<PAGE>
                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY


                             FLEMING COMPANIES, INC.

                          9 1/4% SENIOR NOTES DUE 2010


                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of June 18, 2002

                                       to

                       Indenture Dated as of June 18, 2002


                     MANUFACTURERS AND TRADERS TRUST COMPANY

                                     Trustee
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                                TABLE OF CONTENTS
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                                    ARTICLE I

                      Application of Supplemental Indenture
                  and Creation of 9 1/4% Senior Notes due 2010

Section 1.01        Application of This Supplemental Indenture...............................................     2
Section 1.02        Effect of Supplemental Indenture.........................................................     2
Section 1.03        Authentication; Designation and Amount of Notes..........................................     3
Section 1.04        Form and Dating..........................................................................     4
Section 1.05        Registrar and Paying Agent...............................................................     5
Section 1.06        Paying Agent to Hold Money in Trust......................................................     5
Section 1.07        Defaulted Interest.......................................................................     6
Section 1.08        Outstanding Notes........................................................................     6
Section 1.09        Treasury Notes...........................................................................     6

                                   ARTICLE II

                   Definitions and Incorporation by Reference

Section 2.01        Definitions..............................................................................     7
Section 2.02        Other Definitions........................................................................    32

                                   ARTICLE III

                              Transfer and Exchange

Section 3.01        Transfer and Exchange of Global Notes....................................................    33
Section 3.02        Global Notes.............................................................................    33
Section 3.03        Transfer and Exchange of Beneficial Interests in the Global Notes........................    33
Section 3.04        Transfer or Exchange of Beneficial Interests for Definitive Notes........................    36
Section 3.05        Transfer and Exchange of Definitive Notes for Beneficial Interests.......................    38
Section 3.06        Transfer and Exchange of Definitive Notes for Definitive Notes...........................    41
Section 3.07        Exchange Offer...........................................................................    42
Section 3.08        Legends..................................................................................    43
Section 3.09        Cancellation and/or Adjustment of Global Notes...........................................    44
Section 3.10        General Provisions Relating to Transfers and Exchanges...................................    45

                                   ARTICLE IV

                                   Redemption

Section 4.01        Optional Redemption......................................................................    46
Section 4.02        Mandatory Redemption.....................................................................    46
Section 4.03        Offer to Purchase by Application of Excess Proceeds......................................    47
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                                    ARTICLE V

                                    Covenants

Section 5.01        Restricted Payments......................................................................    49
Section 5.02        Dividend and Other Payment Restrictions Affecting Subsidiaries...........................    52
Section 5.03        Incurrence of Indebtedness...............................................................    53
Section 5.04        Asset Sales..............................................................................    54
Section 5.05        Transactions with Affiliates.............................................................    55
Section 5.06        Liens....................................................................................    56
Section 5.07        Offer to Repurchase upon Change of Control...............................................    56
Section 5.08        Limitation on Issuances and Sales of Capital Stock of Subsidiaries.......................    58
Section 5.09        Payments for Consent.....................................................................    58
Section 5.10        Additional Guarantees....................................................................    59
Section 5.11        Termination of Certain Covenants in Event of Investment Grade Rating.....................    59
Section 5.12        Additional Interest......................................................................    59
Section 5.13        Reports..................................................................................    59

                                   ARTICLE VI

                                Successor Company

Section 6.01        Merger, Consolidation and Sale of Assets.................................................    60
Section 6.02        Successor Corporation Substituted........................................................    61

                                   ARTICLE VII

                              Defaults and Remedies

Section 7.01        Events of Default........................................................................    62
Section 7.02        Acceleration.............................................................................    64
Section 7.03        Other Remedies...........................................................................    65
Section 7.04        Waiver of Past Defaults..................................................................    65
Section 7.05        Control by Majority......................................................................    65
Section 7.06        Limitation on Suits......................................................................    66
Section 7.07        Rights of Holders of Notes to Receive Payment............................................    66
Section 7.08        Collection Suit by Trustee...............................................................    66
Section 7.09        Trustee May File Proofs of Claim.........................................................    66
Section 7.10        Priorities...............................................................................    67
Section 7.11        Undertaking for Costs....................................................................    67

                                  ARTICLE VIII

                    Legal Defeasance and Covenant Defeasance

Section 8.01        Option to Effect Legal Defeasance or Covenant Defeasance.................................    68
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Section 8.02        Legal Defeasance and Discharge...........................................................    68
Section 8.03        Covenant Defeasance......................................................................    68
Section 8.04        Conditions to Legal or Covenant Defeasance...............................................    69
Section 8.05        Deposited Money and Government Securities to Be Held in Trust; Other
                        Miscellaneous Provisions.............................................................    70
Section 8.06        Repayment to Company.....................................................................    71
Section 8.07        Reinstatement............................................................................    71
Section 8.08        Satisfaction and Discharge...............................................................    71
Section 8.09        Application of Trust Money...............................................................    72

                                   ARTICLE IX

                        Amendment, Supplement and Waiver

Section 9.01        Without Consent of Holders of Notes......................................................    73
Section 9.02        With Consent of Holders of Notes.........................................................    73
Section 9.03        Compliance with Trust Indenture Act......................................................    75
Section 9.04        Revocation and Effect of Consents........................................................    75
Section 9.05        Notation on or Exchange of Notes.........................................................    75
Section 9.06        Trustee to Sign Amendments, etc..........................................................    75

                                    ARTICLE X

                                    Guarantee

Section 10.01       Guarantee................................................................................    76
Section 10.02       Limitation on Guarantor Liability........................................................    77
Section 10.03       Execution and Delivery of Note Guarantee.................................................    77
Section 10.04       Guarantors May Consolidate, etc., on Certain Terms.......................................    78
Section 10.05       Releases of Note Guarantees..............................................................    78

                                   ARTICLE XI

                                  Miscellaneous

Section 11.01       Trust Indenture Act Controls.............................................................    79
Section 11.02       Notices..................................................................................    79
Section 11.03       Communication by Holders of Notes with Other Holders of Notes............................    80
Section 11.04       Certificate and Opinion as to Conditions Precedent.......................................    81
Section 11.05       Statements Required in Certificate or Opinion............................................    81
Section 11.06       Rules by Trustee and Agents..............................................................    81
Section 11.07       No Personal Liability of Directors, Officers, Employees and
                        Stockholders.........................................................................    81
Section 11.08       Governing Law............................................................................    82
Section 11.09       No Adverse Interpretation of Other Agreements............................................    82
Section 11.10       Successors...............................................................................    82
Section 11.11       Severability.............................................................................    82
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Section 11.12       Counterpart Originals....................................................................    82
Section 11.13       Table of Contents, Headings, etc.........................................................    82

EXHIBIT A           FORM OF NOTE
EXHIBIT B           FORM OF NOTATION OF GUARANTEE
EXHIBIT C           FORM OF CERTIFICATE OF TRANSFER
EXHIBIT D           FORM OF CERTIFICATE OF EXCHANGE
EXHIBIT E           FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
EXHIBIT F           FORM OF SUPPLEMENT TO SUPPLEMENTAL INDENTURE
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                                      -iv-
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                  This FIRST SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture") dated as of June 18, 2002 among Fleming Companies, Inc., an Oklahoma
corporation (the "Company"), the Guarantors and Manufacturers and Traders Trust
Company, as trustee (the "Trustee") to the Indenture dated as of June 18, 2002
between the Company and the Trustee (the "Base Indenture" and as supplemented by
this Supplemental Indenture, the "Indenture").

                                    RECITALS

                  WHEREAS, the Company and the Trustee have heretofore executed
and delivered the Base Indenture to provide for the issuance of the Company's
debt securities in one or more series;

                  WHEREAS, Sections 2.1, 2.2 and 9.1 of the Base Indenture
provide, among other things, that the Company and the Trustee may enter into
indentures supplemental to the Base Indenture to provide for specific terms
applicable to any series of Securities (as defined in the Base Indenture) and to
add to or modify the covenants of the Company or other provisions of the Base
Indenture for the benefit of the Holders of all or any series of Securities;

                  WHEREAS, the Company has duly authorized the execution and
delivery of this Supplemental Indenture to provide for the issuance on the Issue
Date, of $200,000,000 aggregate principal amount of its 9 1/4% Senior Notes due
2010 (the "Initial Notes");

                  WHEREAS, the Company may, if permitted to do so pursuant to
the terms of the Credit Agreement, the Initial Notes, the Existing Notes and the
terms of its other indebtedness existing on such future date, authorize the
issuance of:

                  (i) if and when issued, additional 9 1/4% Senior Notes due
         2010 which may be offered subsequent to the Issue Date in accordance
         with the Indenture (the "Additional Notes"), which may be in the form
         of Restricted Additional Notes or Unrestricted Additional Notes;

                  (ii) if and when issued pursuant to a registered exchange
         offer for Restricted Additional Notes as provided for in the applicable
         Registration Rights Agreement, if any, its additional 9 1/4% Senior
         Notes due 2010 (the "Exchange Notes"); and

                  (iii) if and when issued pursuant to a private exchange for
         Restricted Additional Notes as provided for in the applicable
         Registration Rights Agreement, if any, its additional 9 1/4% Senior
         Notes due 2010 (the "Private Exchange Notes," and together with the
         Initial Notes, any Additional Notes and any Exchange Notes, the
         "Notes"),

pursuant to this Supplemental Indenture and the Company and the Trustee have
agreed that the Company shall issue and deliver, and the Trustee shall
authenticate, the Notes pursuant to the terms of this Supplemental Indenture and
substantially in the form set forth as Exhibit A hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by the Base Indenture and this Supplemental Indenture;

                  WHEREAS, the Guarantors have duly authorized the execution and
delivery of this Supplemental Indenture to provide for the guarantee of the
Initial Notes by the Guarantors substan-
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                                      -2-

tially in the form of Exhibit B hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
the Base Indenture and this Supplemental Indenture; and

                  WHEREAS, all action on the part of the Company and the
Guarantors necessary to make this Supplemental Indenture a valid agreement of
the Company and the Guarantors and to authorize the issuance of the Initial
Notes (and the Note Guarantee endorsed thereon) under the Indenture has been
duly taken;

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the sufficiency and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I

                      APPLICATION OF SUPPLEMENTAL INDENTURE
                  AND CREATION OF 9 1/4% SENIOR NOTES DUE 2010

Section 1.01        Application of This Supplemental Indenture.

                  Notwithstanding any other provision of this Supplemental
Indenture, the provisions of this Supplemental Indenture, including as provided
in Section 1.02 below, are expressly and solely for the benefit of the Holders
of the Notes and the Note Guarantees. The Notes constitute a series of
Securities as provided in Section 2.1 of the Base Indenture. Unless otherwise
expressly specified, references in this Supplemental Indenture to specific
Article numbers or Section numbers refer to Articles and Sections contained in
this Supplemental Indenture, and not the Base Indenture or any other document.

Section 1.02        Effect of Supplemental Indenture.

                  With respect to the Notes (and any Note Guarantee endorsed
thereon) only, the Base Indenture shall be supplemented pursuant to Sections
2.1, 2.2 and 9.1 thereof to establish the terms of the Notes (and any Note
Guarantee endorsed thereon) as set forth in this Supplemental Indenture,
including as follows:

                  (a) Definitions. The definitions set forth in Article I of the
         Base Indenture shall be modified to the extent provided in Article II
         of this Supplemental Indenture;

                  (b) Form and Terms. The form and terms of the securities
         representing the Notes required to be established pursuant to Sections
         2.1 through 2.5, 2.9, 2.10 and 2.13 of the Base Indenture shall be
         established in accordance with Sections 1.03 through 1.09 of this
         Supplemental Indenture;

                  (c) Transfer and Exchange. The provisions of Section 2.7 of
         the Base Indenture regarding transfer and exchange are deleted and
         replaced in their entirety by the provisions of Article III of this
         Supplemental Indenture;
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                                      -3-



                  (d) Redemption. The provisions of Article III of the Base
         Indenture regarding redemption are supplemented by the provisions of
         Article IV of this Supplemental Indenture;

                  (e) Covenants. The provisions of Article IV of the Base
         Indenture regarding certain covenants of the Company are supplemented
         and amended by the provisions of Article V of this Supplemental
         Indenture;

                  (f) Successors. The provisions of Article V of the Base
         Indenture regarding successors are deleted and replaced in their
         entirety by Article VI of this Supplemental Indenture;

                  (g) Events of Default. The provisions of Article VI of the
         Base Indenture regarding Events of Default are deleted and replaced in
         their entirety by the provisions of Article VII of this Supplemental
         Indenture;

                  (h) Satisfaction and Discharge; Defeasance. The provisions of
         Article VIII of the Base Indenture regarding satisfaction, discharge
         and defeasance are deleted and replaced in their entirety by the
         provisions of Article VIII of this Supplemental Indenture;

                  (i) Amendments and Waivers. The provisions of Article IX of
         the Base Indenture regarding amendments and waivers are deleted and
         replaced in their entirety by the provisions of Article IX of this
         Supplemental Indenture;

                  (j) Guarantees. The provisions of Article X of this
         Supplemental Indenture regarding Note Guarantees shall supplement the
         Base Indenture; and

                  (k) Miscellaneous. The provisions of Article XI of this
         Supplemental Indenture regarding other items shall supplement the Base
         Indenture.

                  To the extent that the provisions of this Supplemental
Indenture (including those referred to in clauses (a) through (k) above)
conflict with any provision of the Base Indenture, the provisions of this
Supplemental Indenture shall govern and be controlling, solely with respect to
the Notes (and any Note Guarantee endorsed thereon).

Section 1.03        Authentication; Designation and Amount of Notes.

                  The Notes shall be known and designated as the "9 1/4% Senior
Notes due 2010." 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 an aggregate principal amount not to exceed
$200,000,000 (other than as provided in Section 2.8 of the Base Indenture)
(except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, Notes pursuant to Article III of this
Supplemental Indenture or Section 2.8, 2.11 or 3.6 of the Base Indenture). The
Trustee shall authenticate Additional Notes thereafter in an unlimited amount
(so long as permitted by the terms of the 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 2.8 of the Base Indenture). Each such
Authentication Order shall specify the amount of Notes to be authenticated,
whether the Notes are to be Initial Notes, Additional Notes, Exchange Notes or
Private
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                                      -4-


Exchange Notes and whether the Notes are to be issued as Definitive Notes or
Global Notes and such other information as the Trustee shall reasonably request.

                  The Notes (including the Initial Notes and any Additional
Notes, Exchange Notes or Private Exchange Notes) shall together constitute one
series for purposes of the Base Indenture and this Supplemental Indenture,
including, without limitation, vote, waivers, consents, amendments, redemptions
and offers to purchase.

Section 1.04        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 the Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of the
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 the Indenture, the provisions of the 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 3.01
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.

                  (d) Additional Notes. The terms of any Additional Notes shall
be substantially identical to those of the Initial Notes (except for the first
record date and the first interest payment date and except that Additional Notes
may be issued as Restricted Additional Notes or Unrestricted Addi-
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                                      -5-


tional Notes). With respect to any Additional Notes, the Company shall set forth
in an Officers' Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:

                  (1) the aggregate principal amount of such Additional Notes to
         be authenticated and delivered pursuant to this Supplemental Indenture;

                  (2) the issue price and issue date of such Additional Notes
         and the amount of interest payable on the first interest payment date
         applicable thereto; and

                  (3) whether such Additional Notes shall be Restricted
         Additional Notes or Unrestricted Additional Notes, and in the case of
         Restricted Additional Notes, (i) any limitations on purchasers for such
         Restricted Additional Notes (e.g., issuances to qualified institutional
         buyers (as defined in Rule 144A) only) and (ii) any registration
         obligations relating to the Restricted Additional Notes, including
         relating to additional interest payable on such Notes in the event of
         the failure by the Company to register such Notes during the periods
         specified in the applicable Registration Rights Agreement.

Section 1.05        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 the
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 1.06        Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium, if any, or interest on the Notes, and will notify
the Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for the money. If the Company or a Subsidiary acts as
Paying
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                                      -6-


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 1.07        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 4.1 of the Base Indenture. 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 1.08        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 1.09 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 2.8 of the Base
Indenture, 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 4.1 of the Base Indenture, 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 1.09        Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any request, demand, authorization, notice,
direction, waiver or consent, Notes owned by the Company, or by any Affiliate of
the Company, shall be disregarded, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such request, demand,
authorization, notice, direction, waiver or consent, only Notes that the Trustee
actually knows are so owned shall be so disregarded.
<PAGE>
                                      -7-


                                   ARTICLE II

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 2.01        Definitions.

                  (a) All capitalized terms used herein and not otherwise
         defined below shall have the meanings ascribed thereto in the Base
         Indenture.

                  (b) The following are definitions used in this Supplemental
         Indenture and to the extent that a term is defined both herein and in
         the Base Indenture, unless otherwise specified, the definition in this
         Supplemental Indenture shall govern solely with respect to the Notes
         (and any Note Guarantee endorsed thereon).

                  "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
applicable Registration Rights Agreement.

                   "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 or Paying Agent.

                  "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 Sub-
<PAGE>
                                      -8-


sidiaries taken as a whole will be governed by Section 5.07 and/or Article VI
and not by the provisions of Section 5.04); and

                  (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 or 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.
<PAGE>
                                      -9-



                  "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

                  (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) a "Change of Control" has occurred under:

                           (i) clause (c) of the definition thereof under the
                  indenture for either the Existing Senior Notes or the
                  Subordinated Notes due 2012; or
<PAGE>
                                      -10-



                           (ii) clause (iii) of the definition thereof under the
                  indenture for the Subordinated Notes due 2007; 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 VI.

                  "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 the 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 the 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:

                  (a) Consolidated Net Income, plus

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

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

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

                  (e) 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:
<PAGE>
                                      -11-



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

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

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

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

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

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

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

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

                           (i) amortization of debt discount;

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

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

                           (iv) accrued interest; plus

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

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

                  (d) all capitalized interest of the Company and its Restricted
         Subsidiaries,
<PAGE>
                                      -12-



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:

                  (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
<PAGE>
                                      -13-


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

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

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

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

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

                  "Credit Agreement" means the credit agreement dated as of June
18, 2002 among the Company, the Banks, the agents listed therein and Deutsche
Bank Trust Company Americas, 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.
<PAGE>
                                      -14-


                  "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 Article III 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 Global Notes, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Global Notes as contemplated by Section 1.05.

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

                  "Distribution Compliance Period" means the "distribution
compliance period" as defined in Regulation S.

                  "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.

                  "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 (other than the equity offering occurring on the Issue
Date).

                  "Euroclear" means Euroclear Bank, S.A./N.V., as operator of
the Euroclear System.

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

                  "Exchange Offer" means, in the case of Restricted Additional
Notes, the offer to exchange such Notes in accordance with the terms of the
applicable Registration Rights Agreement.

                  "Existing Notes" means, collectively, the Existing Senior
Notes and the Subordinated Notes.

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

                  "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
<PAGE>
                                      -15-


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
3.08(b) which is required to be placed on all Global Notes issued under the
Indenture.

                  "Global Notes" means, individually and collectively, each Note
in global form issued under the Indenture, substantially in the form of Exhibit
A, bearing the Global Note Legend and issued in accordance with Section 1.04
and, in the case of exchanges of Notes initially issued as Restricted Additional
Notes, Section 3.05(b) or 3.07.

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

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

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

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

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

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

                  (e) otherwise to assure a creditor against loss;

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

                  "Guarantor" means each Restricted Subsidiary of the Company
and each such Subsidiary's Restricted Subsidiaries that have executed the
Indenture on the Issue Date and any Restricted Subsidiary that is required
pursuant to Section 5.10, after the Issue Date, to execute a Note Guarantee
<PAGE>
                                      -16-


pursuant to the Indenture until a successor replaces any such party pursuant to
the applicable provisions of the 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;

                  (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.
<PAGE>
                                      -17-

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with terms of such Redeemable Capital Stock as if such Redeemable
Capital Stock were purchased on any date on which Indebtedness shall be required
to be determined pursuant to the 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.

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

                  "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 June 15 and December 15 of each
year commencing, solely with respect to the Initial Notes, December 15, 2002.

                  "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 Consolidated 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
<PAGE>
                                      -18-


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 June 18, 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 Restricted Additional
Notes for use by such Holders in connection with the Exchange Offer.

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

                  "Maturity" when used with respect to any Note means the date
on which the principal of such Note becomes due and payable as therein provided
or as provided in the 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
<PAGE>
                                      -19-



                           (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.

                  "Non-U.S. Person" means a Person who is not a U.S. Person.

                  "Note Guarantee" means any guarantee by a Guarantor of the
Company's obligations under the 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 the 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 the Indenture relating thereto and
(ii) a statement as 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 any Restricted Additional 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
11.05. 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.
<PAGE>
                                      -20-



                  "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;

                  (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
<PAGE>
                                      -21-


                           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 the
         Indenture in an aggregate principal amount not to exceed $200.0
         million;

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

                  (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;
<PAGE>
                                      -22-



                  (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;

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

                  (m) 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, for
                  more than 60 days following the issuance thereof, 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, at
                  least 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 5.03, 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 (m)
above or is permitted to be incurred pursuant to the Consolidated
<PAGE>
                                      -23-


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 5.03. 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 5.03.

                  "Permitted Investment" means

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

                  (b) intercompany Indebtedness to the extent permitted under
         clause (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 5.04;

                  (i) other Investments, in addition to those permitted under
         (a) through (h) above, in an aggregate amount not to exceed $25.0
         million; and
<PAGE>
                                      -24-



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

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

                  (a) Liens existing as of the Issue Date;

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

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

                  (d) any Lien arising by reason of:

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

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

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

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

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

                           (vi) deposits to secure public or statutory
                  obligations;

                           (vii) operation of law in favor of growers, dealers
                  and suppliers of fresh fruits and vegetables, carriers,
                  mechanics, materialmen, laborers, employees or suppliers
                  incurred in the ordinary course of business for sums which are
                  not yet delinquent or are being contested in good faith by
                  negotiations or by appropriate proceedings which suspend the
                  collection thereof;
<PAGE>
                                      -25-



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

                           (ix) security for surety or appeal bonds;

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

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

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

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

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

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

                           (i) to the extent that the Company or such Restricted
                  Subsidiary has entered into (and not terminated), or has a
                  binding commitment for, subleases on terms which, to the
                  Company or such Restricted Subsidiary, are at least as
                  favorable, on a current basis, as the terms of the
                  corresponding capital lease; or

                           (ii) under which the aggregate principal component of
                  the annual rent payable does not exceed $5.0 million;

                  (k) any Lien on a Transferred Receivable or other receivable
         that is transferred in a Permitted Receivables Financing;
<PAGE>
                                      -26-



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

                           (i) such Restricted Subsidiary is a Guarantor; and

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

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

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

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

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

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

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

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

                  "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 3.08(a) to be placed on any Restricted Additional Notes issued under the
Indenture except where otherwise permitted by the provisions of the Indenture.
<PAGE>
                                      -27-



                  "Public Equity Offering" means with respect to the last
sentence of Section 5.08, 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 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.
<PAGE>
                                      -28-



                  "Registration Rights Agreement" means one or more registration
rights agreements to be entered into by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Restricted Additional Notes which may be issued
under the Indenture from time to time to register such notes, or exchange such
notes for Exchange Notes or Private Exchange Notes, under the Securities Act.

                  "Regulation S" means Regulation S promulgated under the
Securities Act, as such may be amended from time to time, or any similar rules
or regulation hereafter adopted by the Commission.

                  "Regulation S Global Note" means a temporary Global Note in
the form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement and deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of any Restricted Additional Notes initially sold in reliance
on Rule 903.

                  "Restricted Additional Notes" means Additional Notes that,
upon issuance, are not registered under the Securities Act and which shall be
initially issued as Restricted Global Notes and/or Restricted Definitive Notes.

                  "Restricted Definitive Notes" means one or more Definitive
Notes that bears the Private Placement Legend.

                  "Restricted Global Note" means a Global Note in the form of
Exhibit A attached hereto that bears the Global Note Legend, the Private
Placement 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.

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

                  "Rule 144" means Rule 144 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.

                  "Rule 904" means Rule 904 promulgated under the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.
<PAGE>
                                      -29-


                  "Securities Act" means the U.S. Securities Act of 1933, as
amended and (unless the context otherwise requires) includes the rules and
regulations of the Commission promulgated thereunder.

                  "Shelf Registration" means the shelf registration relating to
any Restricted Additional Notes to be provided for in the applicable
Registration Rights Agreement.

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

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

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

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

                  "Subordinated Notes" means, collectively, the Subordinated
Notes due 2007 and the Subordinated Notes due 2012.

                  "Subordinated Notes due 2007" means the Company's 10 5/8%
Senior Subordinated Notes due 2007.

                  "Subordinated Notes due 2012" means the Company's 9 7/8%
Senior Subordinated Notes due 2012.

                  "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.
<PAGE>
                                      -30-

                  "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 as 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 clauses (a) through (e); and

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

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

                  "Unrestricted Additional Notes" means Additional Notes that
are distributed pursuant to an effective registration statement under the
Securities Act and which shall be initially issued as Unrestricted Global Notes
and/or Unrestricted Definitive Notes.

                  "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.
<PAGE>
                                      -31-

                  "Unrestricted Global Note" means a 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, but that does 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 certified copy of the Board Resolution giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing conditions and was permitted by Section
5.01. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of the 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 5.03, the Company shall
be in default of Section 5.03). 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 5.03; and
<PAGE>
                                      -32-


                  (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 2.02        Other Definitions.

<TABLE>
<CAPTION>
                                                                  Defined
Term                                                             in Section
----                                                             ----------
<S>                                                              <C>
"Additional Notes" ..........................................     Recitals
"Affiliate Transaction" .....................................      5.05
"Asset Sale Offer" ..........................................      4.03
"Authentication Order" ......................................      1.03
"Base Indenture" ............................................     Recitals
"Change of Control Date" ....................................       5.07
"Change of Control Purchase Date" ...........................       5.07
"Change of Control Purchase Offer" ..........................       5.07
"Change of Control Purchase Price" ..........................       5.07
"Company" ...................................................     Recitals
"Covenant Defeasance" .......................................      8.03
"Defeasance Redemption Date" ................................      8.04
"DTC" .......................................................      1.05
"Excess Proceeds" ...........................................       5.04
"Exchange Notes" ............................................     Recitals
"Indenture" .................................................     Recitals
"Initial Notes" .............................................     Recitals
"Notes" .....................................................     Recitals
"Offer Amount" ..............................................      4.03
"Offer Payment Date" ........................................      5.07
"Offer Period" ..............................................      4.03
"Paying Agent" ..............................................      1.05
"Private Exchange Notes" ....................................     Recitals
"Purchase Date" .............................................      4.03
"Registrar" .................................................      1.05
"Supplemental Indenture" ....................................     Recitals
</TABLE>
<PAGE>
                                      -33-

<TABLE>
<S>                                                              <C>
"Surviving Entity" ..........................................       6.01
"Trustee" ...................................................     Recitals
</TABLE>

                                   ARTICLE III

                              TRANSFER AND EXCHANGE

Section 3.01        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 this Article III and
Sections 2.08 and 2.11 of the Base Indenture. Except as provided in this Section
3.01 and in Section 3.03(b) and Section 3.04 for the exchange or transfer of
Global Notes for Definitive Notes, every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Article III or Sections 2.08 or 2.11 of the Base Indenture, 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 3.01; however, beneficial interests in a Global Note may be transferred
and exchanged as provided in Section 3.02, 3.03, 3.04 or 3.05.

Section 3.02        Global Notes.

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

Section 3.03        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 the Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
<PAGE>
                                      -34-


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 (a) or (b) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (a) 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 Distribution
         Compliance 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. 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 3.03(a).

                  (b) 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 3.03(a) above, the
         transferor of such beneficial interest must deliver to the Depositary
         either (i) (A) 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 (B) instructions
         given in accordance with the Applicable Procedures containing
         information regarding the Participant account to be credited with such
         increase or (ii) (A) 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 (B) 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 (A) above; provided that in no event shall Definitive
         Notes be issued upon the transfer or exchange of beneficial interests
         in any Regulation S Global Note prior to (x) the expiration of the
         Distribution Compliance Period and (y) the receipt by the Registrar of
         any certificates required pursuant to Rule 903 under the Securities
         Act. Upon consummation of an Exchange Offer by the Company in
         accordance with Section 3.07, the requirements of this Section 3.03(b)
         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 the 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 3.09.

                  (c) 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 3.03(b) above and the
         Registrar receives the following:
<PAGE>
                                      -35-


                           (i) 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 C
                  hereto, including the certifications in item (1) thereof;

                           (ii) 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 C hereto, including the certifications in item (2)
                  thereof; and

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

                  (d) 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 3.03(b) above and:

                           (i) 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 or via the Depositary's book-entry system that it
                  is not (A) a broker-dealer, (B) a Person participating in the
                  distribution of the Exchange Notes or (C) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

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

                           (iii) such transfer is effected by a Participating
                  Broker-Dealer pursuant to the registration statement filed to
                  effect the Exchange Offer in accordance with the Registration
                  Rights Agreement; or

                           (iv) the Registrar receives the following:

                                    (A) 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
                           D, including the certifications in item (1)(a)
                           thereof; or

                                    (B) 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
<PAGE>
                                      -36-


                           Note, a certificate from such holder in the form of
                           Exhibit C, including the certifications in item (4)
                           thereof;

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

                  If any such transfer is effected pursuant to subparagraph (ii)
         or (iv) 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 1.03, 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 (ii) or (iv) 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.

Section 3.04    Transfer or Exchange of Beneficial Interests for Definitive
                Notes.

                  (a) 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:

                  (i) 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 D, including the certifications in item (2)(a) thereof;

                  (ii) 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 C, including the certifications in item
         (1) thereof;

                  (iii) 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 C, including the certifications in item (2) thereof;

                  (iv) 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 C, including the certifications in
         item (3)(a) thereof;
<PAGE>
                                      -37-



                  (v) 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 (ii) through (iv) above, a certificate to the effect
         set forth in Exhibit C, including the certifications, certificates and
         Opinion of Counsel required by item (3)(d) thereof, if applicable;

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

                  (vii) 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 C, 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 3.09, 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 3.04 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 3.04(a) shall bear the Private
Placement Legend and shall be subject to all restrictions on transfer contained
therein.

                  (b) Notwithstanding Sections 3.04(a)(i) and (iii), a
beneficial interest in any Regulation S Global Note may not be exchanged for a
Definitive Note or transferred to a Person who takes delivery thereof in the
form of a Definitive Note prior to (x) the expiration of the Distribution
Compliance Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act, except in
the case of a transfer pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 903 or Rule 904.

                  (c) 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:

                  (i) 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;
<PAGE>
                                      -38-



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

                  (iii) such transfer is effected by a Participating
         Broker-Dealer pursuant to the registration statement filed to effect
         the Exchange Offer in accordance with the Registration Rights
         Agreement; or

                  (iv) the Registrar receives the following:

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

                           (B) 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 C, including the certifications in item (4)
                  thereof;

         and, in each such case set forth in this subparagraph (iv), 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.

                  (d) 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 3.03(c), the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 3.09, 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 3.04(d) 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
3.04(d) shall not bear the Private Placement Legend.

Section 3.05        Transfer and Exchange of Definitive Notes for Beneficial
                    Interests.

                  (a) 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
<PAGE>
                                      -39-


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:

                  (i) 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 D,
         including the certifications in item (2)(b) thereof;

                  (ii) 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 C, including the
         certifications in item (1) thereof;

                  (iii) 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 C, including the certifications in item (2)
         thereof;

                  (iv) 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 C, including the
         certifications in item (3)(a) thereof;

                  (v) 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 (ii) through (iv) above, a certificate to the
         effect set forth in Exhibit C, including the certifications,
         certificates and Opinion of Counsel required by item (3)(d) thereof, if
         applicable;

                  (vi) 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 C, including the certifications in item (3)(b)
         thereof; or

                  (vii) 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 C, including the
         certifications in item (3)(c) thereof,

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

                  (b) 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:
<PAGE>
                                      -40-



                  (i) 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;

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

                  (iii) such transfer is effected by a Participating
         Broker-Dealer pursuant to the registration statement filed to effect
         the Exchange Offer in accordance with the Registration Rights
         Agreement; or

                  (iv) the Registrar receives the following:

                           (A) 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 D, including the certifications in item
                  (1)(c) thereof; or

                           (B) 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 C, including the certifications in item
                  (4) thereof;

         and, in each such case set forth in this subparagraph (iv), 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 3.05(b), the Trustee shall cancel the Definitive
Notes and increase or cause to be increased the aggregate principal amount of
the Unrestricted Global Note.

                  (c) 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 subparagraph (b)(ii), (b)(iv) or (c)
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
<PAGE>
                                      -41-


accordance with Section 1.03, 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.

Section 3.06        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 3.06, 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 3.06.

                  (a) 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:

                           (i) 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 C, including the
                  certifications in item (1) thereof;

                           (ii) 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 C, including the
                  certifications in item (2) thereof; and

                           (iii) 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 C, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (b) 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:

                           (i) 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;

                           (ii) any such transfer is effected pursuant to the
                  Shelf Registration in accordance with the Registration Rights
                  Agreement;
<PAGE>
                                      -42-



                           (iii) any such transfer is effected by a
                  Participating Broker-Dealer pursuant to the registration
                  statement filed to effect the Exchange Offer in accordance
                  with the Registration Rights Agreement; or

                           (iv) the Registrar receives the following:

                                    (A) 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 D, including the
                           certifications in item (1)(d) thereof; or

                                    (B) 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 C, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (iv), if
                  the Registrar so requests, 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.

                  (c) 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.

Section 3.07        Exchange Offer.

                  Notwithstanding the provisions of Section 3.03, 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 1.03, 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 (i) to the Depositary, the Unrestricted Global Note(s)
in the amount(s) referred to above and (ii) to the Persons designated by the
Holders of Definitive Notes so accepted, Definitive Notes in the appropriate
principal amounts, in each case in accordance with the applicable terms of the
Indenture.
<PAGE>
                                      -43-

Section 3.08        Legends.

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

                  (a) Private Placement Legend.

                  (i) Except as permitted by subparagraph (ii) below, each
         Restricted Additional Note evidenced by a Global Note or a Definitive
         Note (and all Notes issued in exchange therefor or substitution
         thereof) shall bear the legend in substantially the following form:

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES 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 OF REGULATION S 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 FLEMING COMPANIES, INC.
                  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 OF
                  REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
                  PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
                  144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR IN ACCORDANCE
                  WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
                  THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF
                  FLEMING COMPANIES, INC. SO REQUESTS), OR (F) PURSUANT TO AN
                  EFFECTIVE REGISTRATION
<PAGE>
                                      -44-


                  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 FLEMING
                  COMPANIES, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
                  INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
                  CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
                  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED
                  HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND
                  "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S
                  UNDER THE SECURITIES ACT.

                 (ii) Notwithstanding the foregoing, any Global Note or
         Definitive Note issued pursuant to Section 3.03(d), 3.04(c), 3.04(d),
         3.05(b), 3.05(c), 3.06(b), 3.06(c) or 3.07 (and all Notes issued in
         exchange therefor or substitution thereof) shall not bear the Private
         Placement Legend.

                  (b) 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 9.05 OF THE SUPPLEMENTAL
                  INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
                  NOT IN PART PURSUANT TO SECTION 3.01 OF THE SUPPLEMENTAL
                  INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
                  TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE
                  SUPPLEMENTAL INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY.

Section 3.09        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 2.12 of the Base Indenture. At any time prior to such
cancellation,
<PAGE>
                                      -45-


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.

Section 3.10        General Provisions Relating to Transfers and Exchanges.

                  (a) 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.

                  (b) 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 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 Section 2.7,
2.11, 2.14.2 or 3.6 of the Base Indenture or Sections 4.03, 5.04 and 5.07 of
this Supplemental Indenture.

                  (c) The Registrar shall not be required (A) 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 the mailing of notice of redemption under
Section 3.3 of the Base Indenture and ending at the close of business on such
day of mailing, or (B) 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.

                  (d) 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 the Indenture, as the Global Notes or Definitive
Notes surrendered upon such registration of transfer or exchange.

                  (e) 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 the mailing of notice of
redemption under Section 3.3 of the Base Indenture and ending at the close of
business on such day of mailing, or (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 or to exchange a Note between a record date and the next succeeding
Interest Payment Date.

                  (f) 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.
<PAGE>
                                      -46-



                  (g) The Trustee shall authenticate Global Notes and Definitive
Notes in accordance with the provisions of Section 1.03.

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

                                   ARTICLE IV

                                   REDEMPTION

Section 4.01        Optional Redemption.

                  (a) Except as set forth in paragraph (b) below, the Notes are
not redeemable before June 15, 2006. 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 June 15 of the year set forth below.

<TABLE>
<CAPTION>
                             YEAR                              PERCENTAGE
             ------------------------------------------------  ----------
<S>                                                            <C>
             2006 ...........................................  104.6250%
             2007 ...........................................  102.3125%
             2008 and thereafter ............................  100.0000%
</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 June 15,
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 109.25% of 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 the Indenture remain outstanding.

                  Other than as specifically provided in this Section 4.01, any
redemption pursuant to this Section 4.01 shall be made pursuant to the
provisions of Sections 3.1 through 3.6 of the Base Indenture.

Section 4.02        Mandatory Redemption.

                  The Company shall not be required to make mandatory redemption
payments with respect to the Notes prior to Maturity.
<PAGE>
                                      -47-

Section 4.03        Offer to Purchase by Application of Excess Proceeds.

                  In the event that, pursuant to Section 5.04 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 the Indenture with respect to offers to purchase or redeem with the proceeds
of sales of assets (an "Asset Sale Offer") to purchase Notes, 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 5.04 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 4.03 and Section 5.04 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;

                  (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
<PAGE>
                                      -48-


         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 4.03. 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 4.03, any
purchase pursuant to this Section 4.03 shall be made pursuant to the provisions
of Sections 3.1 through 3.6 of the Base Indenture.

                                    ARTICLE V

                                    COVENANTS

                  The covenants contained in this Article V and Sections 4.1
through 4.6 of the Base Indenture shall be applicable to the Notes. In the event
that this Article V conflicts with any provision of the Base Indenture, the
provisions of this Article V shall govern and be controlling, solely with
respect to the Notes (and any Note Guarantee endorsed thereon).
<PAGE>
                                      -49-



Section 5.01        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):

                  (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 5.03
         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 April 21, 2002 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
<PAGE>
                                      -50-



                           (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);

                (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, for more than 60 days following
                  the issuance thereof, the principal amount
<PAGE>
                                      -51-


                  (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:

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

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

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

                 (viii) in addition to clause (iv) above, the purchase,
         redemption, defeasance or other acquisition or retirement for value of
         the Subordinated Notes in exchange for, or out of the net cash proceeds
         of a substantially concurrent incurrence or sale (other than to a
         Restricted Subsidiary) of, Indebtedness of the Company or a Restricted
         Subsidiary, as the case may be, so long as such Indebtedness is
         incurred in accordance with Section 5.03(c) hereof.
<PAGE>
                                      -52-

                  (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 5.02        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 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) the 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
<PAGE>
                                      -53-


                  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 5.03        Incurrence of Indebtedness.

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

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

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

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

the Consolidated Fixed Charge Coverage Ratio of the Company for the four full
fiscal quarters immediately preceding such event, taken as one period and
calculated on the assumption that such Indebtedness had been incurred on the
first day of such four-quarter period and, in the case of Acquired Indebtedness,
on the assumption that the related acquisition (whether by means of purchase,
merger or otherwise) also had occurred on such date, with such pro forma
adjustments as may be determined in accordance with GAAP and the rules,
regulations and guidelines of the Commission (including without limitation
Article 11 of Regulation S-X under the Exchange Act), would have been at least
equal to 2.25 to 1.
<PAGE>
                                      -54-



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

                  (c) The Company will not, and will not permit any of its
Restricted Subsidiaries to, incur any Indebtedness (other than Subordinated
Indebtedness), whether pursuant to clause (a) of this Section 5.03 or pursuant
to one or more items of Permitted Indebtedness, the proceeds of which will be
used to repay in whole or in part any Subordinated Notes. Notwithstanding the
foregoing sentence, the Company and the Restricted Subsidiaries (to the extent
the Company and/or such Restricted Subsidiary is permitted to incur such
Indebtedness pursuant to clause (a) above or pursuant to one or more items of
Permitted Indebtedness) may incur such Indebtedness if, at the time of such
event (and after giving effect on a pro forma basis to:

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

                  (ii) the acquisition (whether by purchase, merger or
         otherwise) or disposition (whether by sale, merger or otherwise) of any
         company, entity or business acquired or disposed of by the Company or
         its Restricted Subsidiaries, as the case may be, since the first day of
         the four-quarter period referred to in the definition of "Consolidated
         Senior Debt Leverage Ratio" as if such acquisition or disposition had
         occurred at the beginning of such four-quarter period),

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

Section 5.04        Asset Sales.

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

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

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

                  (ii) to offer to repurchase and repurchase the Existing Senior
         Notes to the extent required by the indenture governing the Existing
         Senior Notes; or
<PAGE>
                                      -55-



                  (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 the revolving credit portion of the Credit
Agreement or otherwise invest such Net Proceeds in any manner that is not
prohibited by the 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 purchase the maximum principal amount of Notes and such other Pari
Passu Indebtedness 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 4.03 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 the Indenture). Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.

                  (d) Notwithstanding the foregoing provisions of paragraph (c)
of this Section 5.04, 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 5.05        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
<PAGE>
                                      -56-


                  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 5.05 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 5.06        Liens.

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

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

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

Section 5.07        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 5.07 (the "Change of Control
Purchase Offer").
<PAGE>
                                      -57-


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

                  (i) that the Change of Control Offer is being made pursuant to
         this Section 5.07 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.

                  (c) On or before the Offer Payment Date, the Company shall, to
the extent lawful, accept for payment, all Notes or portions thereof validly
tendered pursuant to the Change of Control Purchase Offer, and shall deliver to
the Trustee an Officers' Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 5.07. 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
<PAGE>
                                      -58-


written request from the Company shall authenticate and mail or deliver such new
Note to such Holder, in a principal amount equal to any unpurchased portion of
the Note surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof.

                  (d) The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the purchase of Notes pursuant to an offer hereunder. To the extent the
provisions of any securities laws or regulations conflict with the provisions
under this Section 5.07, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
under this Section 5.07 by virtue thereof.

                  (e) The Company is not required to make a Change of Control
Purchase Offer upon a Change of Control if a third party (i) makes the Change of
Control Purchase Offer in the manner and at the time and otherwise in compliance
with the terms of this Section 5.07, and (ii) purchases all Notes validly
tendered and not withdrawn under the Change of Control Purchase Offer.

Section 5.08        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 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 5.04
         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 5.04
         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 5.09        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 oth-
<PAGE>
                                      -59-


erwise, to any Holder for or as an inducement to any consent, waiver or
amendment of any terms or provisions of the Notes unless such consideration is
offered to be paid or agreed to be paid to all Holders which so consent, waive
or agree to amend in the time frame set forth in solicitation documents relating
to such consent, waiver or agreement.

Section 5.10       Additional Guarantees.

                  If any existing or future Restricted Subsidiary shall, after
the Issue Date, guarantee the Credit Agreement or any Existing Notes, the
Company will cause any such Restricted Subsidiary to:

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

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

Section 5.11       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 5.01, 5.03, 5.04, 5.05, 5.08 and clause (iii) of
Section 6.01(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 5.12       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 5.13       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 re-
<PAGE>
                                      -60-


         quired to file such forms, including a "Management's Discussion and
         Analysis of Financial Condition and Results of Operations" that
         describes the financial condition and results of operations of the
         Company and its Subsidiaries and, with respect to the annual
         information only, a report on the consolidated financial statements
         required by Form 10-K by the Company's independent certified public
         accountants; and

                  (ii) all reports that would be required to be filed with the
         Commission on Form 8-K if the Company were required to file such
         reports. In addition, whether or not required by the rules and
         regulations of the Commission, the Company 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.

                                   ARTICLE VI

                                SUCCESSOR COMPANY

Section 6.01        Merger, Consolidation and 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 the
                  Indenture, and the 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 in-
<PAGE>
                                      -61-


         curred at the time of such transaction), no Default or Event of Default
         shall have occurred and be continuing;

                  (iii) immediately after giving effect to such transaction,
         except in the case of a merger of the Company with or into a Wholly
         Owned Restricted Subsidiary, the Company (or the Surviving Entity if
         the Company is not the continuing obligor under the 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 the Indenture) could incur $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) under
         Section 5.03 above;

                  (v) each Guarantor, unless it is the other party to the
         transactions described above, shall have confirmed, by supplemental
         indenture to the Indenture, that its respective Note Guarantee with
         respect to the Notes shall apply to such Person's obligations under the
         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 5.06 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 6.02        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 6.01 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 the Indenture referring to the "Company" shall
refer instead to the successor corporation and not to the Company), and may
exercise
<PAGE>
                                      -62-


every right and power of the Company under the Indenture with the same effect as
if such successor Person had been named as the Company herein; provided,
however, that, in the case of a transfer by lease, the predecessor Company shall
not be relieved from the obligation to pay the principal of and interest on the
Notes.

                                   ARTICLE VII

                              DEFAULTS AND REMEDIES

Section 7.01        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 the 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 VI or Section 5.04; or

                     (iii) the Company shall have failed to comply with the
         provisions of Section 5.07 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
<PAGE>
                                      -63-


         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 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
         the 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 in-
<PAGE>
                                      -64-


         voluntary case or proceeding under any applicable Bankruptcy Law or to
         the commencement of any bankruptcy or insolvency case or proceeding
         against it;

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

                           (iv) the Company or any Significant Subsidiary:

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

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

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

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

Section 7.02        Acceleration.

                  (a) If an Event of Default (other than as specified in clause
(g) or (h) of Section 7.01 hereof) shall occur and be continuing with respect to
the Notes, the Trustee, by notice in writing 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 7.01 hereof occurs and is continuing,
then all of the outstanding Notes under the 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
<PAGE>
                                      -65-



                                    (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 the Indenture except a default in the payment of the
principal of, premium, if any, or interest on any such Note, or in respect of a
covenant or provision which under the Indenture cannot be modified or amended
without the consent of the Holder of each such outstanding Note.

Section 7.03        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 the 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 7.04        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 the Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereon.

Section 7.05        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 the 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.
<PAGE>
                                      -66-



Section 7.06        Limitation on Suits.

                  A Holder of a Note may pursue a remedy with respect to the
Indenture or the Notes only if:

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

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

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

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

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

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

Section 7.07        Rights of Holders of Notes to Receive Payment.

                  Notwithstanding any other provision of the 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 7.08        Collection Suit by Trustee.

                  If an Event of Default specified in Section 7.01(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 7.7 of the Base Indenture.

Section 7.09        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
<PAGE>
                                      -67-


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 7.7 of the Base Indenture. 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 7.7
of the Base Indenture 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 7.10        Priorities.

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

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.7 of the Base Indenture, 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 7.10.

Section 7.11        Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
the 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
<PAGE>
                                      -68-


pursuant to Section 7.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                  ARTICLE VIII

                    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 Board 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 VIII.

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 the Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and the 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
II 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 VIII. Subject to compliance with this Article VIII, 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 5.01, 5.02, 5.03,
5.04, 5.05, 5.06, 5.07, 5.08, 5.09, 5.10 and 5.11 hereof, clauses (iii), (iv)
and (vi) of Section 6.01 hereof and Section 4.5 of the Base Indenture 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
under-
<PAGE>
                                      -69-


stood that such Notes shall not be deemed outstanding for accounting purposes).
For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 7.01
hereof, but, except as specified above, the remainder of the 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, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
7.01(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 in-
<PAGE>
                                      -70-


         come tax on the same amounts, in the same manner and at the same times
         as would have been the case if such Covenant Defeasance had not
         occurred;

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the incurrence of Indebtedness all or a
         portion of the proceeds of which will be used to defease the Notes
         pursuant to this Article VIII 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 the
         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 the 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 VIII 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.
<PAGE>
                                      -71-


Section 8.06        Repayment to Company.

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

Section 8.08        Satisfaction and Discharge.

                  The 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
<PAGE>
                                      -72-



                                    (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, the 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 the 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 the
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 7.7
of the Base Indenture, Section 10.02 and Section 8.06 shall survive.

Section 8.09        Application of Trust Money.

                  Subject to the provisions of Section 8.06, all money deposited
with the Trustee pursuant to Section 8.08 shall be held in trust and applied by
it, in accordance with the provisions of the Notes and the 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 8.08 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 the Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.08; 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.
<PAGE>
                                      -73-



                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01        Without Consent of Holders of Notes.

                  Notwithstanding Section 9.02 of the Indenture, the Company,
the Guarantors and the Trustee may amend or supplement the 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 II of
         the Base Indenture (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 VI or Article X 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 the 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

                  (g) to evidence and provide for the acceptance of appointment
         under the 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
7.2 of the Base Indenture, 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 the 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 the 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 the Indenture (including
Sections 4.03, 5.04 and 5.07 hereof), the Note Guarantees and the Notes with the
written consent of the Holders of at least a majority in princi-
<PAGE>
                                      -74-


pal 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 7.04 and 7.07 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 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
(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 7.2 of the Base Indenture, 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 the 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 7.04 and 7.07 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 the Indenture or the Notes. However, without the
written consent of each Holder affected, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):

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

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

                  (c) reduce the percentage in principal amount of outstanding
         Notes whose Holders must consent to a modification, amendment,
         supplement or waiver;
<PAGE>
                                      -75-



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

                  (e) make any change in Section 7.04 or 7.07 hereof or in the
         foregoing amendment and waiver provisions; or

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

Section 9.03        Compliance with Trust Indenture Act.

                  Every amendment or supplement to the Indenture or the Notes
shall be set forth in a amended or supplemental indenture that complies with the
TIA as then in effect.

Section 9.04        Revocation and Effect of Consents.

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

Section 9.05        Notation on or Exchange of Notes.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
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 IX 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 7.1 of the Base
Indenture) shall be fully protected in relying conclusively upon, in addition to
the documents required by Section 11.04 hereof,
<PAGE>
                                      -76-


an Officers' Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by the
Indenture.

                                    ARTICLE X

                                    GUARANTEE

Section 10.01       Guarantee.

                  Subject to this Article X, 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 the 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 the 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 the
Indenture, solely with respect to the Notes (and any Note Guarantee endorsed
thereon).

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

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VII
hereof for the purposes of this Note Guar-
<PAGE>
                                      -77-


antee, 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 VII 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 10.02       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 X, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 10.03       Execution and Delivery of Note Guarantee.

                  To evidence its Note Guarantee set forth in Section 10.01,
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 the 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 10.01 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 the 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 the Indenture on behalf of the Guarantors.

                  In the event that any Restricted Subsidiary is required to
guarantee the Indebtedness in respect to the Notes in accordance with Section
5.10 hereof, the Company shall cause such Restricted Subsidiaries to execute a
supplement to this Supplemental Indenture and Note Guarantees in accordance with
Section 5.01 hereof and this Article X, to the extent applicable.
<PAGE>
                                      -78-



Section 10.04       Guarantors May Consolidate, etc., on Certain Terms.

                  Except as otherwise provided in Section 10.05, 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 10.05 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, the 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 or merger 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 the 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 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.

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

Section 10.05       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 of the capital
stock of any Guarantor otherwise in compliance with this Indenture, 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 the Indenture, including without limitation Section 5.04 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 dis-
<PAGE>
                                      -79-

position was made by the Company in accordance with the provisions of the
Indenture, including without limitation Section 5.04 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 the 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 the
Indenture as provided in this Article X.

                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.01       Trust Indenture Act Controls.

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

Section 11.02      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
<PAGE>
                                      -80-



         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.

                  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 11.03     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 the Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).
<PAGE>
                                      -81-

Section 11.04       Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under the 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 11.05 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in the 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 11.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

Section 11.05       Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in the 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 11.06       Rules by Trustee and Agents.

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

Section 11.07       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, 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
<PAGE>
                                      -82-


and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

Section 11.08       Governing Law.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THE 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 11.09       No Adverse Interpretation of Other Agreements.

                  The 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 the Indenture.

Section 11.10       Successors.

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

Section 11.11       Severability.

                  In case any provision in the 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 11.12       Counterpart Originals.

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

Section 11.13       Table of Contents, Headings, etc.

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

                         [Signatures on following page]
<PAGE>
                  IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed as of the date first written above.

                                FLEMING COMPANIES, INC.


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


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

                                Each, a Subsidiary Guarantor

                                By: /s/  Timothy M. Otte
                                   --------------------------------------------
                                   Name: Timothy M. Otte
                                   Title:  Secretary


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

                                By: Fleming Companies, Inc., sole member

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


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

                                  By: /s/ Charles L. Hall
                                   --------------------------------------------
                                       Name: Charles L. Hall
                                       Title: President
<PAGE>
                                ABCO MARKETS INC.
                                ABCO REALTY CORP.
                                AMERICAN LOGISTICS GROUP, INC.
                                CARDINAL WHOLESALE, INC.
                                DUNIGAN FUELS, INC.
                                FAVAR CONCEPTS, LTD.
                                FLEMING FOODS MANAGEMENT CO. L.L.C.
                                FLEMING FOODS OF TEXAS L.P.
                                FLEMING INTERNATIONAL LTD.
                                FLEMING SUPERMARKETS OF FLORIDA, INC.
                                FLEMING TRANSPORTATION SERVICE, INC.
                                FLEMING WHOLESALE, INC.
                                FUELSERV, INC.
                                GATEWAY INSURANCE AGENCY, INC.
                                HEAD DISTRIBUTING COMPANY
                                LAS, INC.
                                MINTER-WEISMAN CO.
                                PIGGLY WIGGLY COMPANY
                                PROGRESSIVE REALTY, INC.
                                RETAIL SUPERMARKETS, INC.
                                RFS MARKETING SERVICES, INC.
                                RICHMAR FOODS, INC.
                                SCRIVNER TRANSPORTATION, INC.

                                Each, a Subsidiary Guarantor


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