting as a single
class may waive in writing compliance in a particular instance by the Company
with any provision of this Indenture or the Notes. However, without the written



                                      -78-
<PAGE>

consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):

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

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

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

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

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

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

                  (g) amend or modify any of the provisions of this Indenture in
         any manner which subordinates the Notes 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.

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

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



                                      -79-
<PAGE>

         Section 9.05. Notation on or Exchange of Notes. The Trustee may place
an appropriate notation about an amendment, supplement or waiver on any Note
thereafter authenticated. The Company in exchange for all Notes may issue and
the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.

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

         Section 9.06. Trustee to Sign Amendments, etc. The Trustee shall sign
any amended or supplemental Indenture authorized pursuant to this Article 9 if
the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying
conclusively upon, in addition to the documents required by Section 13.04
hereof, an Officer's Certificate and an Opinion of Counsel stating that the
execution of such amended or supplemental indenture is authorized or permitted
by this Indenture.

                                   ARTICLE 10.
                             SUBORDINATION OF NOTES

         Section 10.01. Notes Subordinate to Senior Indebtedness. The Company
and Guarantors covenant and agree, and each Holder accepting a Note, likewise
covenants and agrees, that, to the extent and in the manner hereinafter set
forth in this Article 10, the indebtedness represented by the Notes and the
Guarantees and the payment (by set-off or otherwise) of principal of, premium,
if any, interest and Additional Interest, if any, on the Notes (including with
respect to any repurchases of the Notes) will be subordinated in right of
payment to the prior payment in full in cash or, at the option of the holders of
Senior Indebtedness, in Temporary Cash Investments, of all Obligations in
respect of Senior Indebtedness, whether outstanding on the date of this
Indenture or thereafter incurred; provided, however, that the Notes and
Guarantees, the indebtedness represented thereby and the payment of the
principal of (and premium, if any), interest on and Additional Interest, if any,
on the Notes, in all respects shall rank equally with, or prior to, all existing
and future Indebtedness of the Company and the Guarantors that is expressly
subordinated to any Senior Indebtedness.

         Section 10.02. Payment Over of Proceeds Upon Dissolution, etc. Upon any
distribution to creditors of the Company or any Guarantor upon any total or
partial liquidation, dissolution or winding up of the Company or such Guarantor
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or such Guarantor or its property, whether
voluntary or involuntary, an assignment for the benefit of creditors or any
marshalling of the Company's or such Guarantor's assets and liabilities,

                  (1) the holders of Senior Indebtedness of the Company or such
         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



                                      -80-
<PAGE>

         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 in Article 8
         hereof).

         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
5 hereof 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 10.02 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 5 hereof.

         Section 10.03. Suspension of Payment When Senior Indebtedness in
Default. Neither the Company nor any 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 in Article 8 hereof) or (y)
acquire any of the Notes for cash or property or otherwise or make any other
distribution with respect to the Notes if (i) any default occurs and is
continuing in the payment when due, whether at maturity, upon any redemption, by
declaration or otherwise, of any amount of any Designated Senior Indebtedness (a
"Payment Default") or (ii) any other default occurs and is continuing with
respect to Designated Senior Indebtedness (a "Non-Payment Default") that permits
holders of, or the trustee or agent on behalf of the holders of, the Designated
Senior Indebtedness as to which such default relates to accelerate its maturity
and the Trustee receives a notice of such default (a "Payment Blockage Notice")
from the trustee or agent on behalf of holders of any Designated Senior
Indebtedness. Payments on the Notes may and shall be resumed (a) in the case of
a Payment Default, upon the date on which such default is cured or waived and
(b) in case of a Non-Payment Default, the earlier of the date on which such
Non-Payment Default is cured or waived or 179 days after the date on which the
applicable Payment Blockage Notice is received, unless a Payment Default has
occurred and is continuing, including as a result of the acceleration of the
maturity of any Designated Senior Indebtedness. After a Payment Blockage Notice
is given for a Non-Payment Default, no new period of payment blockage for a
Non-Payment Default may be commenced unless and until (i) 360 days have elapsed
since the effectiveness of the immediately prior Payment Blockage Notice and
(ii) all scheduled payments of principal, premium, if any, and interest and
Additional Interest, if any, on the Notes that have come due have been paid in
full in cash. No Non-Payment Default that existed or was continuing on the date
of delivery of any Payment Blockage Notice to the Trustee shall be, or be made,
the basis for a subsequent Payment Blockage Notice unless such Non-Payment
Default shall have been cured or waived for a period of not less than 90 days
(it being acknowledged that any subsequent action, or any breach of any
financial covenants for a period commencing after the date of delivery of any
Payment Blockage Notice which, in either case, would give



                                      -81-
<PAGE>

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 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 10.04. 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 10.02 or under the conditions described in Section 10.03, from
making payments at any time of principal of (and premium, if any) or interest or
Additional Interest, if any, on the Notes.

         Section 10.05. 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 10.06. Provisions Solely to Define Relative Rights. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the Holders of the Notes on the one hand and the
holders of Senior Indebtedness on the other hand. Nothing contained in this
Article or elsewhere in this Indenture or in the Notes is intended to or shall
(a) impair, as between the Company and the Holders of the Notes, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Notes the principal of (and premium, if any) and interest on the Notes as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Company of the Holders of the
Notes and creditors of the Company other than the holders of Senior
Indebtedness; or (c) prevent the Trustee or the Holder of any Note from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article 10 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 10.07. 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



                                      -82-
<PAGE>

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 10.08. 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.

         Section 10.09. 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 7.05
hereof, 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 7.05 hereof, 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



                                      -83-
<PAGE>

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 10.10. 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 7.05 hereof, and
the Holders of the Notes shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Notes, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article.

         Section 10.11. 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 7.07 hereof.

         Section 10.12. 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 10.11 shall not
apply to the Company or any Affiliate of the Company if it or such Affiliate
acts as Paying Agent.

         Section 10.13. 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 6 hereof 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 10.14. 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



                                      -84-
<PAGE>

or securities to which any holders of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.

         Section 10.15. Notices to Holders of Senior Indebtedness. Upon the
occurrence of any acceleration of the Notes pursuant to Section 6.02 hereof, the
Company shall promptly notify the holders of Senior Indebtedness of such
acceleration.

                                   ARTICLE 11.
                                 NOTE GUARANTEES

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

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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



                                      -85-
<PAGE>

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

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

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

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

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

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

         In the event that the Company creates or acquires any new Wholly Owned
Restricted Subsidiaries subsequent to the Issue Date or in case any existing or
future majority-owned Restricted Subsidiary shall, after the Issue Date,
guarantee any Indebtedness of the Company or any Guarantor, in each case if
required by Section 4.17 hereof, the Company shall cause such Restricted
Subsidiaries to



                                      -86-
<PAGE>

execute supplemental indentures to this Indenture and Note Guarantees in
accordance with Section 4.17 hereof and this Article 11, to the extent
applicable.

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

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

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

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

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

         Section 11.05. Releases of Note Guarantees. (a) In the event of a sale
or other disposition of all of the assets of any Guarantor, by way of merger,
consolidation, liquidation, dissolution or otherwise, or a sale or other
disposition of all to the capital stock of any Guarantor otherwise in compliance
with this Indenture (including, without limitation, Sections 4.10 and 4.15
hereof), in each case to a Person that is not (either before or after giving
effect to such transactions) a Restricted Subsidiary of the Company, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Note Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this



                                      -87-
<PAGE>

Indenture, including without limitation Section 4.10 hereof. Upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
to the effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without limitation
Section 4.10 hereof, the Trustee shall execute any documents reasonably required
and requested of it in writing in order to evidence the release of any Guarantor
from its obligations under its Note Guarantee.

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

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

         Section 11.06. Ranking of Note Guarantees. Each Subsidiary Guarantor
covenants and agrees, and each Holder by accepting a Note, 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 to the extent set forth in Article Ten hereof, 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.

                                   ARTICLE 12.
                           satisfaction and discharge

         Section 12.01. Satisfaction and Discharge. This Indenture will be
discharged and will cease to be of further effect as to all Notes issued
hereunder, when:

         (a) either:

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

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

                                    (A) have become due and payable; or



                                      -88-
<PAGE>

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

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

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

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

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

         Section 12.02. Application of Trust Money. Subject to the provisions of
Section 8.06, all money deposited with the Trustee pursuant to Section 12.01
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and
premium, if any) and interest for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

         Section 13.01. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by TIA Section
318(c), the imposed duties shall control.



                                      -89-
<PAGE>

         Section 13.02. Notices. Any notice or communication by the Company, any
Guarantor or the Trustee to the others is duly given if in writing and delivered
in Person or mailed by first class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, to the others' address:

         If to the Company and/or any Guarantor:

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

         With a copy to:

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

                  If to the Trustee:

                  Manufacturers and Traders Trust Company
                  One M & T Plaza
                  7th Floor, Corporate Trust Department
                  Buffalo, New York 14203

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

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

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



                                      -90-
<PAGE>

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

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

         Section 13.03. Communication by Holders of Notes with Other Holders of
Notes. Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

         Section 13.04. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                  (a) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in this Indenture relating to the proposed action have been satisfied;
         and

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

         Section 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e)
and shall include:

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

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

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

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

         Section 13.06. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.



                                      -91-
<PAGE>

         Section 13.07. No Personal Liability of Directors, Officers, Employees
and Stockholders. No past, present or future director, officer, employee,
incorporator or stockholder of the Company or any Guarantor, as such, shall have
any liability for any obligations of the Company or such Guarantor under the
Notes, the Note Guarantees, this Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

         Section 13.08. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

         Section 13.09. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

         Section 13.10. Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors. All agreements of each Guarantor in
this Indenture shall bind its successors, except as otherwise provided in
Section 11.05.

         Section 13.11. Severability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         Section 13.12. Counterpart Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         Section 13.13. Table of Contents, Headings, etc. The Table of Contents,
Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                         [Signatures on following page]



                                      -92-
<PAGE>

                                   SIGNATURES


Dated as of April 15, 2002

                                       FLEMING COMPANIES, INC.


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

                                       ABCO FOOD GROUP, INC., as Guarantor


                                       By:   /s/ James R. Vaughan
                                          --------------------------------------
                                          Name:  James R. Vaughan
                                          Title: President

                                       ABCO MARKETS, INC., as Guarantor


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

                                       ABCO REALTY CORP., as Guarantor


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

                                       AG, L.L.C., as Guarantor, by Fleming
                                       Companies, Inc. as its sole member


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




                                      -93-
<PAGE>

                                       AMERICAN LOGISTICS GROUP, INC., as
                                       Guarantor


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


                                       ARIZONA PRICE IMPACT, L.L.C., as
                                       Guarantor


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



                                       BAKER'S FOOD GROUP, INC., as Guarantor


                                       By:   /s/ James R. Vaughan
                                          --------------------------------------
                                          Name:  James R. Vaughan
                                          Title: President


                                       CARDINAL WHOLESALE, INC., as Guarantor


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



                                       DUNIGAN FUELS, INC., as Guarantor


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




                                      -94-
<PAGE>


                                       FAVAR CONCEPTS, LTD., as Guarantor


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




                                       FLEMING FOODS MANAGEMENT CO., L.L.C., as
                                       Guarantor


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


                                       FLEMING FOODS OF TEXAS, L.P., as
                                       Guarantor


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

                                       FLEMING INTERNATIONAL LTD., as Guarantor


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

                                       FLEMING SUPERMARKETS OF FLORIDA, INC.


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



                                      -95-
<PAGE>

                                       FLEMING TRANSPORTATION SERVICE, INC., as
                                       Guarantor


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

                                       FLEMING WHOLESALE, INC., as Guarantor


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

                                       FOOD 4 LESS BEVERAGE COMPANY, INC., as
                                       Guarantor


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



                                       FUELSERV, INC., as Guarantor


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

                                       GATEWAY INSURANCE AGENCY, INC., as
                                       Guarantor


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



                                      -96-
<PAGE>

                                       LAS, INC., as Guarantor


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

                                       MINTER-WEISMAN CO., as Guarantor


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

                                       PIGGLY WIGGLY COMPANY, as Guarantor


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

                                       PROGRESSIVE REALTY, INC., as Guarantor


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



                                       RAINBOW FOOD GROUP, INC., as Guarantor


                                       By:   /s/ James R. Vaughan
                                          --------------------------------------
                                          Name:  James R. Vaughan
                                          Title: President

                                       RETAIL INVESTMENTS, INC., as Guarantor


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



                                      -97-
<PAGE>

                                       RETAIL SUPERMARKETS, INC., as Guarantor


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

                                       RFS MARKETING SERVICES, INC., as
                                       Guarantor


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

                                       RICHMAR FOODS, INC., as Guarantor


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

                                       SCRIVNER TRANSPORTATION, INC., as
                                       Guarantor


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



                                      -98-
<PAGE>
                                       MANUFACTURERS AND TRADERS TRUST
                                       COMPANY, not in its individual capacity,
                                       but solely as Trustee

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

<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]
================================================================================

                                                         CUSIP/CINS ____________

                o   9 7/8% Senior Subordinated Notes due 2012

No. ___                                                             $___________

                             FLEMING COMPANIES, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of
                     -----------------------------------------------------------

Dollars on May 1, 2012.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

Dated:

                                       FLEMING COMPANIES, INC.


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



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

MANUFACTURERS AND TRADERS TRUST COMPANY,
  as Trustee

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

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



                                      A-1
<PAGE>

                                 [Back of Note]
                    9 7/8% Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. INTEREST. Fleming Companies, Inc., an Oklahoma corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
9 7/8% per annum from [ ] until maturity. The Company will pay interest
semi-annually in arrears on May 1 and November 1 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the date of
issuance thereof or from the most recent date to which interest has been paid;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be [ ]. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the April 15 or October 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium, if any, and interest at the office or agency of the
Company maintained for such purpose within or without the City and State of New
York, or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders;
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest, and premium, if any, on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. The Company
reserves the right to pay interest to Holders of Notes by check mailed to such
Holders at their registered addresses or by wire transfer to Holders of at least
$5.0 million aggregate principal amount of Notes.

         3. PAYING AGENT AND REGISTRAR. Initially, Manufacturers and Traders
Trust Company, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.



                                      A-2
<PAGE>

         4. INDENTURE. The Company issued the Notes under an Indenture dated as
of April 15, 2002 ("Indenture") among the Company, the Guarantors named therein
and the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. To the extent any provision of this Note conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling. The Notes are obligations of the Company which may be
issued in unlimited amounts from time to time subject to compliance with Section
4.09 of the Indenture. The Company is issuing $260.0 million in aggregate
principal amount of Notes on the Issue Date.

         5. OPTIONAL REDEMPTION.

         Optional Redemption. (a) Except as described below, the Notes are not
redeemable before May 1, 2007. Thereafter, the Company may redeem the Notes at
its option, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the following redemption prices (expressed as percentages of the
principal amount thereof) if redeemed during the twelve month period commencing
on May 1 of the year set forth below.

<Table>
<Caption>
                                     YEAR                              PERCENTAGE
                                     ----                              ----------
<S>                                                                    <C>
                     2007................................               104.938%
                     2008................................               103.292%
                     2009................................               101.646%
                     2010 and thereafter.................               100.000%
</Table>

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

         (b) Notwithstanding the foregoing, up to 35% of the initial aggregate
principal amount of the Notes may be redeemed on or prior to May 1, 2005, at the
option of the Company, within 90 days of an Equity Offering with the net
proceeds of such offering at a redemption price equal to 109.875% of the
principal amount thereof, together with accrued and unpaid interest, if any, to
the date of redemption (subject to the right of holders of record on relevant
record dates to receive interest due on relevant interest payment dates);
provided, that after giving effect to such redemption at least 65% of the Notes
originally issued under the Indenture remains outstanding.

         6. MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.



                                      A-3
<PAGE>

         7. REPURCHASE AT OPTION OF HOLDER.

         (a) Upon the occurrence of a Change of Control, the Company will be
required to offer to purchase all of the outstanding Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, thereon to the date of repurchase.

         (b) The Company is, subject to certain conditions, obligated to make an
offer to purchase the Notes at 100% of their principal amount, plus accrued and
unpaid interest, if any, thereon to the date of repurchase with certain net cash
proceeds of certain sales or other dispositions of assets in accordance with the
Indenture.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company and the Trustee may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture. The Company need not exchange or register
the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in principal
amount of the then outstanding Notes voting as a single class, and any existing
default or compliance with any provision of the Indenture, the Note Guarantees
or the Notes may be waived with the written consent of the Holders of a majority
in principal amount of the then outstanding Notes voting as a single class.
Without the consent of any Holder of a Note, the Indenture, the Note Guarantees
or the Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's or
Guarantor's obligations to Holders of the Notes in case of a merger or
consolidation, to make any change that would provide any additional rights or
benefits to the Holders of the Notes or that does not adversely affect in any
material respects the rights under the Indenture of any such Holder, to comply
with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act, or to allow any
Guarantor to execute a



                                      A-4
<PAGE>

supplemental indenture to the Indenture and/or a Note Guarantee with respect to
the Notes, or to evidence and provide for the acceptance of appointment under
the Indenture of a successor Trustee.

         12. DEFAULTS AND REMEDIES. Events of Default are set forth in the
Indenture. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes will become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in
writing in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by written notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         13. SUBORDINATION. The Notes will be subordinated in right of payment
to all existing and future Senior Indebtedness of the Company to the extent set
forth in the Indenture.

         14. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         15. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         16. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

         18. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the



                                      A-5
<PAGE>

Registration Rights Agreement dated as of April 15, 2002, between the Company
and the parties named on the signature pages thereof (the "Registration Rights
Agreement").

         19. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.



                                      A-6
<PAGE>

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75029
Attention: Investor Relations



                                      A-7
<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                             -----------------------------------
                                               (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________
                                       Your Signature:
                                                      --------------------------
                                       (Sign exactly as your name appears on the
                                       face of this Note)

Signature Guarantee*:
                      -------------------------

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



                                      A-8
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

                        [ ] Section 4.10        [ ] Section 4.14

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                   $_______________

Date: _______________

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

                                       Tax Identification No.:
                                                              ------------------

Signature Guarantee*:
                     -----------------------

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



                                      A-9
<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<Table>
<Caption>

                                                                          Principal Amount of
                                Amount of              Amount of           this Global Note         Signature of
                               decrease in            increase in           following such       authorized officer
                            Principal Amount        Principal Amount           decrease          of Trustee or Note
    Date of Exchange       of this Global Note    of this Global Note        (or increase)            Custodian
    ----------------       -------------------    -------------------     -------------------    ------------------
<S>                        <C>                    <C>                     <C>                    <C>



</Table>



                                      A-10
<PAGE>

                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER


Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75029

[Registrar address block]

         Re: 9 7/8% Senior Subordinated Notes due 2012

         Reference is hereby made to the Indenture, dated as of April 15, 2002
(the "Indenture"), among Fleming Companies, Inc., an Oklahoma corporation, as
issuer (the "Company"), the Guarantors named therein and Manufacturers and
Traders Trust Company, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was



                                      B-1
<PAGE>

outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                  (a) [ ] such Transfer is being effected pursuant to and in
         accordance with Rule 144 under the Securities Act;

                                       or

                  (b) [ ] such Transfer is being effected to the Company or a
         subsidiary thereof;

                                       or

                  (c) [ ] such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d) [ ] such Transfer is being effected to an Institutional
         Accredited Investor and pursuant to an exemption from the registration
         requirements of the Securities Act other than Rule 144A, Rule 144 or
         Rule 904, and the Transferor hereby further certifies that it has not
         engaged in any general solicitation within the meaning of Regulation D
         under the Securities Act and the Transfer complies with the transfer
         restrictions applicable to beneficial interests in a Restricted Global
         Note or Restricted Definitive Notes and the requirements of the
         exemption claimed, which certification is supported by (1) a
         certificate executed by the Transferee in the form of Exhibit D to the
         Indenture and (2) if such Transfer is in respect of a principal amount
         of Notes at the time of transfer of less than $250,000, an Opinion of
         Counsel provided by the Transferor or the Transferee (a copy of which
         the Transferor has attached to this certification), to the effect that
         such Transfer is in compliance with the Securities Act. Upon
         consummation



                                      B-2
<PAGE>

         of the proposed transfer in accordance with the terms of the Indenture,
         the transferred beneficial interest or Definitive Note will be subject
         to the restrictions on transfer enumerated in the Private Placement
         Legend printed on the IAI Global Note and/or the Definitive Notes and
         in the Indenture and the Securities Act.

         4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

                  (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The
         Transfer is being effected pursuant to and in accordance with Rule 144
         under the Securities Act and in compliance with the transfer
         restrictions contained in the Indenture and any applicable blue sky
         securities laws of any state of the United States and (ii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act. Upon consummation of the proposed Transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will no longer be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the Restricted Global Notes, on Restricted Definitive Notes
         and in the Indenture.

                  (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
         Transfer is being effected pursuant to and in accordance with Rule 903
         or Rule 904 under the Securities Act and in compliance with the
         transfer restrictions contained in the Indenture and any applicable
         blue sky securities laws of any state of the United States and (ii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act. Upon consummation of the proposed Transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will no longer be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the Restricted Global Notes, on Restricted Definitive Notes
         and in the Indenture.

                  (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
         The Transfer is being effected pursuant to and in compliance with an
         exemption from the registration requirements of the Securities Act
         other than Rule 144, Rule 903 or Rule 904 and in compliance with the
         transfer restrictions contained in the Indenture and any applicable
         blue sky securities laws of any State of the United States and (ii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act. Upon consummation of the proposed Transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will not be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the
         Restricted Global Notes or Restricted Definitive Notes and in the
         Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       [Insert Name of Transferor]


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

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



                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

                  (a) [ ] a beneficial interest in the:

                           (i)   [ ]  144A Global Note (CUSIP _________), or

                           (ii)  [ ]  Regulation S Global Note (CUSIP
                                      _________), or

                           (iii) [ ]  IAI Global Note (CUSIP _________); or

                  (b) [ ]  a Restricted Definitive Note.

         2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                  (a) [ ]  a beneficial interest in the:

                           (i)   [ ]  144A Global Note (CUSIP _________), or

                           (ii)  [ ]  Regulation S Global Note (CUSIP
                                      _________), or

                           (iii) [ ]  IAI Global Note (CUSIP _________); or

                           (iv)  [ ]  Unrestricted Global Note (CUSIP
                                      _________); or

                  (b) [ ]  a Restricted Definitive Note; or

                  (c) [ ]  an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.



                                      B-4
<PAGE>

                                                                       EXHIBIT C


                         FORM OF CERTIFICATE OF EXCHANGE


Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75029

[Registrar address block]

         Re: 9 7/8% Senior Subordinated Notes due 2012

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of April 15, 2002
(the "Indenture"), among Fleming Companies, Inc., an Oklahoma corporation, as
issuer (the "Company"), the Guarantors named therein and Manufacturers and
Traders Trust Company, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
         NOTE. In connection with the Exchange of the Owner's beneficial
         interest in a Restricted Global Note for a beneficial interest in an
         Unrestricted Global Note in an equal principal amount, the Owner hereby
         certifies (i) the beneficial interest is being acquired for the Owner's
         own account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to the Global
         Notes and pursuant to and in accordance with the United States
         Securities Act of 1933, as amended (the "Securities Act"), (iii) the
         restrictions on transfer contained in the Indenture and the Private
         Placement Legend are not required in order to maintain compliance with
         the Securities Act and (iv) the beneficial interest in an Unrestricted
         Global Note is being acquired in compliance with any applicable blue
         sky securities laws of any state of the United States.

                  (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection
         with the Exchange of the Owner's beneficial interest in a Restricted
         Global Note for an Unrestricted Definitive Note, the Owner hereby
         certifies (i) the Definitive Note is being acquired for the Owner's own
         account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to the



                                      C-1
<PAGE>

         Restricted Global Notes and pursuant to and in accordance with the
         Securities Act, (iii) the restrictions on transfer contained in the
         Indenture and the Private Placement Legend are not required in order to
         maintain compliance with the Securities Act and (iv) the Definitive
         Note is being acquired in compliance with any applicable blue sky
         securities laws of any state of the United States.

                  (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
         with the Owner's Exchange of a Restricted Definitive Note for a
         beneficial interest in an Unrestricted Global Note, the Owner hereby
         certifies (i) the beneficial interest is being acquired for the Owner's
         own account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to Restricted
         Definitive Notes and pursuant to and in accordance with the Securities
         Act, (iii) the restrictions on transfer contained in the Indenture and
         the Private Placement Legend are not required in order to maintain
         compliance with the Securities Act and (iv) the beneficial interest is
         being acquired in compliance with any applicable blue sky securities
         laws of any state of the United States.

                  (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's
         Exchange of a Restricted Definitive Note for an Unrestricted Definitive
         Note, the Owner hereby certifies (i) the Unrestricted Definitive Note
         is being acquired for the Owner's own account without transfer, (ii)
         such Exchange has been effected in compliance with the transfer
         restrictions applicable to Restricted Definitive Notes and pursuant to
         and in accordance with the Securities Act, (iii) the restrictions on
         transfer contained in the Indenture and the Private Placement Legend
         are not required in order to maintain compliance with the Securities
         Act and (iv) the Unrestricted Definitive Note is being acquired in
         compliance with any applicable blue sky securities laws of any state of
         the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection
         with the Exchange of the Owner's beneficial interest in a Restricted
         Global Note for a Restricted Definitive Note with an equal principal
         amount, the Owner hereby certifies that the Restricted Definitive Note
         is being acquired for the Owner's own account without transfer. Upon
         consummation of the proposed Exchange in accordance with the terms of
         the Indenture, the Restricted Definitive Note issued will continue to
         be subject to the restrictions on transfer enumerated in the Private
         Placement Legend printed on the Restricted Definitive Note and in the
         Indenture and the Securities Act.

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with
         the Exchange of the Owner's Restricted Definitive Note for a beneficial
         interest in the [CHECK ONE] "144A Global Note, "Regulation S Global
         Note, "IAI Global Note with an equal principal amount, the Owner hereby
         certifies (i) the beneficial interest is being acquired for the Owner's
         own account without transfer and (ii) such Exchange has been effected
         in compliance with the transfer restrictions applicable to the



                                      C-2
<PAGE>

         Restricted Global Notes and pursuant to and in accordance with the
         Securities Act, and in compliance with any applicable blue sky
         securities laws of any state of the United States. Upon consummation of
         the proposed Exchange in accordance with the terms of the Indenture,
         the beneficial interest issued will be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the
         relevant Restricted Global Note and in the Indenture and the Securities
         Act.



                                      C-3
<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       -----------------------------------------
                                                [Insert Name of Transferor]


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

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



                                      C-4
<PAGE>

                                                                       EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


Fleming Companies, Inc.
1945 Lakepointe Drive
Lewisville, Texas 75029

[Registrar address block]

         Re: 9 7/8% Senior Subordinated Notes due 2012

         Reference is hereby made to the Indenture, dated as of April 15, 2002
(the "Indenture"), among Fleming Companies, Inc., an Oklahoma corporation, as
issuer (the "Company"), the Guarantors named therein and Manufacturers and
Traders Trust Company, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [ ] a beneficial interest in a Global Note, or

         (b) [ ] a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the



                                      D-1
<PAGE>

Securities Act or (F) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing the
Definitive Note or beneficial interest in a Global Note from us in a transaction
meeting the requirements of clauses (A) through (E) of this paragraph a notice
advising such purchaser that resales thereof are restricted as stated herein.

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

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

                                       -----------------------------------------
                                          [Insert Name of Accredited Investor]


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

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



                                      D-2
<PAGE>

                                                                       EXHIBIT E


                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of April 15, 2002 (the "Indenture") among
Fleming Companies, Inc., an Oklahoma corporation (the "Company"), the Guarantors
listed on the signature pages thereto and Manufacturers and Traders Trust
Company, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are
expressly set forth in Article 11 of the Indenture and reference is hereby made
to the Indenture for the precise terms of the Note Guarantee.

                                       [NAME OF GUARANTOR(S)]


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



                                      E-1
<PAGE>

                                                                       EXHIBIT F


                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Fleming Companies, Inc. (or its permitted successor), an Oklahoma
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and Manufacturers and Traders Trust Company,
as trustee under the indenture referred to below (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of April 15, 2002 providing for
the issuance from time to time of the Company's 9 7/8% Senior Subordinated Notes
due 2012 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

                  (a) Along with all Guarantors named in the Indenture, to
         jointly and severally Guarantee to each Holder of a Note authenticated
         and delivered by the Trustee and to the Trustee and its successors and
         assigns, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                           (i) the principal of and interest on the Notes will
                  be promptly paid in full when due, whether at maturity, by
                  acceleration, redemption or otherwise, and interest on the
                  overdue principal of and interest on the Notes, if any, if
                  lawful, and all other obligations of the Company to the
                  Holders or the Trustee hereunder or thereunder will be
                  promptly paid in full or performed, all in accordance with the
                  terms hereof and thereof; and



                                      F-1
<PAGE>

                           (ii) in case of any extension of time of payment or
                  renewal of any Notes or any of such other obligations, that
                  same will be promptly paid in full when due or performed in
                  accordance with the terms of the extension or renewal, whether
                  at stated maturity, by acceleration or otherwise. Failing
                  payment when due of any amount so guaranteed or any
                  performance so guaranteed for whatever reason, the Guarantors
                  shall be jointly and severally obligated to pay the same
                  immediately.

                  (b) The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder of the Notes with respect to any
         provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance which
         might otherwise constitute a legal or equitable discharge or defense of
         a guarantor.

                  (c) The following is hereby waived: diligence presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever.

                  (d) This Note Guarantee shall not be discharged except by
         complete performance of the obligations contained in the Notes and the
         Indenture, and the Guaranteeing Subsidiary accepts all obligations of a
         Guarantor under the Indenture.

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

                  (f) The Guaranteeing Subsidiary shall not be entitled to any
         right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.

                  (g) As between the Guarantors, on the one hand, and the
         Holders and the Trustee, on the other hand, (x) the maturity of the
         obligations guaranteed hereby may be accelerated as provided in Article
         6 of the Indenture for the purposes of this Note Guarantee,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the obligations guaranteed hereby, and
         (y) in the event of any declaration of acceleration of such obligations
         as provided in Article 6 of the Indenture, such obligations (whether or
         not due and payable) shall forthwith become due and payable by the
         Guarantors for the purpose of this Note Guarantee.

                  (h) The Guarantors shall have the right to seek contribution
         from any non-paying Guarantor so long as the exercise of such right
         does not impair the rights of the Holders under the Guarantee.



                                      F-2
<PAGE>

                  (i) Pursuant to Section 11.02 of the Indenture, after giving
         effect to any maximum amount and any other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the obligations of such
         other Guarantor under Article 11 of the Indenture, this new Note
         Guarantee shall be limited to the maximum amount permissible such that
         the obligations of such Guarantor under this Note Guarantee will not
         constitute a fraudulent transfer or conveyance.

         3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

         4. GUARANTEEING SUBSIDIARY mAY CONSOLIDATE, eTC. ON CERTAIN TERMS.

                  (a) The Guaranteeing Subsidiary may not consolidate with or
         merge with or into (whether or not such Guarantor is the surviving
         Person) another corporation, Person or entity whether or not affiliated
         with such Guarantor unless:

                           (i) subject to Sections 11.04 and 11.05 of the
                  Indenture, the Person formed by or surviving any such
                  consolidation or merger (if other than a Guarantor or the
                  Company) unconditionally assumes all the obligations of such
                  Guarantor, pursuant to a supplemental indenture in form and
                  substance reasonably satisfactory to the Trustee, under the
                  Notes, the Indenture and the Note Guarantee on the terms set
                  forth herein or therein; and

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

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

                  (c) Except as set forth in Articles 4 and 5 and Section 11.05
         of Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
         above, nothing contained in the Indenture or in any of the Notes shall
         prevent any consolidation or merger of a Guarantor with or into the



                                      F-3
<PAGE>

         Company or another Guarantor, or shall prevent any sale or conveyance
         of the property of a Guarantor as an entirety or substantially as an
         entirety to the Company or another Guarantor.

         5. RELEASES.

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

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

         6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

         7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.



                                      F-4
<PAGE>

         10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



                                      F-5
<PAGE>

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

Dated:               ,
      ---------------  ----

                                       [GUARANTEEING SUBSIDIARY]


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


                                       FLEMING COMPANIES, INC.


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


                                       MANUFACTURERS AND TRADERS TRUST COMPANY,
                                         not in its individual capacity but
                                         solely as Trustee


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



                                      F-6