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






                         AMENDED AND RESTATED INDENTURE


                            Dated as of May 1, 1998


                     Amended and Restated as of May 1, 2002


                                    Between


                       R.A.B. HOLDINGS, INC., as Issuer,


                                      and


                        JPMORGAN CHASE BANK, as Trustee


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


                               Up to $35,781,750


                       13% Original Senior Notes due 2008
                        6% Amended Senior Notes due 2010




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

<PAGE>

                              CROSS-REFERENCE TABLE


Trust Indenture                                           Indenture
Act Section                                               Section
-----------                                               --------
ss. 310(a)(1) ..........................................  7.10
       (a)(2) ..........................................  7.10
       (a)(3) ..........................................  N.A.
       (a)(4) ..........................................  N.A.
       (a)(5) ..........................................  7.08, 7.10
       (b) .............................................  7.08, 7.10, 10.02
       (c) .............................................  N.A.
ss. 311(a) .............................................  7.11
       (b) .............................................  7.11
       (c) .............................................  N.A.
ss. 312(a) .............................................  2.05
       (b) .............................................  11.03
       (c) .............................................  11.03
ss. 313(a) .............................................  7.06
       (b)(1) ..........................................  N.A.
       (b)(2) ..........................................  7.06
       (c) .............................................  7.06; 10.02
       (d) .............................................  7.06
ss. 314(a) .............................................  4.11; 4.12, 10.02
       (b) .............................................  N.A.
       (c)(1) ..........................................  10.04
       (c)(2) ..........................................  10.04
       (c)(3) ..........................................  N.A.
       (d) .............................................  N.A.
       (e) .............................................  10.05
       (f) .............................................  N.A.
ss. 315(a) .............................................  7.01(b)
       (b) .............................................  7.05, 10.02
       (c) .............................................  7.01(a)
       (d) .............................................  7.01(c)
       (e) .............................................  6.11
ss. 316(a)(last sentence) ..............................  2.09
       (a)(1)(A) .......................................  6.05
       (a)(1)(B) .......................................  6.04
       (a)(2) ..........................................  N.A.
       (b) .............................................  6.07
       (c) .............................................  9.04
ss. 317(a)(1) ..........................................  6.08
       (a)(2) ..........................................  6.09
       (b) .............................................  2.04
ss. 318(a) .............................................  10.01
----------
N.A. means Not Applicable
NOTE:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of this Indenture.






<PAGE>
                               TABLE OF CONTENTS

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                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.      Definitions .............................................................................    1
SECTION 1.02.      Incorporation by Reference of Trust Indenture Act .......................................   19
SECTION 1.03.      Rules of Construction ...................................................................   19


                       ARTICLE TWO

                     THE SECURITIES

SECTION 2.01.      Form and Dating .........................................................................   20
SECTION 2.02.      Execution and Authentication ............................................................   20
SECTION 2.03.      Registrar and Paying Agent ..............................................................   21
SECTION 2.04.      Paying Agent To Hold Assets in Trust ....................................................   22
SECTION 2.05.      Holder Lists ............................................................................   22
SECTION 2.06.      Transfer and Exchange ...................................................................   22
SECTION 2.07.      Replacement Securities ..................................................................   23
SECTION 2.08.      Outstanding Securities ..................................................................   23
SECTION 2.09.      Treasury Securities .....................................................................   24
SECTION 2.10.      Temporary Securities ....................................................................   24
SECTION 2.11.      Cancellation ............................................................................   24
SECTION 2.12.      Defaulted Interest ......................................................................   25
SECTION 2.13.      CUSIP Number ............................................................................   25
SECTION 2.14.      Deposit of Moneys .......................................................................   25
SECTION 2.15.      Book-Entry Provisions for Global Securities .............................................   25
SECTION 2.16.      Registration of Transfers and Exchanges .................................................   26


                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.      Notices to Trustee ......................................................................   28
SECTION 3.02.      Selection of Securities To Be Redeemed ..................................................   29
SECTION 3.03.      Notice of Redemption ....................................................................   29
SECTION 3.04.      Effect of Notice of Redemption ..........................................................   30
SECTION 3.05.      Deposit of Redemption Price .............................................................   30
SECTION 3.06.      Securities Redeemed in Part .............................................................   30

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                                      -i-
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                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.      Payment of Securities ...................................................................   30
SECTION 4.02.      Maintenance of Office or Agency .........................................................   31
SECTION 4.03.      Limitation on Incurrence of Additional Indebtedness and Issuance of Disqualified
                   Capital Stock ...........................................................................   31
SECTION 4.04.      Limitation on Restricted Payments .......................................................   32
SECTION 4.05.      Limitation on Asset Sales ...............................................................   33
SECTION 4.06.      Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries.............   35
SECTION 4.07.      Limitation on Liens .....................................................................   36
SECTION 4.08.      Limitations on Transactions with Affiliates .............................................   36
SECTION 4.09.      Subsidiaries ............................................................................   37
SECTION 4.10.      Designation of Unrestricted Subsidiaries ................................................   37
SECTION 4.11.      Conduct of Business .....................................................................   38
SECTION 4.12.      Reports to Holders ......................................................................   38
SECTION 4.13.      Payments for Consents ...................................................................   38
SECTION 4.14.      Limitation on Investment Company Status .................................................   38
SECTION 4.15.      Notice of Defaults ......................................................................   39
SECTION 4.16.      Change of Control .......................................................................   39
SECTION 4.17.      Compliance Certificate ..................................................................   41
SECTION 4.18.      Existence ...............................................................................   41
SECTION 4.19.      Maintenance of Properties and Insurance .................................................   41
SECTION 4.20.      Payment of Taxes and Other Claims .......................................................   42
SECTION 4.21.      Waiver of Stay, Extension or Usury Laws .................................................   42


                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.      Merger, Consolidation and Sale of Assets ................................................   42
SECTION 5.02.      Successor Corporation Substituted .......................................................   43


                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.      Events of Default .......................................................................   43
SECTION 6.02.      Acceleration ............................................................................   45
SECTION 6.03.      Other Remedies ..........................................................................   45
SECTION 6.04.      Waiver of Past Default ..................................................................   46
SECTION 6.05.      Control by Majority .....................................................................   46
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                                      -ii-
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SECTION 6.06.      Limitation on Suits .....................................................................   47
SECTION 6.07.      Rights of Holders To Receive Payment ....................................................   47
SECTION 6.08.      Collection Suit by Trustee ..............................................................   47
SECTION 6.09.      Trustee May File Proofs of Claim ........................................................   47
SECTION 6.10.      Priorities ..............................................................................   48
SECTION 6.11.      Undertaking for Costs ...................................................................   48


                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.      Duties of Trustee .......................................................................   49
SECTION 7.02.      Rights of Trustee .......................................................................   50
SECTION 7.03.      Individual Rights of Trustee ............................................................   51
SECTION 7.04.      Trustee's Disclaimer ....................................................................   51
SECTION 7.05.      Notice of Defaults ......................................................................   51
SECTION 7.06.      Reports by Trustee to Holders ...........................................................   52
SECTION 7.07.      Compensation and Indemnity ..............................................................   52
SECTION 7.08.      Replacement of Trustee ..................................................................   54
SECTION 7.09.      Successor Trustee by Merger, etc ........................................................   55
SECTION 7.10.      Eligibility; Disqualification ...........................................................   55
SECTION 7.11.      Preferential Collection of Claims Against Holdings ......................................   55


                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE: DEFEASANCE

SECTION 8.01.      Termination of Holdings' Obligations ....................................................   55
SECTION 8.02.      Legal Defeasance and Covenant Defeasance ................................................   56
SECTION 8.03.      Conditions to Legal Defeasance or Covenant Defeasance ...................................   57
SECTION 8.04.      Application of Trust Money; Trustee Acknowledgment
                   and Indemnity ...........................................................................   58
SECTION 8.05.      Repayment to Holdings ...................................................................   58
SECTION 8.06.      Reinstatement ...........................................................................   59


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.      Without Consent of Holders ..............................................................   59
SECTION 9.02.      With Consent of Holders .................................................................   60
SECTION 9.03.      Compliance with Trust Indenture Act .....................................................   61
SECTION 9.04.      Record Date for Consents and Effect of Consents .........................................   61

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                                      -iii-
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SECTION 9.05.      Notation on or Exchange of Securities ...................................................   61
SECTION 9.06.      Trustee To Sign Amendments, etc .........................................................   62


                                   ARTICLE TEN

                                  MISCELLANEOUS

SECTION 10.01.     Trust Indenture Act Controls ............................................................   62
SECTION 10.02.     Notices .................................................................................   62
SECTION 10.03.     Communications by Holders with Other Holders ............................................   63
SECTION 10.04.     Certificate and Opinion as to Conditions Precedent ......................................   63
SECTION 10.05.     Statements Required in Certificate ......................................................   64
SECTION 10.06.     Rules by Trustee, Paying Agent, Registrar ...............................................   64
SECTION 10.07.     Governing Law ...........................................................................   64
SECTION 10.08.     No Personal Liability of Directors, Officers, Employees and Stockholders ................   64
SECTION 10.09.     Successors ..............................................................................   64
SECTION 10.10.     Counterpart Originals ...................................................................   64
SECTION 10.11.     Severability ............................................................................   64
SECTION 10.12.     No Adverse Interpretation of Other Agreements ...........................................   65
SECTION 10.13.     Legal Holidays ..........................................................................   65

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                                      -iv-
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SIGNATURES         ........................................................................................    S-1

EXHIBIT A          Form of Original Security ...............................................................   A-1
EXHIBIT B          Form of Amended Security ................................................................   B-1
EXHIBIT C          Form of Legend for Global Securities ....................................................   C-1
EXHIBIT D          Form of Transfer Certificate ............................................................   D-1
--------------
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NOTE:    This Table of Contents shall not, for any purpose, be deemed to be part
         of this Indenture



                                      -v-
<PAGE>








                  AMENDED AND RESTATED INDENTURE originally dated as of May 1,
1998, and amended and restated as of May 1, 2002, between R.A.B. HOLDINGS, INC.,
a Delaware corporation ("Holdings"), and JPMORGAN CHASE BANK as
successor-in-interest to PNC Bank, National Association, as trustee (the
"Trustee").

                  Holdings and the Trustee are parties to that certain Indenture
dated as of May 1, 1998 (the "1998 Indenture"). Holdings and the Trustee wish to
amend and restate the 1998 Indenture in its entirety on the terms set forth
below. Holdings has requested and obtained the consent of the Holders of
$23,000,000 principal amount of the outstanding securities with respect to this
Amended and Restated Indenture as of May 1, 2002.

                  Therefore, in order to amend and restate the 1998 Indenture,
each of Holdings and the Trustee agrees as follows for the benefit of each other
party and for the equal and ratable benefit of the Holders of the Securities:

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01       Definitions.

                  "Accredited Investor" means a Person that is an "accredited
investor" as that term is defined in Rule 501(a) under the Securities Act.

                  "Accreted Value" means, as of any date, the amount provided
below for each of the Amended Securities, each of which were issued as of May 1,
2002 in a principal amount of $1,065:

                  (a) For each original principal amount of $1,065 of Amended
Securities originally issued as of May 1, 2002, if Accreted Value is determined
as of one of the following dates (each, a "Semi-Annual Accrual Date"), the
Accreted Value shall, except as set forth in the proviso below, equal the amount
set forth in the schedule below for each such Semi-Annual Accrual Date:

                           Semi-Annual
                           Accrual Date              Accreted Value
                           ------------              --------------

                           November 1, 2002          $ 1,096.95
                           May 1, 2003               $ 1,129.86
                           November 1, 2003          $ 1,163.76
                           May 1, 2004               $ 1,198.67
                           November 1, 2004          $ 1,234.63
                           May 1, 2005               $ 1,271.67
                           November 1, 2005          $ 1,309.82
                           May 1, 2006               $ 1,349.11
                           November 1, 2006          $ 1,389.58
                           May 1, 2007               $ 1,431.27


<PAGE>
                                      -2-


; provided, however, that if Holdings exercises its right under Section 1(a) of
the Amended Securities to pay cash interest on any Interest Payment Date,
Holdings and the Trustee shall promptly recalculate the foregoing schedule of
Accreted Values, in a manner consistent with such schedule, giving effect to the
amount of cash interest paid in respect of the Amended Securities on such
Interest Payment Date and assuming that no cash interest is paid by Holdings
with respect to the Amended Securities on any subsequent Semi-Annual Accrual
Date through and including May 1, 2007, and such recalculated schedule shall
constitute the schedule of Accreted Values as set forth in this definition for
purposes of this Indenture and the Amended Securities. On each Semi-Annual
Accrual Date thereafter, the Accreted Value shall be as set forth in such
recalculated schedule unless and until the Company again elects to pay cash
interest as provided in Section 1(a) of the Amended Securities.

                  (b) If Accreted Value is determined as of a date before the
first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (a) the
original issue price of $1,065.00 and (b) an amount equal to the product of (1)
the excess of $31.95 (i.e., the Accreted Value as of the first Semi-Annual
Accrual Date less the original issue price of $1,065.00) multiplied by (2) a
fraction, the numerator of which is the number of days from the Amended Issue
Date to the date as of which the Accreted Value is being determined, using a
360-day year of twelve 30-day months, and the denominator of which is the number
of days from the Amended Issue Date to the first Semi-Annual Accrual Date, using
a 360-day year of twelve 30-day months.

                  (c) If Accreted Value is determined as of a date between any
two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (a) the
Accreted Value for the Semi-Annual Accrual Date immediately preceding the date
as of which Accreted Value is being determined and (b) an amount equal to the
product of (1) the excess of the Accreted Value for the immediately following
Semi-Annual Accrual Date over the Accreted Value for the immediately preceding
Semi-Annual Accrual Date multiplied by (2) a fraction, the numerator of which is
the number of days from the immediately preceding Semi-Annual Accrual Date to
the date as of which Accreted Value is being determined, using a 360-day year of
twelve 30-day months, and the denominator of which is 180.

                  (d) If Accreted value is determined as of any date after the
last Semi-Annual Accrual Date, the Accreted Value will equal $1,431.26 or such
lesser amount as shall be provided on the last schedule of Accreted Values
prepared by the Company and the Trustee for the latest date on such schedule as
to which the Company does not exercise its option to pay cash interest.

                  (e) References in this Indenture and in the Amended Securities
to "principal," "principal amount," "principal value" and similar terms shall
mean Accreted Value with respect to the application of such reference to the
Amended Securities.

                  "Acquired Indebtedness" means Indebtedness of a Person or any
of its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or at the time it merges or consolidates with Holdings or any of its
Restricted Subsidiaries or assumed in connection with the acquisition of assets
from such Person and in each case not incurred by such Person in connection
with, or in anticipation or contemplation of such Person becoming a Restricted
Subsidiary or such acquisition, merger or consolidation.

<PAGE>
                                      -3-


                  "Affiliate" means, with respect to any specified Person, any
other Person who, directly or indirectly, through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities or by contract; and
the terms "controlling" and "controlled" have meanings correlative of the
foregoing.

                  "Affiliate Transaction" has the meaning provided in Section
4.08.

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

                  "amend" means amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

                  "Amended Issue Date"  means May 1, 2002.

                  "Amended Securities" means the 6% Senior Notes due 2010 of
Holdings with interest accreting through May 1, 2007, issued pursuant to this
Indenture on the Amended Issue Date.

                  "Asset Acquisition" means (a) an Investment by Holdings or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary, or shall be merged with or into Holdings or any
Restricted Subsidiary, or (b) the acquisition by Holdings or any Restricted
Subsidiary of the assets of any Person (other than a Restricted Subsidiary)
which constitute all or substantially all of the assets of such Person or
comprises any division or line of business of such Person or any other
properties or assets of such Person other than in the ordinary course of
business.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the
ordinary course of business), assignment or other transfer by Holdings or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than Holdings or a Restricted Subsidiary of (a) any Capital
Stock of any Restricted Subsidiary; or (b) any other property or assets of
Holdings or any Restricted Subsidiary other than in the ordinary course of
business; provided, however, that Asset Sales shall not include (i) the sale or
disposition of inventory in the ordinary course of business, (ii) the sale or
other disposition of obsolete, worn out, damaged or otherwise unsuitable or
unnecessary equipment or other obsolete assets, (iii) the exchange of assets for
other non-cash assets that are (a) useful in the Permitted Business and (b) have
a fair market value at least equal to the fair market value of the assets being
exchanged (as determined by the Board of Directors in good faith), (iv) the sale
or other disposition of Cash Equivalents, (v) the grant of any license of
intellectual property rights in the ordinary course of business, (vi) any
transaction or series of related transactions in any fiscal year for which
Holdings or its Restricted Subsidiaries receive aggregate consideration of less
than $1.0 million and (vii) the sale, lease, conveyance, disposition or other
transfer of all or substantially all of the assets of Holdings as permitted
under Article Five.
<PAGE>
                                      -4-


                  "Bankruptcy Law" means Title 11, United States Code or any
similar federal, state or foreign law for the relief of debtors.

                  "Basket" has the meaning provided in Section 4.04.

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

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

                  "Borrowing Base Amount" means, as of the date of
determination, an amount equal to the sum, without duplication, of (i) 80% of
the book value of the accounts receivable and (ii) 55% of the book value of the
inventories of Holdings and its Restricted Subsidiaries, taken as a whole, as
set forth in the most recent monthly consolidated financial statements of
Holdings prepared and determined in accordance with GAAP.

                  "Business Day" means any day other than a Saturday, Sunday or
day on which banking institutions in the City of New York are required or
authorized by law or other governmental action to be closed.

                  "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, equity interests, participations or other
equivalents (however designated and whether or not voting) of corporate stock,
including each class of Common Stock and Preferred Stock of such Person and (ii)
with respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.

                  "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

                  "Cash Equivalents" means (i) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either Standard & Poor's Corporation or any
successor thereto ("S&P") or Moody's Investors Service, Inc. or any successor
thereto ("Moody's"); (iii) commercial paper maturing no more than one year from
the date of creation thereof and, at the time of acquisition, having a rating of
at least A-l (or the equivalent successor rating) from S&P or at least P-l (or
the equivalent successor rating) from Moody's; (iv) certificates of deposit or
bankers' acceptances maturing within one year from the date of acquisition
thereof issued by any bank organized under the laws of the United States of
America or any state thereof or the District of Columbia or any U. S. branch of
a foreign bank having at the date of acquisition thereof combined capital and
surplus of not less than $250,000,000; (v) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clause (i) above entered into with any bank meeting the qualifications specified
in clause (iv) above; and (vi) investments in money market funds which invest
substantially all their assets in securities of the types described in clauses
(i) through (v) above.
<PAGE>
                                      -5-


                  "Change of Control" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets of Holdings to any Person or group of related Persons for purposes of
Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates
thereof (whether or not otherwise in compliance with the provisions of this
Indenture) other than to the Permitted Holders; (ii) the approval by the holders
of Capital Stock of Holdings of any plan or proposal for the liquidation or
dissolution of Holdings (whether or not otherwise in compliance with the
provisions of this Indenture); (iii) any Person or Group (other than the
Permitted Holders) shall become the owner, directly or indirectly, beneficially
or of record, of shares representing more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding Capital Stock of
Holdings; or (iv) the replacement of a majority of the Board of Directors of
Holdings over a two-year period from the directors who constituted the Board of
Directors of Holdings at the beginning of such period, and such replacement
shall not have been approved by a vote of at least a majority of the Board of
Directors of Holdings then still in office who either were members of such Board
of Directors at the beginning of such period or whose election as a member of
such Board of Directors was previously so approved.

                  "Change of Control Date" has the meaning provided in Section
4.16.

                  "Change of Control Offer" has the meaning provided in Section
4.16.

                  "Change of Control Payment Date" has the meaning provided in
Section 4.16.

                   "Common Stock" of any Person means any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or non-voting) of such Person's common stock, whether
outstanding on the Original Issue Date or issued after the Original Issue Date,
and includes, without limitation, all series and classes of such common stock.

                  "Company" means R.A.B. Enterprises, Inc., a Delaware
corporation.

                  "Company Notes" means the 10 1/2% Senior Notes due 2005 of the
Company.

                  "Company Notes Indenture" means the indenture dated May 1,
1998, among the Company, the guarantors named therein and the trustee thereunder
relating to the Company Notes.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of Holdings by its Chairman of the Board, its Vice
Chairman of the Board, its President, a Vice President, its Treasurer, its
Assistant Treasurer, its Secretary or its Assistant Secretary, and delivered to
the Trustee.
<PAGE>
                                      -6-


                  "Consolidated EBITDA" means, with respect to any Person, for
any period, the sum (without duplication) of (i) Consolidated Net Income and
(ii) to the extent Consolidated Net Income has been reduced thereby, (A) all
income taxes of such Person and its Restricted Subsidiaries paid or accrued in
accordance with GAAP for such period (other than income taxes attributable to
extraordinary, unusual or nonrecurring gains or losses or taxes attributable to
sales or dispositions outside the ordinary course of business), (B) Consolidated
Interest Expense and (C) Consolidated Non-Cash Charges less any non-cash items
increasing Consolidated Net Income for such period, all as determined on a
consolidated basis for such Person and its Restricted Subsidiaries in accordance
with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any Person, the ratio of Consolidated EBITDA of such Person during the four
full fiscal quarters (the "Four Quarter Period") ending on or prior to the date
of the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of
such Person for the Four Quarter Period. In addition to and without limitation
of the foregoing, for purposes of this definition, "Consolidated EBITDA" and
"Consolidated Fixed Charges" shall be calculated after giving effect on a pro
forma basis for the period of such calculation to (i) the incurrence or the
repayment, repurchase, defeasance or other discharge of any Indebtedness of such
Person or any of its Restricted Subsidiaries (and the application of the
proceeds thereof) giving rise to the need to make such calculation and any
incurrence or repayment of other Indebtedness (and the application of the
proceeds thereof), other than the incurrence or repayment of Indebtedness in the
ordinary course of business for working capital purposes pursuant to working
capital facilities, occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such incurrence or the repayment, repurchase, defeasance
or other discharge, as the case may be (and the application of the proceeds
thereof), occurred on the first day of the Four Quarter Period and (ii) any
Asset Sales or Asset Acquisitions (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of such
Person or one of its Restricted Subsidiaries (including any Person who becomes a
Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming
or otherwise being liable for Acquired Indebtedness and also including or
excluding, as applicable, any Consolidated EBITDA (including any pro forma
expense and cost reductions), whether positive or negative attributable to the
assets which are the subject of the Asset Acquisition or Asset Sale, as the case
may be, during the Four Quarter Period) occurring during the Four Quarter Period
or at any time subsequent to the last day of the Four Quarter Period and on or
prior to the Transaction Date, as if such Asset Sale or Asset Acquisition
(including the incurrence, assumption or liability for any such Acquired
Indebtedness) occurred on the first day of the Four Quarter Period. If such
Person or any of its Restricted Subsidiaries directly or indirectly guarantees
Indebtedness of a third Person, the preceding sentence shall give effect to the
incur fence of such guaranteed Indebtedness as if such Person or any Restricted
Subsidiary of such Person had directly incurred or otherwise assumed such
guaranteed Indebtedness. Furthermore, in calculating "Consolidated Fixed
Charges" for purposes of determining the denominator (but not the numerator) of
this "Consolidated Fixed Charge Coverage Ratio," (1) interest on outstanding
Indebtedness determined on a fluctuating basis as of the Transaction Date and

<PAGE>
                                      -7-

which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; and (2) notwithstanding clause
(1) above, interest on Indebtedness determined on a fluctuating basis, to the
extent such interest is covered by agreements relating to Interest Swap
Obligations, shall be deemed to accrue at the rate per annum resulting after
giving effect to the operation of such agreements. For purposes of this
definition, whenever pro forma effect is to be given to an Asset Acquisition,
the amount of Consolidated Net Income relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness incurred in
connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting officer of Holdings.

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum, without duplication, of (i) Consolidated Interest
Expense, plus (ii) the product of (x) the amount of all dividend payments on any
series of Preferred Stock of such Person or its Subsidiaries (other than
dividends paid in Qualified Capital Stock) paid or accrued during such period
times (y) a fraction, the numerator of which is one and the denominator of which
is one minus the then current effective consolidated federal, state and local
tax rate of such Person, expressed as a decimal.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum of, without duplication: (i) the aggregate of the
interest expense of such Person and its Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP, including, without
limitation, (a) any amortization of debt discount and amortization or write-off
of deferred financing costs, (b) the net costs under Interest Swap Obligations,
and (c) the interest portion of any deferred payment obligation; and (ii) the
interest component of Capitalized Lease Obligations paid or accrued by such
Person and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its
Restricted Subsidiaries for such period on a consolidated basis, determined in
accordance with GAAP; provided that there shall be excluded therefrom (a)
after-tax gains from Asset Sales or abandonments or reserves relating thereto,
(b) after-tax items classified as extraordinary or nonrecurring gains, (c) the
net income of any Person acquired in a "pooling of interests" transaction
accrued prior to the date it becomes a Restricted Subsidiary of the referent
Person or is merged or consolidated with the referent Person or any Restricted
Subsidiary of the referent Person, (d) the net income (but not loss) of any
Restricted Subsidiary of the referent Person to the extent that the declaration
of dividends or similar distributions by that Restricted Subsidiary of that
income is restricted by a contract or operation of law, (e) the net income of
any Person, other than a Restricted Subsidiary of the referent Person, except,
for purposes of Section 4.04, to the extent of cash dividends or distributions
paid to the referent Person or to a Wholly Owned Restricted Subsidiary of the
referent Person by such Person, (f) any restoration to income of any contingency
reserve, except to the extent that provision for such reserve was made out of
Consolidated Net Income accrued at any time following the Original Issue Date,
and (g) income or loss attributable to discontinued operations (including,
without limitation, operations disposed of during such period whether or not
such operations were classified as discontinued).


<PAGE>
                                      -8-

                  "Consolidated Non-Cash Charges" means, with respect to any
Person, for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Restricted Subsidiaries reducing
Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges constituting an extraordinary item or loss or any such charge
which requires an accrual of or a reserve for cash charges for any future
period).

                  "Corporate Trust Office of the Trustee" means the office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of original execution of this
Indenture is located at 450 West 33rd Street, 15th Floor, New York, New York
10001.

                  "Corporate Trust Operations Office of the Trustee" means the
Trustee's offices located in Dallas, Texas.

                  "Credit Agreement" means the Amended and Restated Credit
Agreement dated as of May 1, 1998, by and among Millbrook Distribution Services
Inc., The B. Manischewitz Company, LLC, The Chase Manhattan Bank, as agent, and
NationsBank, N.A., as co-agent, and the lenders party thereto in their
capacities as lenders thereunder, together with the related agreements entered
into in connection therewith (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder provided that such
increase in borrowings is permitted by Section 4.03) or adding Restricted
Subsidiaries of Holdings as additional borrowers or guarantors thereunder) all
or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, co-agent,
lender or group of lenders.

                  "Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement.

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

                  "Default" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

                  "Depository" means, with respect to the Securities, The
Depository Trust Company or another Person designated as Depository by Holdings,
which must be a clearing agency registered under the Exchange Act.

                  "Designation" has the meaning provided in Section 4.10.

                  "Designation Amount" has the meaning provided in Section 4.10.

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the sole option of the holder
thereof on or prior to the final maturity date of the Securities.

<PAGE>
                                      -9-


                  "Event of Default" has the meaning provided in Section 6.01.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any successor statute or statutes thereto and the rules and
regulations promulgated thereunder.

                   "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors of
Holdings acting reasonably and in good faith and shall be evidenced by a Board
Resolution of the Board of Directors of Holdings delivered to the Trustee.

                  "Final Maturity Date" means May 1, 2008 with respect to the
Original Securities and May 1, 2010 with respect to the Amended Securities.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, which are in effect
as of the Original Issue Date.

                  "Global Securities" means one or more of the Securities issued
to the Depository which is deposited with the Trustee.

                  "Guarantees" means the guarantees of Millbrook Distribution
Services Inc. and The B. Manischewitz Company, LLC of the Company Notes in
accordance with the Company Notes Indenture.

                  "Holders" means the registered holders of the Securities;
provided that where the context herein (or in a Security) requires, "Holder" or
"Holders" may refer only to a Holder or the Holders of either the Original
Securities or the Amended Securities.

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

                  "incur" means, with respect to any Indebtedness, to create,
issue, incur (including by conversion, exchange or otherwise), assume, guarantee
or otherwise become liable in respect of such Indebtedness (and "incurrence,"
"incurred" and "incurring" shall have meanings correlative to the foregoing).
Indebtedness of a Person existing at the time such Person becomes a Restricted
Subsidiary or is merged or consolidated with or into Holdings or any Restricted
Subsidiary shall be deemed to be incurred at such time. The accrual of interest
or the accretion of original issue discount shall not be deemed to be an
incurrence.
<PAGE>
                                      -10-


                  "Indebtedness" means with respect to any Person, without
duplication, (i) the principal amount of all indebtedness of such Person for
borrowed money, (ii) the principal amount of all indebtedness of such Person
evidenced by bonds, debentures, the Securities or other similar instruments,
(iii) all Capitalized Lease Obligations of such Person, (iv) all indebtedness of
such Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable and other accrued liabilities
arising in the ordinary course of business that are not overdue by 90 days or
more or are being contested in good faith), (v) reimbursement obligations of
such Person on any letter of credit, banker's acceptance or similar credit
transaction, (vi) guarantees and other similar contingent obligations in respect
of indebtedness or obligations referred to in clauses (i) through (v) above and
clause (viii) below, (vii) all obligations of any other Person of the type
referred to in clauses (i) through (vi) which are secured by any lien on any
property or asset of such Person, the amount of such obligation being deemed to
be the lesser of the fair market value of such property or asset or the amount
of the obligation so secured and (viii) all obligations of such Person under
Currency Agreements and Interest Swap Obligations.

                  "Indenture" means the 1998 Indenture as amended and restated
by this Indenture and, as it may further be amended or supplemented from time to
time.

                  "Indentures" means this Indenture and the Company Notes
Indenture.

                  "Independent Financial Advisor" means a firm (i) which does
not, and whose directors, officers and employees or Affiliates do not, have a
direct or indirect financial interest in Holdings (excluding an interest
consisting solely of monies owed for services rendered) and (ii) which, in the
judgment of the Board of Directors of Holdings, is otherwise independent and
qualified to perform the task for which it is to be engaged.

                  "interest" means, with respect to the Securities, the sum of
any cash interest and accreted amounts (without duplication (i.e., in any
requirement for Holdings to pay the principal amount and accrued interest) as a
result of the inclusion of such accreted amounts in the "principal" or "face"
value of the Amended Securities) on the Securities.

                  "Interest Payment Date" means, as to the Original Securities,
May 1 and November 1 of each year, commencing on November 1, 1998, and as to the
Amended Securities, May 1 and November 1 of each year, commencing November 1,
2007, except that any May 1 and November 1 prior to November 1, 2007 as to which
Holdings exercises its rights under Section 1 of the Amended Securities to pay
cash interest shall also be an "Interest Payment Date" with respect thereto.

                  "Interest Record Date" for the interest payable on any
Interest Payment Date (except a date for payment of defaulted interest) means
the April 15 or October 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date.

                  "Interest Swap Obligations" means the obligations of any
Person pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.
<PAGE>
                                      -11-


                  "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), or any purchase or acquisition by such Person of any Capital
Stock, bonds, Securities, debentures or other securities or evidences of
Indebtedness issued by, any other Person. "Investment" shall exclude extensions
of trade credit and advances to customers by Holdings and its Restricted
Subsidiaries in accordance with normal trade practices of Holdings or such
Restricted Subsidiary, as the case may be. For the purposes of Section 4.04, (i)
"Investment" shall include and be valued at the fair market value of the net
assets of any Restricted Subsidiary at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary and shall exclude the fair market value
of the net assets of any Unrestricted Subsidiary at the time that such
Unrestricted Subsidiary is designated a Restricted Subsidiary and (ii) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by Holdings or any of its Restricted
Subsidiaries, without any adjustments for increases or decreases in value, or
write-ups, write-downs or writeoffs with respect to such Investment, reduced by
the payment of dividends or distributions in connection with such Investment or
any other amounts received in respect of such Investment; provided that no such
payment of dividends or distributions or receipt of any such other amounts shall
reduce the amount of any Investment if such payment of dividends or
distributions or receipt of any such amounts would be included in Consolidated
Net Income. If Holdings or any Restricted Subsidiary sells or otherwise disposes
of any Common Stock of any direct or indirect Restricted Subsidiary such that,
after giving effect to any such sale or disposition, Holdings no longer owns,
directly or indirectly, greater than 50% of the outstanding Common Stock of such
Restricted Subsidiary, Holdings shall be deemed to have made an Investment on
the date of any such sale or disposition equal to the fair market value of the
Common Stock of such Restricted Subsidiary not sold or disposed of.

                   "Lien" means any lien, mortgage, deed of trust, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
aggregate proceeds in the form of cash or Cash Equivalents including payments in
respect of deferred payment obligations when received in the form of cash or
Cash Equivalents (other than the portion of any such deferred payment
constituting interest) and cash and Cash Equivalents received upon the
disposition of non-cash consideration received in any Asset Sale received by
Holdings or any of its Restricted Subsidiaries from such Asset Sale net of (a)
reasonable out-of-pocket expenses and fees incurred in connection with such
Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions), (b) taxes paid or payable after taking into
account any reduction in consolidated tax liability due to available tax credits
or deductions and any tax sharing arrangements, (c) repayment of Indebtedness
that is required to be repaid in connection with such Asset Sale and (d)
appropriate amounts to be provided by Holdings or any Restricted Subsidiary, as
the case may be, as a reserve, in accordance with GAAP, against any liabilities
associated with such Asset Sale and retained by Holdings or any Restricted
Subsidiary, as the case may be, after such Asset Sale.
<PAGE>
                                      -12-


                  "Net Proceeds Offer" has the meaning provided in Section 4.05.

                  "Net Proceeds Offer Amount" has the meaning provided in
Section 4.05.

                  "Net Proceeds Offer Payment Date" has the meaning provided in
Section 4.05.

                  "Net Proceeds Offer Trigger Date" has the meaning provided in
Section 4.05.

                  "Obligations" means, with respect to any Indebtedness, all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation
governing any such Indebtedness.

                  "Officer" means the Chairman, any Vice Chairman, the
President, any Vice President, the Chief Financial Officer, the Treasurer or the
Secretary of Holdings or any other officer designated by the Board of Directors
serving in a similar capacity.

                  "Officers' Certificate" means a certificate signed by two
Officers or by an Officer and an Assistant Treasurer or an Assistant Secretary
of Holdings complying with Sections 10.04 and 10.05.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The legal counsel may be an
employee of or counsel to Holdings or the Trustee.

                  "Original Issue Date"  means May 1, 1998.

                  "Original Securities" means the 13% Senior Notes due 2008 of
Holdings.

                  "Pari Passu Indebtedness" means any Indebtedness of Holdings
ranking pari passu in right of payment with the Securities.

                  "Participants" has the meaning provided in Section 2.15.

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

                  "Permitted Business" means the business of food manufacturing
and processing, food distribution and other businesses similar thereto or
reasonably related thereto, including without limitation, providing
merchandising services.

                  "Permitted Holders" means (i) Mr. Richard A. Bernstein, (ii)
trusts for the benefit of Mr. Bernstein and/or members of his immediate family
and (iii) in the event of the incompetence or death of Mr. Bernstein, his
estate, executor, administrator or other personal representative.


<PAGE>
                                      -13-


                  "Permitted Indebtedness" means, without duplication, each of
the following:

                  (i) Indebtedness under the Securities, the Company Notes and
         the Guarantees; and Permitted Refinancings thereof;

                  (ii) Indebtedness incurred pursuant to the Credit Agreement in
         an aggregate principal amount, at any time outstanding, not to exceed
         the greater of (x) $55.0 million and (y) the Borrowing Base Amount, in
         each case, less mandatory, permanent repayments (excluding amounts
         refinanced as permitted under the Credit Agreement) actually made in
         respect of any Indebtedness thereunder (which are accompanied by a
         permanent reduction in commitment in the case of the Revolving Credit
         Facility);

                  (iii) Permitted Refinancings of (x) other Indebtedness of
         Holdings or any Restricted Subsidiary to the extent outstanding on the
         Original Issue Date reduced by the amount of any scheduled amortization
         payments or mandatory prepayments when actually paid or permanent
         reductions thereon and (y) Indebtedness incurred under the Consolidated
         Fixed Charge Coverage Ratio test of Section 4.03;

                  (iv) Interest Swap Obligations of Holdings covering
         Indebtedness of Holdings or any Restricted Subsidiary and Interest Swap
         Obligations of any Restricted Subsidiary covering Indebtedness of such
         Restricted Subsidiary; provided, however, that such Interest Swap
         Obligations are entered into to protect Holdings and/or its Restricted
         Subsidiaries from fluctuations in interest rates on Indebtedness
         incurred in accordance with the Indentures to the extent the notional
         principal amount of such Interest Swap Obligation does not exceed the
         principal amount of the Indebtedness to which such Interest Swap
         Obligation relates;

                  (v) Indebtedness under Currency Agreements; provided that in
         the case of Currency Agreements which relate to Indebtedness, such
         Currency Agreements are designed to protect Holdings or any Restricted
         Subsidiary against fluctuations in currency values and do not increase
         the Indebtedness of Holdings and its Restricted Subsidiaries
         outstanding other than as a result of fluctuations in foreign currency
         exchange rates or by reason of fees, indemnities and compensation
         payable thereunder;

                  (vi) Indebtedness of a Wholly Owned Restricted Subsidiary to
         Holdings or to a Wholly Owned Restricted Subsidiary for so long as such
         Indebtedness is held by Holdings or a Wholly Owned Restricted
         Subsidiary, in each case subject to no Lien being held by a Person
         other than Holdings or a Wholly Owned Restricted Subsidiary; provided
         that if as of any date any Person other than Holdings or a Wholly Owned
         Restricted Subsidiary owns or holds any such Indebtedness or holds a
         Lien in respect of such Indebtedness, such date shall be deemed the
         incurrence of Indebtedness not constituting Permitted Indebtedness by
         the issuer of such Indebtedness;
<PAGE>
                                      -14-


                  (vii) Indebtedness of Holdings to a Wholly Owned Restricted
         Subsidiary for so long as such Indebtedness is held by a Wholly Owned
         Restricted Subsidiary, in each case subject to no Lien; provided that
         (a) any Indebtedness of Holdings to any Wholly Owned Restricted
         Subsidiary is unsecured and subordinated, pursuant to a written
         agreement, to Holdings' obligations under this Indenture and the
         Securities and (b) if as of any date any Person other than a Wholly
         Owned Restricted Subsidiary owns or holds any such Indebtedness or any
         Person holds a Lien in respect of such Indebtedness, such date shall be
         deemed the incurrence of Indebtedness not constituting Indebtedness
         permitted by this clause (vii);

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

                  (ix) Indebtedness of Holdings or any Restricted Subsidiary (a)
         represented by letters of credit for the account of Holdings or such
         Restricted Subsidiary, as the case may be, in order to provide security
         for workers' compensation claims, payment obligations in connection
         with self-insurance or similar requirements in the ordinary course of
         business and (b) in respect of performance, surety in the ordinary
         course of business; and (c) in respect of performance, surety or appeal
         bonds incurred in the ordinary course of business;

                  (x) Indebtedness of Holdings or any Restricted Subsidiary
         (other than for borrowed money) pursuant to agreement providing for
         indemnification, purchase price adjustments and similar obligations
         that is incurred in the ordinary course of business or in connection
         with the sale of a business, assets or a Subsidiary;

                  (xi) Indebtedness represented by Capitalized Lease Obligations
         and Purchase Money Indebtedness of Holdings and its Restricted
         Subsidiaries incurred in the ordinary course of business not to exceed
         $2.0 million at any one time outstanding; and

                  (xii) Additional Indebtedness of Holdings or any Restricted
         Subsidiary in an amount not to exceed $25,000,000 million at any one
         time outstanding; provided that such amount is incurred on or before
         the nine month anniversary of the Issue Date; and provided further
         that, on or prior to the nine month anniversary of the Issue Date, such
         amount is used to consummate the acquisition of one or more Permitted
         Businesses that becomes upon the closing of such acquisition a
         Restricted Subsidiary of Holdings or any Restricted Subsidiary.

                  "Permitted Investments" means (i) Investments by Holdings or
any Restricted Subsidiary in any Person that is or will become immediately after
such Investment a Restricted Subsidiary or that will merge or consolidate into
Holdings or a Restricted Subsidiary; (ii) Investments in Holdings by any
Restricted Subsidiary; provided that any Indebtedness evidencing such Investment
is unsecured and subordinated, pursuant to a written agreement, to Holdings'

<PAGE>
                                      -15-


obligations under the Securities and this Indenture; (iii) investments in cash
and Cash Equivalents: (iv) loans and advances to employees and officers of
Holdings and its Restricted Subsidiaries (other than to Permitted Holders) in
the ordinary course of business for bona fide business purposes not in excess of
$250,000 at any one time outstanding; (v) Currency Agreements and Interest Swap
Obligations entered into in the ordinary course of Holdings' or its Restricted
Subsidiaries' businesses and otherwise in compliance with this Indenture; (vi)
Investments in securities of trade creditors or customers received pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or
insolvency of such trade creditors or customers; (vii) Investments made by
Holdings or its Restricted Subsidiaries as a result of consideration received in
connection with an Asset Sale made in compliance with Section 4.05; and (viii)
Investments existing on the Original Issue Date.

                  "Permitted Liens" means (a) Liens securing Acquired
Indebtedness; provided, however, that such Liens were in existence prior to the
contemplation of such acquisition, merger or consolidation and do not secure any
property or assets of Holdings or any Restricted Subsidiary of Holdings other
than the property or assets subject to the Liens prior to such acquisition,
merger or consolidation; (b) Liens imposed by law such as carriers',
warehousemen's and mechanic's Liens and other similar Liens arising in the
ordinary course of business which secure payment of obligations not more than 30
days past due or which are being contested in good faith and by appropriate
proceedings; (c) Liens for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in good faith by
appropriate proceedings; provided, however, that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (d) easements, reservation of rights of way, licenses of
intellectual property in the ordinary course and other similar restrictions on
the use of properties or assets, or minor imperfections of title that in the
aggregate are not material in amount and do not in any case materially detract
from the properties subject thereto or interfere with the ordinary conduct of
the business of Holdings and its Restricted Subsidiaries; (e) Liens resulting
from the deposit of cash or securities in connection with contracts, tenders or
expropriation proceedings, or to secure workers' compensation, surety or appeal
bonds, costs of litigation when required by law and public and statutory
obligations or obligations under franchise arrangements entered into in the
ordinary course of business; (f) Liens securing Indebtedness incurred pursuant
to clause (xii) of the definition of "Permitted Indebtedness" in an aggregate
amount not to exceed $15.0 million at any one time outstanding; and (g) Liens
securing Indebtedness consisting of Capitalized Lease Obligations or industrial
revenue bonds, in each case incurred solely for the purpose of financing all or
any part of the purchase price or cost of construction or installation of assets
used in the business of Holdings or its Restricted Subsidiaries, or repairs,
additions or improvements to such assets; provided, however, that (i) such Liens
secure Indebtedness in an amount not in excess of the original purchase price or
the original cost of any such assets or repairs, additions or improvements
thereto (plus an amount equal to the reasonable fees and expenses, including
attorneys fees and expenses, incurred in connection with the incurrence of such
Indebtedness), (ii) such Liens do not extend to any other assets of Holdings or
its Restricted Subsidiaries (and, in the case of repairs, additions or
improvements to any such assets, such Lien extends only to the assets repaired,
added to or improved), (iii) the Incurrence of such Indebtedness is permitted
under this Indenture and (iv) such Liens attach within 60 days of such purchase,
construction, installation, repair, addition or improvement.


<PAGE>
                                      -16-


                  "Permitted Refinancing" means, with respect to any
Indebtedness of any Person, any Refinancing of such Indebtedness; provided,
however, that (i) such Refinancing shall not result in an increase in the
aggregate principal amount of Indebtedness of such Person as of the date of such
proposed Refinancing (plus the amount of any premium required to be paid under
the terms of the instrument governing such Indebtedness and plus the amount of
reasonable expenses incurred by Holdings in connection with such Refinancing),
(ii) such Indebtedness shall not have a Weighted Average Life to Maturity that
is less than the Weighted Average Life to Maturity of the Indebtedness being
Refinanced or a final maturity earlier than the final maturity of the
Indebtedness being Refinanced, (iii) if the Indebtedness being Refinanced is
Indebtedness of Holdings, then such Refinancing Indebtedness shall be
Indebtedness solely of Holdings and (iv) if the Indebtedness being Refinanced is
subordinate or junior to the Securities, then such Refinancing Indebtedness
shall be subordinate to the Securities at least to the same extent and in the
same manner as the Indebtedness being Refinanced.

                  "Person" means an individual, partnership, corporation,
unincorporated organization, limited liability company, trust or joint venture,
or a governmental agency or political subdivision thereof.

                  "Physical Securities" means one or more certificated
Securities in registered form.

                  "Preferred Stock" of any Person means any Capital Stock of
such Person that has preferential rights to any other Capital Stock of such
Person with respect to dividends or redemptions or upon liquidation.

                  "Principal" shall mean, in each appropriate context in this
Indenture and in the Amended Security with respect to the Amended Securities,
the Accreted Value thereof.

                  "Purchase Money Indebtedness" means Indebtedness of Holdings
and its Restricted Subsidiaries incurred in the normal course of business for
the purpose of financing all or any part of the purchase price, or the cost of
installation, construction or improvement, of property, equipment or other
assets; provided, however, (A) the Indebtedness shall not exceed the cost of
such property, equipment or assets and shall not be secured by any property,
equipment or assets of Holdings or any Restricted Subsidiary other than the
property, equipment and assets so acquired or constructed and (B) the Lien
securing such Indebtedness shall be created within 180 days of such acquisition
or construction or, in the case of a refinancing of any Purchase Money
Indebtedness, within 180 days of such refinancing.

                  "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

                   "redeem" means redeem, repurchase, defease or otherwise
acquire or retire for value; and "redemption" and "redeemed" have correlative
meanings.

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


<PAGE>
                                      -17-


                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price fixed for such redemption pursuant to this
Indenture as set forth in the form of Security annexed hereto as Exhibit A or B,
as applicable.

                  "Reference Date" has the meaning provided in Section 4.04.

                  "Refinance" means, in respect of any security or Indebtedness,
to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire,
or to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

                  "Registrar" has the meaning provided in Section 2.03.

                   "Replacement Assets" means (i) properties and assets that
replace the properties and assets that were the subject of such Asset Sale or in
properties and assets that will be used in a Permitted Business or (ii) all of
the Capital Stock of a Person whose assets are of the type described in clause
(i), provided that such Person becomes a Restricted Subsidiary of Holdings.

                  "Restricted Payment" has the meaning provided in Section 4.04.

                   "Restricted Subsidiary" means any Subsidiary of Holdings
which at the time of determination is not an Unrestricted Subsidiary.

                  "Revolving Credit Facility" means one or more revolving credit
facilities under the Credit Agreement.

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

                  "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to Holdings or a Restricted Subsidiary of any property, whether
owned by Holdings or any Restricted Subsidiary at the Original Issue Date or
later acquired, which has been or is to be sold or transferred by Holdings or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such Property.

                  "SEC" or "Commission" means the Securities and Exchange
Commission.

                  "Securities" means, collectively, the Original Securities and
the Amended Securities treated (except where otherwise provided in this
Indenture) as a single class of securities, as amended or supplemented from time
to time in accordance with the terms of this Indenture. References in the
Original Securities (as set forth in Exhibit A hereto) to the "Securities" or to
a "Security" shall, where the context requires, refer to the Original Securities
and references in the Amended Securities (as set forth in Exhibit B hereto) to
the "Securities" or to a "Security" shall, where the context requires, refer to
the Amended Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
and any other successor statute or statutes thereto and the rules and
regulations promulgated thereunder.
<PAGE>
                                      -18-


                  "Stated Maturity" means with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

                  "Subsidiary" with respect to any Person, means (i) any
corporation of which the outstanding Capital Stock having at least a majority of
the votes entitled to be cast in the election of directors under ordinary
circumstances shall at the time be owned, directly or indirectly, by such Person
or (ii) any other Person of which at least a majority of the voting interest
under ordinary circumstances is at the time, directly or indirectly, owned by
such Person.

                  "Surviving Entity" has the meaning provided in Section 5.01.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
ss.ss. 77aaa-77bbbb), as amended, as in effect on the date of this Indenture
(except as provided in Section 9.03) until such time as this Indenture is
qualified under the TIA, and thereafter as in effect on the date on which this
Indenture is qualified under the TIA.

                  "Trust Officer" means any officer or authorized signatory
within the corporate trust department (or any successor group of the Trustee)
including any vice president, assistant vice president, assistant secretary or
any other officer or assistant officer or authorized signatory of the Trustee
customarily performing functions similar to those performed by the persons who
at that time shall be such officers or authorized signatory, and also means,
with respect to a particular corporate trust matter, any other officer or
authorized signatory to whom such trust matter is referred because of his
knowledge of and familiarity with the particular subject.

                  "Trustee" means the party named as such in the first paragraph
of this Indenture until a successor replaces it in accordance with the
provisions of this Indenture and thereafter means such successor.

                   "Unrestricted Subsidiary" of any Person means (i) any
Subsidiary of such Person that at the time of determination shall be or continue
to be designated an Unrestricted Subsidiary by the Board of Directors of such
Person in the manner provided below and (ii) any Subsidiary of an Unrestricted
Subsidiary.

                  "U. S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable or redeemable at the issuer's option.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.
<PAGE>
                                      -19-


                  "Wholly-Owned Restricted Subsidiary" of any Person means any
Restricted Subsidiary of such Person of which all the outstanding voting
securities (other than in the case of a foreign Restricted Subsidiary,
directors' qualifying shares or an immaterial amount of shares required to be
owned by other Persons pursuant to applicable law) are owned by such Person or
any Wholly Owned Restricted Subsidiary of such Person.

SECTION 1.02.     Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" means Holdings or any other obligor on
the Securities.

                  All other TIA terms used in this Indenture that are defined by
the TIA. defined by TIA reference to another statute or defined by SEC rule and
not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.03.     Rules of Construction.

                  Unless the context otherwise requires:

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

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles in effect from time to time, and any other reference in this
         Indenture to "generally accepted accounting principles" refers to GAAP;

                  (3) "or" is not exclusive;

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

                  (5) provisions apply to successive events and transactions;
         and
<PAGE>
                                      -20-


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


                                  ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.     Form and Dating.

                  The Original Securities and the Trustee's certificate of
authentication thereof shall be substantially in the form of Exhibit A hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Amended Securities and the Trustee's certificate of authentication thereof shall
be substantially in the form of Exhibit B hereto, which is hereby incorporated
in and expressly made a part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Holdings and the Trustee shall approve the form of the Securities and any
notation, legend or endorsement on them. Each Security shall be dated the date
of its issuance and shall show the date of its authentication.

SECTION 2.02.     Execution and Authentication.

                  An Officer who has been duly authorized by all requisite
corporate action shall sign the Securities for Holdings by manual or facsimile
signature.

                  If an Officer whose signature is on a Security was an Officer
at the time of such execution but no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.

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

                  The Trustee shall authenticate (i) Original Securities for
original issue in an aggregate principal amount at maturity not to exceed
$2,000,000, and (ii) Amended Securities in an aggregate principal amount
initially (prior to accretion in the value thereof) not to exceed $26,625,000
(but the Trustee shall not authenticate an Amended Security for any Holder who
has not given a duly executed consent to this Indenture, including the
amendments made hereto as of May 1, 2002) which may by issued from time to time
with each Amended Security having an initial principal amount of $1,065.00 and
being issued only in replacement for $1,000.00 principal amount at maturity of
Original Securities, in each case upon a written order of Holdings in the form
of an Officers' Certificate. Each such written order shall specify the amount of
Securities to be authenticated and the date on which the Securities are to be
authenticated, whether the Securities are to be Original Securities or Amended
Securities and whether the Securities are to be issued as Physical Securities or
Global Securities and such other information as the Trustee may reasonably
request. The aggregate principal amount at maturity of Securities outstanding at
any time (including Accreted Value) may not exceed $35,781,750, except as
provided in Sections 2.07 and 2.08.
<PAGE>
                                      -21-


                  Notwithstanding the foregoing, all Securities issued under
this Indenture shall vote and consent together on all matters (as to which any
of such Securities may vote or consent) as one class and no series of Securities
will have the right to vote or consent as a separate class on any matter.

                  If at any time prior to September 30, 2002 the Company advises
the Trustee that the Company has received one or more additional consents by the
holders of the Original Securities to the amendments effected by this Amended
and Restated Indenture and to have their Original Securities instead be Amended
Securities subject to the terms applicable thereto as set forth herein, then the
Trustee will upon request by the Company authenticate a replacement Global Note
to evidence the resulting outstanding initial principal amount of the Amended
Securities and, if applicable, authenticate a replacement Global Note to
evidence the resulting outstanding initial principal amount of the Original
Securities.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to Holdings to authenticate Securities. Unless otherwise provided in
the appointment, an authenticating agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent shall
have the same rights as an Agent to deal with Holdings and Affiliates of
Holdings.

                  The Securities shall be issuable only in registered form,
without coupons; the Original Securities issuable in denominations of $1,000 and
any integral multiple thereof and the Amended Securities issuable in
denominations initially (prior to accretion therein) of $1,065 and integral
multiples thereof.

SECTION 2.03.     Registrar and Paying Agent.

                  Holdings shall maintain an office or agency, which may be in
the Borough of Manhattan, The City of New York, where (a) Securities may be
presented or surrendered for registration of transfer or for exchange (the
"Registrar"), (b) Securities may be presented or surrendered for payment (the
"Paying Agent") and (c) notices and demands in respect of the Securities and
this Indenture may be served. The Registrar shall keep a register of the
Securities and of their transfer and exchange. Holdings, upon written notice to
the Trustee, may appoint one or more co-Registrars and one or more additional
Paying Agents. The term "Paying Agent" includes any additional Paying Agent.
Except as provided herein, Holdings may act as Paying Agent, Registrar or
co-Registrar.

                  Holdings shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture, which shall incorporate the provisions
of the TIA. The agreement shall implement the provisions of this Indenture that
relate to such Agent. Holdings shall notify the Trustee in writing of the name
and address of any such Agent. If Holdings fails to maintain a Registrar or
Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

<PAGE>
                                      -22-


                  Holdings initially appoints the Trustee as Registrar and
Paying Agent until such time as the Trustee has resigned or a successor has been
appointed. The Securities may be presented for registration of transfer and
exchange at the offices of the Registrar, which initially will be the Corporate
Trust Operations Office of the Trustee. The Company will pay principal (and
premium, if any) on the Securities at the Corporate Trust Operations Office of
the Trustee. Holdings will maintain an office in New York, New York and will
also pay principal (and premium, if any) on the Securities at the Company's
offices in New York, New York.

SECTION 2.04.     Paying Agent To Hold Assets in Trust.

                  Holdings shall require each Paying Agent other than the
Trustee to agree in writing that each Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all assets held by the Paying Agent for the
payment of principal of, or interest on, the Securities, and shall notify the
Trustee of any Default by Holdings in making any such payment. Holdings at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any payment Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the
Trustee and to account for any assets distributed. Upon distribution to the
Trustee of all assets that shall have been delivered by Holdings to the Paying
Agent (if other than Holdings), the Paying Agent shall have no further liability
for such assets. If Holdings or any of its Affiliates acts as Paying Agent, it
shall, on or before each due date of the principal of or interest on the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee in writing of its action or
failure so to act.

SECTION 2.05.     Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, Holdings shall
furnish to the Trustee before each Interest Record Date and at such other times
as the Trustee may request in writing a list as of such date and in such form as
the Trustee may reasonably require of the names and addresses of Holders, which
list may be conclusively relied upon by the Trustee.

SECTION 2.06.     Transfer and Exchange.

                  Subject to the provisions of Sections 2.15 and 2.16, when
Securities are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Securities or to exchange such Securities for an
equal principal amount of Securities of other authorized denominations of the
same series, the Registrar or co-Registrar shall register the transfer or make
the exchange as requested if its requirements for such transaction are met;
provided, however, that the Securities surrendered for transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to Holdings and the Registrar or co-Registrar, duly executed
by the Holder thereof or his attorney-in-fact duly authorized in writing. To
permit registrations of transfers and exchanges, Holdings shall execute and the
Trustee shall authenticate Securities at the Registrar's or co-Registrar's
written request. No service charge shall be made for any registration of

<PAGE>
                                      -23-


transfer or exchange, but Holdings 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 other governmental charge
payable upon exchanges or transfers pursuant to Section 2.02, 2.10. 3.06, or
9.05). The Registrar or co-Registrar shall not be required to register the
transfer or exchange of any Security (i) during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of
Securities and ending at the close of business on the day of such mailing and
(ii) selected for redemption in whole or in part pursuant to Article Three
hereof, except the unredeemed portion of any Security being redeemed in part.

                  Prior to the registration of any transfer by a Holder as
provided herein, Holdings, the Trustee and any Agent of Holdings shall treat the
person in whose name the Security is registered as the owner thereof for all
purposes whether or not the Security shall be overdue, and none of Holdings, the
Trustee nor any such Agent shall be affected by notice to the contrary. Any
consent, waiver or actions of a Holder shall be binding upon any subsequent
Holders of such Security or a Security received upon transfer. Any Holder of a
beneficial interest in a Global Security shall, by acceptance of such beneficial
interest in a Global Security, agree that transfers of beneficial interests in
such Global Security may be effected only through a book-entry system maintained
by the Depository (or its agent), and that ownership of a beneficial interest in
a Global Security shall be required to be reflected in a book entry.



SECTION 2.07.     Replacement Securities.

                  If a mutilated Security is surrendered to the Trustee or if
the Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, Holdings shall issue and the Trustee shall authenticate a
replacement Security if the Trustee's requirements for replacement of Securities
are met. If required by Holdings or the Trustee, such Holder must provide
evidence of such destruction, loss or theft and an indemnity bond or other
indemnity, sufficient in the judgment of Holdings and the Trustee, to protect
Holdings, the Trustee and any Agent from any loss which any of them may suffer
if a Security is replaced. Holdings may charge such Holder for their reasonable
out-of-pocket expenses in replacing a Security, including reasonable fees and
expenses of counsel.

                  Every replacement Security is an obligation of Holdings.

SECTION 2.08.     Outstanding Securities.

                  Securities outstanding at any time are all the Securities that
have been authenticated by the Trustee except those canceled by it, those
delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. Subject to Section 2.09, a Security does not cease to be
outstanding because Holdings or any Affiliates of Holdings holds the Security.

                  If a Security is replaced pursuant to Section 2.07 (other than
a mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser. A mutilated Security ceases to be outstanding
upon surrender of such Security and replacement thereof pursuant to Section
2.07.


<PAGE>
                                      -24-


                  If on a Redemption Date or the Final Maturity Date the Paying
Agent holds money sufficient to pay all of the principal and interest due on the
Securities payable on that date, and is not prohibited from paying such money to
the Holders pursuant to the terms of this Indenture, then on and after that date
such Securities cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09.     Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by Holdings or any of its Affiliates shall be disregarded,
except that, for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Securities
that a Trust Officer of the Trustee actually knows are so owned shall be
disregarded.

                  Holdings shall notify the Trustee, in writing, when Holdings
or any of its Affiliates repurchases or otherwise acquires Securities, of the
aggregate principal amount of such Securities so repurchased or otherwise
acquired.

SECTION 2.10.     Temporary Securities.

                  Until definitive Securities are ready for delivery, Holdings
may prepare and the Trustee shall authenticate temporary Securities upon receipt
of a written order of Holdings in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Securities to be
authenticated and the date on which the temporary Securities are to be
authenticated.

                  Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that Holdings considers
appropriate for temporary Securities. Without unreasonable delay, Holdings shall
prepare and the Trustee shall authenticate upon receipt of a written order of
Holdings pursuant to Section 2.02 definitive Securities in exchange for
temporary Securities.

SECTION 2.11.     Cancellation.

                  Holdings at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel, and at the written direction of Holdings, dispose
of and deliver evidence of such disposal of all Securities surrendered for
transfer, exchange, payment or cancellation. Subject to Section 2.07, Holdings
may not issue new Securities to replace Securities that have been paid or
delivered to the Trustee for cancellation. All canceled Securities held by the
Trustee shall be disposed of as directed by a Company Order; or after 90 days,
if the Trustee is not in receipt of such Company Order, such canceled Securities
shall be disposed of in accordance with the Trustee's customary procedures.
<PAGE>
                                      -25-


                  If Holdings shall acquire any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12.     Defaulted Interest.

                  Holdings shall pay interest on overdue principal from time to
time on demand at the rate of interest then borne by the Securities. Holdings
shall, to the extent lawful, pay interest on overdue installments of interest
required to be paid in cash (without regard to any applicable grace periods)
from time to time on demand at the rate of interest then borne by the
Securities.

                  If Holdings defaults in a payment of interest on the
Securities required to be paid in cash, it shall pay the defaulted interest,
plus (to the extent lawful) any interest payable on the defaulted interest to
the Persons who are Holders on a subsequent special record date, which date
shall be the fifteenth day preceding the date fixed by Holdings for the payment
of defaulted interest or the next succeeding Business Day if such date is not a
Business Day. At least 15 days before the subsequent special record date,
Holdings shall mail to each Holder, with a copy to the Trustee, a notice that
states the subsequent special record date, the payment date and the amount of
defaulted interest, and interest payable on such defaulted interest, if any, to
be paid.

                  Notwithstanding the foregoing, any interest which is paid
prior to the expiration of the 30-day period set forth in Section 6.01(a) shall
be paid to Holders as of the Interest Record Date for the Interest Payment Date
for which interest has not been paid.

SECTION 2.13.     CUSIP Number.

                  Holdings in issuing the Securities will use a "CUSIP" number,
including separate CUSIP numbers for the Original Securities and the Amended
Securities, and the Trustee shall use the CUSIP numbers in notices of redemption
or exchange as a convenience to Holders; provided, however, that any such notice
may state that no representation is made as to the correctness or accuracy of
the CUSIP numbers printed in the notice or on the Securities, and that reliance
may be placed only on the other identification numbers printed on the
Securities. Holdings shall promptly notify the Trustee in writing of any changes
in CUSIP numbers.

SECTION 2.14.     Deposit of Moneys.

                  On the Business Day immediately preceding each Interest
Payment Date, Redemption Date, and the Final Maturity Date, Holdings shall
deposit with the Paying Agent in immediately available funds money sufficient to
make cash payments, if any, due on such Interest Payment Date, Redemption Date
or Final Maturity Date, as the case may be, in a timely manner which permits the
Paying Agent to remit payment, if any, to the Holders on such Interest Payment
Date, Redemption Date or Final Maturity Date, as the case may be.

SECTION 2.15.     Book-Entry Provisions for Global Securities.

                  (a) The Global Securities initially shall (i) be registered in
the name of the Depository or the nominee of such Depository, (ii) be delivered
to the Trustee as custodian for such Depository and (iii) bear legends as set
forth in Exhibit C.


<PAGE>
                                      -26-


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

                  (b) Transfers of Global Securities shall be limited to
transfers in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Securities may
be transferred or exchanged for Physical Securities in accordance with the rules
and procedures of the Depository and the provisions of Section 2.16; provided,
however, that Physical Securities shall be transferred to all beneficial owners
in exchange for their beneficial interests in Global Securities if (i) the
Depository notifies Holdings that it is unwilling or unable to continue as
Depository for any Global Security and a successor Depository is not appointed
by Holdings within 90 days of such notice or (ii) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depository to issue Physical Securities.

                  (c) In connection with the transfer of Global Securities as an
entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15,
the Global Securities shall be deemed to be surrendered to the Trustee for
cancellation, and Holdings shall execute, and the Trustee shall upon written
instructions from Holdings authenticate and deliver, to each beneficial owner
identified by the Depository in exchange for its beneficial interest in the
Global Securities, an equal aggregate principal amount of Physical Securities of
authorized denominations.

                  (d) The Holder of any Global Security may grant proxies and
otherwise authorize any Person, including Participants and Persons that may hold
interests through Participants, to take any action which a Holder is entitled to
take under this Indenture or the Securities.

SECTION 2.16.     Registration of Transfers and Exchanges.

                  (a) Transfer and Exchange of Physical Securities. When
Physical Securities are presented to the Registrar (so long as the Trustee is
the Registrar, such presentment to be made at the Corporate Trust Operations
Office of the Trustee) or co-Registrar with a request:

                  (i) to register the transfer of the Physical Securities; or

                  (ii) (ii) to exchange such Physical Securities for an equal
         principal amount of Physical Securities of other authorized
         denominations,

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.16 for such transactions are met; provided, however, that the Physical
Securities presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Registrar or co-Registrar, duly executed by the Holder
thereof or his attorney-in-fact duly authorized in writing.

<PAGE>
                                      -27-


                  (b) Restrictions on Transfer of a Physical Security for a
Beneficial Interest in a Global Security. A Physical Security the offer and sale
of which has not been registered under the Securities Act may not be exchanged
for a beneficial interest in a Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or co-Registrar of a
Physical Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or co-Registrar, together with
written instructions directing the Registrar or co-Registrar to make, or to
direct the Depository to make, an endorsement on the applicable Global Security
to reflect an increase in the aggregate amount of the Securities represented by
the Global Security,

then the Registrar or co-Registrar shall cancel such Physical Security and
cause, or direct the Depository to cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar or
co-Registrar, the principal amount of Securities represented by the applicable
Global Security to be increased accordingly. Holdings shall, unless either of
the events in the proviso to Section 2.15(b) have occurred and are continuing,
issue and the Trustee shall, upon written instructions from Holdings in
accordance with Section 2.02, authenticate such a Global Security in the
appropriate principal amount.

                  (c) Transfer and Exchange of Global Securities. The transfer
and exchange of Global Securities or beneficial interests therein shall be
effected through the Depository in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depository
therefor. Upon receipt by the Registrar or Co-Registrar of written instructions,
or such other instruction as is customary for the Depository, from the
Depository or its nominee, requesting the transfer of an interest in a Global
Security, the Registrar or Co-Registrar shall reflect on its books and records
(and the applicable Global Security) the applicable increase and decrease of the
principal amount of Securities represented by such types of Global Securities,
giving effect to such transfer. If the applicable type of Global Security
required to represent the interest as requested to be obtained is not
outstanding at the time of such request, Holdings shall issue and the Trustee
shall, upon written instructions from Holdings in accordance with Section 2.02,
authenticate a new Global Security of such type in principal amount equal to the
principal amount of the interest requested to be transferred.

                  (d) Transfer of a Beneficial Interest in a Global Security for
a Physical Security.

                  (i) Any Person having a beneficial interest in a Global
         Security may upon request exchange such beneficial interest for a
         Physical Security. Upon receipt by the Registrar or co-Registrar of
         written instructions, or such other form of instructions as is
         customary for the Depository. from the Depository or its nominee on
         behalf of any Person having a beneficial interest in a Global Security
         and upon receipt by the Trustee of a written order or such other form
         of instructions as is customary for the Depository or the Person
         designated by the Depository:


<PAGE>
                                      -28-


then the Registrar or co-Registrar will cause, in accordance with the standing
instructions and procedures existing between the Depository and the Registrar or
co-Registrar, the aggregate principal amount of the applicable Global Security
to be reduced and, following such reduction, Holdings will execute and, upon
receipt of an authentication order in the form of an Officers' Certificate in
accordance with Section 2.02, the Trustee will authenticate and deliver to the
transferee a Physical Security in the appropriate principal amount.

                  (ii) Securities issued in exchange for a beneficial interest
         in a Global Security pursuant to this Section 2.16(d) shall be
         registered in such names and in such authorized denominations as the
         Depository, pursuant to instructions from its direct or indirect
         participants or otherwise. shall instruct the Registrar or co-Registrar
         in writing. The Registrar or co-Registrar shall deliver such Physical
         Securities to the Persons in whose names such Physical Securities are
         so registered.

                  (e) Restrictions on Transfer of Global Securities.
Notwithstanding any other provisions of this Indenture, a Global Security may
not be transferred as a whole except by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Participants
or beneficial owners of interest in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16. Holdings shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.     Notices to Trustee.

                  If Holdings elects to redeem Securities pursuant to paragraph
5 of the Securities at the applicable redemption price set forth thereon, it
shall notify the Trustee in writing of the Redemption Date and the principal
amount of Securities to be redeemed. Holdings shall give such notice to the
Trustee at least 45 days before the Redemption Date (unless a shorter notice
shall be agreed to by the Trustee in writing), together with an Officers'
Certificate stating that such redemption will comply with the conditions
contained herein.


<PAGE>
                                      -29-


SECTION 3.02.     Selection of Securities To Be Redeemed.

                  If less than all of the Securities are to be redeemed pursuant
to paragraph 5 of the Securities, the Trustee shall select the Securities to be
redeemed in compliance with the requirements of the national securities
exchange, if any, on which the Securities are listed or, in the absence of such
requirements or if the Securities are not then listed on a national securities
exchange, on a pro rata basis, by lot or in such other manner as may be required
pursuant to this Indenture or otherwise as the Trustee shall deem fair and
appropriate. The Trustee shall make the selection from the Securities then
outstanding, subject to redemption and not previously called for redemption.

                  The Trustee may select for redemption pursuant to paragraph 5
of the Securities portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

                  The Trustee shall be entitled to the benefits of the
protective provisions of Section 7.01 and 7.02 and the indemnity provisions of
Section 7.07 with respect to any selection, determination or act made or taken
by the Trustee pursuant to this Section 3.02 in connection with a redemption
offer. Any selection, determination, or act made by the Trustee in connection
with a redemption shall be conclusive, and the Trustee shall be entitled to the
benefits of Section 7.02 and Section 7.07 with respect thereto.

SECTION 3.03.     Notice of Redemption.

                  At least 30 days but not more than 60 days before a Redemption
Date, Holdings shall mail a notice of redemption by first-class mail to each
Holder whose Securities are to be redeemed at such Holder's registered address.

                  Each notice of redemption shall identify the Securities to be
redeemed (including the CUSIP number thereon) and shall state:

                  (1) the Redemption Date;

                  (2) the redemption price;

                  (3) the name and address of the Paying Agent to which the
         Securities are to be surrendered for redemption;

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

                  (5) that, as long as Holdings has deposited with the Paying
         Agent funds in satisfaction of the applicable redemption price pursuant
         to this Indenture, interest on Securities called for redemption ceases
         to accrue on and after the Redemption Date and the only remaining right
         of the Holders is to receive payment of the redemption price upon
         surrender to the Paying Agent;


<PAGE>
                                      -30-


                  (6) in the case of any redemption pursuant to paragraph 5 of
         the Securities, if any Security is being redeemed in part, the portion
         of the principal amount of such Security to be redeemed and that, after
         the Redemption Date, upon surrender of such Security, a new Security or
         Securities in principal amount equal to the unredeemed portion thereof
         will be issued; and

                  (7) that no representation is made as to the accuracy of the
         CUSIP number (or numbers) listed in such notice or printed on such
         Security.

                  At Holdings' written request, the Trustee shall give the
notice of redemption on behalf of Holdings, in Holdings' name and at Holdings
expense.

SECTION 3.04.     Effect of Notice of Redemption.

                  Once a notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the redemption
price. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price, plus accrued interest thereon, if any, to the Redemption Date.

SECTION 3.05.     Deposit of Redemption Price.

                  At least one Business Day before the Redemption Date, Holdings
shall deposit with the Paying Agent (or if Holdings is its own Paying Agent, it
shall, on or before the Redemption Date, segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest, if any, on all
Securities to be redeemed on that date other than Securities or portions thereof
called for redemption on that date which have been delivered by Holdings to the
Trustee for cancellation.

                  If any Security surrendered for redemption in the manner
provided in the Securities shall not be so paid on the Redemption Date due to
the failure of Holdings to deposit with the Paying Agent money sufficient to pay
the redemption price thereof, the principal and accrued and unpaid interest, if
any, thereon shall, until paid or duly provided for, bear interest as provided
in Sections 2.12 and 4.01 with respect to any payment default.

SECTION 3.06.     Securities Redeemed in Part.

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

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.     Payment of Securities.

                  Holdings shall pay the principal of and interest on the
Securities in the manner provided in this Indenture and the Securities. An
installment of principal or cash interest shall be considered paid on the date
due if the Trustee or Paying Agent (other than Holdings or any Affiliates of
Holdings) holds on that date money designated for and sufficient to pay the
installment in full and is not prohibited from paying such money to the Holders
of the Securities pursuant to the terms of this Indenture.
<PAGE>
                                      -31-


                  Holdings shall pay cash interest on overdue principal at the
same rate per annum borne by the Securities. Holdings shall pay cash interest on
overdue installments of interest at the same rate per annum borne by the
Securities, to the extent lawful, as provided in Section 2.12.

SECTION 4.02.     Maintenance of Office or Agency.

                  Holdings shall give prompt written notice to the Trustee of
the location, and any change in the location, of any office or agency required
by Section 2.03. If at any time Holdings shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Article 10. Holdings hereby
initially designates the Trustee at its address set forth in Section 10.02 as
its office for such purposes.

SECTION 4.03. Limitation on Incurrence of Additional Indebtedness and Issuance
of Disqualified Capital Stock.

                  Holdings shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively "incur") any Indebtedness (other than Permitted
Indebtedness) and Holdings will not issue any Disqualified Stock and will not
permit its Restricted Subsidiaries to issue any Preferred Stock except Preferred
Stock of a Restricted Subsidiary issued to (and as long as it is held by)
Holdings or a Wholly Owned Restricted Subsidiary of Holdings; provided, however,
that if no Default or Event of Default shall have occurred and be continuing at
the time of or as a consequence of the issuance of any such Indebtedness,
Holdings may incur Indebtedness (including, without limitation, Acquired
Indebtedness) and Holdings may issue Disqualified Capital Stock of Holdings, if,
in either case, at the time of and immediately after giving pro forma effect to
such incurrence of such Indebtedness or the issuance of such Disqualified
Capital Stock, as the case may be, and the use of proceeds therefrom, Holdings'
Consolidated Fixed Charge Coverage Ratio is greater than 2.0 to 1.0.

                  Holdings shall not incur any Indebtedness that purports to be
by its terms (or by the terms of any agreement governing such Indebtedness)
subordinated to any other Indebtedness of Holdings unless such Indebtedness is
also by its terms (or by the terms of any agreement governing such Indebtedness)
made expressly subordinated to the Securities to the same extent and in the same
manner as such Indebtedness is subordinated to such other Indebtedness.

                  For purposes of determining compliance with this Section 4.03,
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described in the various clauses of the definition of
Permitted Indebtedness, Holdings, in its sole discretion, shall classify such
item of Indebtedness and shall only be required to include the amount and type
of such Indebtedness in one of such clauses.


<PAGE>
                                      -32-


SECTION 4.04.     Limitation on Restricted Payments.

                  Holdings shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, (a) declare or pay any
dividend or make any distribution (other than dividends or distributions payable
in Qualified Capital Stock of Holdings) on or in respect of shares of Holdings'
Capital Stock, (b) redeem any Capital Stock of Holdings or any warrants, rights
or options to purchase or acquire shares of any class of such Capital Stock, or
(c) make any Investment (other than Permitted Investments) (each of the
foregoing actions set forth in clauses (a), (b), and (c) being referred to as a
"Restricted Payment", if at the time of such Restricted Payment or immediately
after giving effect thereto, (i) a Default shall have occurred and be continuing
or (ii) Holdings is not able to incur at least $1.00 of additional Indebtedness
(other than Permitted Indebtedness) in compliance with Section 4.03 or (iii) the
aggregate amount of Restricted Payments (including such proposed Restricted
Payment) made subsequent to the Original Issue Date (the amount expended for
such purposes, if other than in cash, being the fair market value of such
property as determined reasonably and in good faith by the Board of Directors of
Holdings) shall exceed the sum (the "Basket"), without duplication, of: (v) 50%
of the cumulative Consolidated Net Income (or if cumulative Consolidated Net
Income shall be a loss, minus 100% of such loss) of Holdings earned subsequent
to the Original Issue Date and on or prior to the date the Restricted Payment
occurs (the "Reference Date") (treating such period as a single accounting
period); plus (w) 100% of the aggregate net cash proceeds received by Holdings
from any Person (other than a Restricted Subsidiary of Holdings) from the
issuance and sale subsequent to the Original Issue Date and on or prior to the
Reference Date of Qualified Capital Stock of Holdings (other than Qualified
Capital Stock, the proceeds of which are to be used to redeem Company Notes
pursuant to the provisions described in paragraph 5(b) of the Company Notes);
plus (x) 100% of the net cash proceeds received by Holdings from any Person
(other than a Restricted Subsidiary of Holdings) from the issuance subsequent to
the Original Issue Date of Indebtedness convertible or exchangeable into
Qualified Capital Stock of Holdings that has actually been so converted or
exchanged, together with the aggregate net cash proceeds received by Holdings
(other than from a Restricted Subsidiary of Holdings) at the time of such
conversion or exchange; plus (y) without duplication of any amounts included in
clause (iii) (x) above, 100% of the aggregate net cash proceeds of any equity
contribution received by Holdings from a holder of Capital Stock; plus (z) the
amount equal to the net reduction in Investments (other than Permitted
Investments) made by Holdings or any of its Restricted Subsidiaries in any
Person resulting from, and without duplication, (i) repurchases or redemptions
of such Investments by such Person, proceeds realized upon the sale of such
Investment to an unaffiliated purchaser and repayments of loans or advances or
other transfers of assets by such Person to Holdings or any Restricted
Subsidiary of Holdings or (ii) the redesignation of Unrestricted Subsidiaries as
Restricted Subsidiaries (valued in each case as provided in the definition of
"Investment") not to exceed, in the case of any Restricted Subsidiary, the
amount of Investments previously made by Holdings or any Restricted Subsidiary
in such Unrestricted Subsidiary, which amount was included in the calculation of
Restricted Payments; provided, however, that no amount shall be included under
this clause (z) to the extent it is already included in Consolidated Net Income.
<PAGE>
                                      -33-


                  Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit: (1) the payment of any dividend
within 60 days after the date of declaration of such dividend if the dividend
would have been permitted on the date of declaration; (2) if no Default shall
have occurred and be continuing, (i) the acquisition of any shares of Capital
Stock of Holdings solely in exchange for shares of Qualified Capital Stock of
Holdings or (ii) the making of any Restricted Payment from the net proceeds of a
substantially concurrent sale for cash (other than to a Subsidiary of Holdings)
of shares of Qualified Capital Stock of Holdings; (3) so long as no Default
shall have occurred and be continuing, repurchases by Holdings of Common Stock
of Holdings from employees of Holdings or any of its Subsidiaries or their
authorized representatives (other than Permitted Holders) upon the death,
disability or termination of employment of such employees, in an aggregate
amount not to exceed 5% of the cumulative Consolidated Net Income of the Company
earned subsequent to the Original Issue Date and on or prior to the date such
repurchase occurs; and (4) any repurchase of equity interests deemed to occur
upon the exercise of stock options if such equity interest represents a portion
of the exercise price of such option. In determining the aggregate amount of
Restricted Payments made subsequent to the Original Issue Date in accordance
with clause (iii) of the immediately preceding paragraph, amounts expended
pursuant to clauses (1), (2) (ii), (3) and (4) shall be included in such
calculation and amounts expended pursuant to clause (2) (i) shall not be
included in such calculation.

                  The amount of any non-cash Restricted Payment shall be the
fair market value, on the date such Restricted Payment is made, of the assets or
securities proposed to be transferred or issued by Holdings or such Restricted
Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined by the Board
of Directors of Holdings whose resolution with respect thereto shall be
delivered to the Trustee, such determination to be based upon an opinion or
appraisal issued by an accounting, appraisal or investment banking firm of
national standing if such fair market value exceeds $1.5 million. Not later than
60 days after the end of any fiscal quarter (100 days in the case of the last
fiscal quarter of the fiscal year) during which any Restricted Payment is made,
Holdings shall deliver to the Trustee an Officers' Certificate stating that all
Restricted Payments made during such fiscal quarter were permitted and setting
forth the basis upon which the calculations required by this Section 4.04 were
computed, together with a copy of any opinion or appraisal required by this
Indenture.

SECTION 4.05.     Limitation on Asset Sales.

                  Holdings shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) Holdings or the applicable
Restricted Subsidiary, as the case may be, receives consideration at the time of
such Asset Sale at least equal to the fair market value of the assets sold or
otherwise disposed of (as determined in good faith by the Board of Directors of
Holdings or such Restricted Subsidiary), (ii) at least 80% of the consideration
received by Holdings or the Restricted Subsidiary, as the case may be, from such
Asset Sale shall be in the form of (x) cash or Cash Equivalents, (y) Replacement
Assets or (z) any combination of the foregoing and is received at the time of
such disposition; and (iii) upon the consummation of an Asset Sale, Holdings
shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
relating to such Asset Sale within 270 days of receipt thereof either (A) to
prepay any Indebtedness incurred pursuant to clause (ii) or clause (xii) of the

<PAGE>
                                      -34-


definition of "Permitted Indebtedness" (other than subordinated Indebtedness) or
any Indebtedness for borrowed money of any Restricted Subsidiary and effect a
permanent reduction thereunder, (B) to make an investment in Replacement Assets
or (C) a combination of prepayment and investment permitted by the foregoing
clauses (iii) (A) and (iii) (B). On the 271st day after an Asset Sale or such
earlier date, if any, as the Board of Directors of Holdings or of such
Restricted Subsidiary determines, as the case may be, not to apply the Net Cash
Proceeds relating to such Asset Sale as set forth in clauses (iii) (A), (iii)
(B) and (iii) (C) of the next preceding sentence (each, a "Net Proceeds Offer
Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been
applied on or before such Net Proceeds Offer Trigger Date as permitted in
clauses (iii) (A), (iii) (B) and (iii) (C) of the next preceding sentence (each
a "Net Proceeds Offer Amount") shall be applied by Holdings or such Restricted
Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date
(the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days
following the applicable Net Proceeds Offer Trigger Date, from all holders of
Securities and Pari Passu Indebtedness (to the extent required by the terms of
such Pari Passu Indebtedness) on a pro rata basis based on the aggregate
outstanding amount of Securities and Pari Passu Indebtedness, that amount of
Securities and Pari Passu Indebtedness in the aggregate equal to the Net
Proceeds Offer Amount at a price equal to, with respect to the Securities, 100%
of the principal amount thereof (including the accreted amount, in the case of
the Amended Securities), plus accrued and unpaid interest thereon, if any, to
the date of purchase, and with respect to any Pari Passu Indebtedness, an amount
not greater than 100% of the principal amount of such Pari Passu Indebtedness
(which includes any accreted amount, thereof); provided, however, that if at any
time any non-cash consideration received by Holdings or any Restricted
Subsidiary, as the case may be, in connection with any Asset Sale is converted
into or sold or otherwise disposed of for cash (other than interest received
with respect to any such non-cash consideration), then such conversion or
disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this covenant.
Holdings may defer the Net Proceeds Offer until there is an aggregate unutilized
Net Proceeds Offer Amount equal to or in excess of $5,000,000 resulting from one
or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer
Amount, and not just the amount in excess of $5,000.000, shall be applied as
required pursuant to this paragraph). Pending the final application of such Net
Cash Proceeds, Holdings may temporarily cause the Company to cause the
Guarantors to reduce Indebtedness under the Revolving Credit Facility or invest
such Net Cash Proceeds in Cash Equivalents.

                  For purposes of clause (ii) (x) of the immediately preceding
paragraph, the term "cash" shall include the amount of any Indebtedness for
borrowed money or any Capitalized Lease Obligations (A) that is assumed by the
transferee of any assets or property which constitutes the Asset Sale or (B)
with respect to the sale or disposition of all of the Capital Stock of a
Restricted Subsidiary, that remains the liability of such Restricted Subsidiary
subsequent to such sale or other disposition, in each case, provided that there
is no further recourse to Holdings or any of its Restricted Subsidiaries with
respect to such Indebtedness.

                  In the event of the transfer of substantially all (but not
all) of the property and assets of Holdings and its Restricted Subsidiaries as
an entirety to a Person in a transaction permitted under Article Five, the
successor corporation shall be deemed to have sold the properties and assets of
Holdings and its Restricted Subsidiaries not so transferred for purposes of this
covenant, and shall comply with the provisions of this covenant with respect to
such deemed sale as if it were an Asset Sale. In addition, the fair market value
of such properties and assets of Holdings or its Restricted Subsidiaries deemed
to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section
4.05.

<PAGE>
                                      -35-


                  Each Net Proceeds Offer shall be mailed to the record Holders
of Securities as shown on the register of Holders within 25 days following the
Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply
with the procedures set forth in this Indenture. Upon receiving notice of the
Net Proceeds Offer, Holders of Securities may elect to tender their Securities
in whole or in part in integral multiples of $0.01 in exchange for cash. To the
extent Holders properly tender Securities in an amount exceeding the Net
Proceeds Offer Amount, Securities of tendering Holders will be purchased on a
pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain
open for a period of 20 business days or such longer period as may be required
by applicable law.

                  Holdings 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
repurchase of Securities pursuant to a Net Proceeds Offer. To the extent that
the provisions of any securities laws or regulations conflict with this Section
4.05, Holdings shall comply with the applicable securities laws and regulations
and shall not be deemed to have breached or violated any of its obligations
under this Section 4.05 by virtue thereof.

SECTION 4.06. Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries.

                  Holdings shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions on or in respect of its Capital Stock; (b) make loans or advances
or to pay any Indebtedness or other obligation owed to Holdings or any other
Restricted Subsidiary; or (c) transfer any of its property or assets to Holdings
or any other Restricted Subsidiary, except for such encumbrances or restrictions
existing under or by reason of: (1) applicable law; (2) the Indentures; (3)
customary non-assignment provisions of any contract or any lease governing a
leasehold interest of any Restricted Subsidiary; (4) any instrument governing
Acquired Indebtedness, which encumbrance or restriction is not applicable to any
Person, or the properties or assets of any Person, other than the Person or the
properties or assets of the Person so acquired; (5) agreements existing on the
Original Issue Date, including, without limitation, the Credit Agreement, to the
extent and in the manner such agreements are in effect on the Original Issue
Date; (6) an agreement governing Indebtedness incurred to Refinance the
Indebtedness issued, assumed or incurred pursuant to an agreement referred to in
clause (2), (4) or (5) above; provided, however, that the provisions relating to
such encumbrance or restriction contained in any such Indebtedness are no less
favorable, taken as a whole, to Holdings in any material respect as determined
by the Board of Directors of Holdings in their reasonable and good faith
judgment than the provisions relating to such encumbrance or restriction
contained in agreements referred to in such clause (2), (4), (5) or (7)
restrictions imposed by any agreement to sell, or otherwise dispose of, assets
pending the closing of such sale.


<PAGE>
                                      -36-


SECTION 4.07.     Limitation on Liens.

                  Holdings shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of Holdings or any of its Restricted Subsidiaries whether owned on the
Original Issue Date or acquired after the Original Issue Date, or any proceeds
therefrom, or assign or otherwise convey any right to receive income or profits
therefrom unless (i) in the case of Liens securing Indebtedness that is
expressly subordinate or junior in right of payment to the Securities, the
Securities are secured by a Lien on such property, assets or proceeds that is
senior in priority to such Liens and (ii) in all other cases, the Securities are
equally and ratably secured, except for (1) Liens existing as of the Original
Issue Date to the extent and in the manner such Liens are in effect on the
Original Issue Date; (2) Indebtedness incurred pursuant to clause (ii) of the
definition of "Permitted Indebtedness"; (3) Liens securing the Securities, the
Senior Notes and the Guarantees; (4) Liens of Holdings or a Wholly Owned
Restricted Subsidiary on assets of any Restricted Subsidiary; (5) Liens securing
Refinancing Indebtedness which is incurred to Refinance any Indebtedness which
has been secured by a Lien permitted under this Indenture and which has been
incurred in accordance with the provisions of this Indenture; provided, however,
that such Liens (x) are no less favorable, taken as a whole, 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 (y) do not extend to
or cover any property or assets of Holdings or any of its Restricted
Subsidiaries not securing the Indebtedness so Refinanced; and (6) Permitted
Liens.

SECTION 4.08.     Limitations on Transactions with Affiliates.

                  (a) Holdings shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each an "Affiliate Transaction"), other than (x) Affiliate Transactions
permitted under paragraph (b) below and (y) Affiliate Transactions on terms that
are no less favorable, taken as a whole, than those that might reasonably have
been obtained in a comparable transaction at such time on an arm's length basis
from a Person that is not an Affiliate of Holdings or such Restricted
Subsidiary. All Affiliate Transactions (and each series of related Affiliate
Transactions which are similar or part of a common plan) involving aggregate
payments or other property with a fair market value in excess of $500,000 shall
be approved by the Board of Directors of Holdings or such Restricted Subsidiary,
as the case may be, such approval to be evidenced by a Board Resolution stating
that such Board of Directors has determined that such transaction complies with
the foregoing provisions. If Holdings or any Restricted Subsidiary enters into
an Affiliate Transaction (or a series of related Affiliate Transactions related
to a common plan) that involves an aggregate fair market value of more than
$1,500,000, Holdings or such Restricted Subsidiary, as the case may be, shall,
prior to the consummation thereof, obtain a favorable opinion as to the fairness
of such transaction or series of related transactions to Holdings or the
relevant Restricted Subsidiary, as the case may be, from a financial point of
view, from an Independent Financial Advisor and file the same with the Trustee.

<PAGE>
                                      -37-


                  (b) The restrictions set forth in clause (a) shall not apply
to (i) reasonable fees and compensation paid to and indemnity provided on behalf
of, officers, directors, employees or consultants of Holdings or any Restricted
Subsidiary in the ordinary course as determined in good faith by the Board of
Directors of Holdings or such Restricted Subsidiary; (ii) transactions
exclusively between or among Holdings and any of its Wholly Owned Restricted
Subsidiaries or exclusively between or among such Wholly Owned Restricted
Subsidiaries, provided such transactions are not otherwise prohibited by the
Indentures; (iii) any written agreement as in effect as of the Original Issue
Date or any amendment thereto or any transaction contemplated thereby (including
pursuant to any amendment thereto so long as any such amendment is not more
disadvantageous to the Holders in any material respect than the agreement as in
effect on the Original Issue Date); (iv) loans or advances to employees of
Holdings or any Restricted Subsidiary (other than Permitted Holders) in the
ordinary course and in an aggregate amount not to exceed $250,000 at any one
time outstanding; (v) payments (A) to P&E Properties, Inc. or any of its
Affiliates in an aggregate amount not to exceed $600,000 in any fiscal year to
pay management fees and (B) to reimburse P&E Properties, Inc. or any of its
Affiliates for reasonable services and out-of-pocket and other costs and
expenses actually incurred in connection with such services; and (vi) payments
permitted by Section 4.04.


SECTION 4.09.     Subsidiaries.

                  (i) Holdings shall not have any Subsidiaries except Wholly
         Owned Restricted Subsidiaries and Unrestricted Subsidiaries.

SECTION 4.10.     Designation of Unrestricted Subsidiaries.

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

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

                  (ii) Holdings would be permitted to make an Investment (other
         than a Permitted Investment) at the time of such Designation (assuming
         the effectiveness of such Designation) pursuant to Section 4.04 in an
         amount (the "Designation Amount") equal to the fair market value of
         Holdings' proportionate interest in the net worth of such Subsidiary on
         such date calculated in accordance with GAAP.

                  Neither Holdings nor any Restricted Subsidiary shall at any
time (x) provide credit support for or guarantee any Indebtedness of any
Unrestricted Subsidiary (including any undertaking, agreement or instrument
evidencing such Indebtedness); provided, that Holdings may pledge equity
interests or Indebtedness of any Unrestricted Subsidiary on a nonrecourse basis
such that the pledgee has no claim whatsoever against Holdings other than to
obtain such pledged property, (y) be directly or indirectly liable for any
Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly

<PAGE>
                                      -38-


liable for any Indebtedness which provides that the holder thereof may (upon
notice, lapse of time or both) declare a default thereon or cause the payment
thereof to be accelerated or payable prior to its final scheduled maturity upon
the occurrence of a default with respect to any Indebtedness of any Unrestricted
Subsidiary, except for any nonrecourse guarantee given solely to support the
pledge by Holdings of the Capital Stock of any Unrestricted Subsidiary. For
purposes of the foregoing, the Designation of a Subsidiary of Holdings as an
Unrestricted Subsidiary shall be deemed to include the Designation of all of the
Subsidiaries of such Subsidiary.

                  Any such Designation by Holdings shall be evidenced to the
Trustee by promptly filing with the Trustee a copy of a Board Resolution of
Holdings giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

SECTION 4.11.     Conduct of Business.

                  Holdings and its Restricted Subsidiaries shall not engage in
any businesses other than Permitted Businesses.

SECTION 4.12.     Reports to Holders.

                  Holdings shall deliver to the Trustee within 15 days after the
filing of the same with the Commission, copies of the quarterly and annual
reports and of the information, documents and other reports, if any, which
Holdings is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act. Notwithstanding that Holdings may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, Holdings
shall file with the Commission, to the extent permitted, and provide the Trustee
and Holders with such annual reports and such information, documents and other
reports specified in Sections 13 and 15(d) of the Exchange Act. For so long as
any Securities remain outstanding, Holdings shall furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d) (4) under the
Securities Act, and, to any beneficial holder of Securities, if not obtainable
from the SEC, information of the type that would be filed with the SEC pursuant
to the foregoing provisions, upon the request of any such holder. The first such
report that Holdings shall be required to deliver shall be for the period ending
June 30, 1998.

SECTION 4.13.     Payments for Consents.

                  Neither Holdings nor any of its Subsidiaries shall, directly
or indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Securities for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Securities unless such consideration is offered to be
paid or is paid to all Holders of the Securities that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.

SECTION 4.14.     Limitation on Investment Company Status.

                  Holdings and its Subsidiaries shall not take any action, or
otherwise permit to exist any circumstance, that would require Holdings to
register as an "investment company" under the Investment Company Act of 1940, as
amended.


<PAGE>
                                      -39-


SECTION 4.15.     Notice of Defaults.

                  (a) In the event that any Indebtedness of Holdings or any of
its Subsidiaries is declared due and payable before its maturity because of the
occurrence of any Default (or any event which, with notice or lapse of time, or
both, would constitute such a Default) under such Indebtedness, Holdings shall
promptly give written notice to the Trustee of such declaration, the status of
such Default or event and what action Holdings is taking or proposes to take
with respect thereto.

                  (b) Upon becoming aware of the occurrence and continuation of
any Default or Event of Default, Holdings shall promptly deliver an Officers
Certificate to the Trustee specifying the Default or Event of Default.

SECTION 4.16.     Change of Control.

                  (a) Upon the occurrence of a Change of Control, each Holder of
Securities shall have the right to require that Holdings purchase all or a
portion of such Holder's Securities pursuant to the offer described below (the
"Change of Control Offer"), at a purchase price equal to 101% of the principal
amount at maturity (including the accreted amount, in the case of the Amended
Securities) plus accrued and unpaid interest, if any, to the date of purchase.

                  (b) Prior to the mailing of the notice referred to below, but
in any event within 30 days following the date on which Holdings becomes aware
that a Change of Control has occurred (the "Change of Control Date"), Holdings
covenants that if the purchase of the Securities would violate or constitute a
default under any other Indebtedness of Holdings, then Holdings shall, to the
extent needed to permit such purchase of Securities, either (i) repay all such
Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain
the requisite consents, if any, under any such Indebtedness to permit the
purchase of the Securities as provided below. Holdings shall first comply with
the covenant in the preceding sentence before it will be required to make the
Change of Control Offer or purchase the Securities pursuant to the provisions
described below.

                  (c) Within 30 days following the date on which a Change of
Control has occurred, Holdings shall send, by first class mail, a notice to each
Holder of Securities, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. The notice to the Holders of Securities
shall contain all instructions and materials necessary to enable such Holders to
tender Securities pursuant to the Change of Control Offer. Such notice shall
state:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.16 and that all Securities validly tendered and not
         withdrawn will be accepted for payment;

                  (2) the purchase price (including the amount of accrued
         interest, if any), and the purchase date (which shall be a Business Day
         no earlier than 30 days nor later than 60 days from the date such
         notice is mailed, other than as may be required by law) (the "Change of
         Control Payment Date");


<PAGE>
                                      -40-


                  (3) that any Security not tendered will continue to accrue
         interest;

                  (4) that, unless Holdings defaults in making payment therefor,
         any Security accepted for payment pursuant to the Change of Control
         Offer shall cease to accrue interest after the Change of Control
         Payment Date;

                  (5) that Holders electing to have a Security purchased
         pursuant to a Change of Control Offer will be required to surrender the
         Security, with the form entitled "Option of Holder to Elect Purchase"
         on the reverse of the Security completed, to the Paying Agent for the
         Securities at the address specified in the notice prior to the close of
         business on the third Business Day prior to the Change of Control
         Payment Date;

                  (6) that Holders shall be entitled to withdraw their election
         if the Paying Agent receives, not later than three Business Days prior
         to the Change of Control Payment Date, a telegram, telex, facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of the Securities the Holder delivered for purchase
         and a statement that such Holder is withdrawing his election to have
         such Security purchased;

                  (7) that Holders whose Securities are purchased only in part
         shall be issued new Securities in a principal amount equal to the
         unpurchased portion of the Securities surrendered; provided, however,
         that each Security purchased and each new Security issued shall be in a
         principal amount of $1,000 or integral multiples thereof; and

                  (8) the circumstances and relevant facts regarding such Change
         of Control.

                  (d) On or before the Change of Control Payment Date, Holdings
         shall (i) accept for payment Securities or portions thereof validly
         tendered pursuant to the Change of Control Offer, (ii) deposit with the
         Paying Agent in accordance with Section 2.14 cash in U.S. dollars or
         United States Government Obligations sufficient to pay the purchase
         price plus accrued and unpaid interest, if any, of all Securities so
         tendered and (iii) deliver to the Trustee Securities so accepted
         together with an Officers' Certificate stating the Securities or
         portions thereof being purchased by Holdings. Upon receipt by the
         Paying Agent of the monies specified in clause (ii) above and a copy of
         the Officers' Certificate specified in clause (iii) above, the Paying
         Agent shall promptly mail to the Holders of Securities so accepted
         payment in an amount equal to the purchase price plus accrued and
         unpaid interest, if any, out of the funds deposited with the Paying
         Agent in accordance with the immediately preceding sentence. The
         Trustee shall promptly authenticate and mail to such Holders new
         Securities equal in principal amount to any unpurchased portion of the
         Securities surrendered. Upon the payment of the purchase price for the
         Securities accepted for purchase, the Trustee shall return the
         Securities purchased to Holdings for cancellation. Any monies remaining
         after the purchase of Securities pursuant to a Change of Control Offer
         shall be returned within three Business Days by the Trustee to Holdings
         except with respect to monies owed as obligations to the Trustee
         pursuant to Article Eight. For purposes of this Section 4.16, the
         Trustee shall, except with respect to monies owed as obligations to the
         Trustee pursuant to Article Seven, act as the Paying Agent.


<PAGE>
                                      -41-


                  (e) Holdings 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 the Securities pursuant to a Change of
         Control Offer. To the extent that the provisions of any securities laws
         or regulations conflict with the provisions of this Indenture relating
         to a Change of Control Offer, Holdings shall comply with the applicable
         securities laws and regulations and shall not be deemed to have
         breached its obligations relating to such Change of Control Offer by
         virtue thereof.

SECTION 4.17.     Compliance Certificate.

                  Holdings shall deliver to the Trustee within 120 days after
the close of each fiscal year a certificate signed by the principal executive
officer, principal financial officer or principal accounting officer stating
that a review of the activities of Holdings has been made under the supervision
of the signing officer with a view to determining whether a Default or Event of
Default has occurred and whether or not the signers know of any Default or Event
of Default by Holdings that occurred during such fiscal year. If they do know of
such a Default or Event of Default, their status and the action Holdings is
taking or proposes to take with respect thereto. The first certificate to be
delivered by Holdings pursuant to this Section 4.17 shall be for the fiscal year
ending March 31, 1999.

SECTION 4.18.     Existence.

                  Subject to Article Five, Holdings shall do or shall cause to
be done all things necessary to preserve and keep in full force and effect its
existence and the corporate, partnership or other existence of each Subsidiary
in accordance with the respective organizational documents of each such
Subsidiary and the rights (charter and statutory) and material franchises of
Holdings and the Subsidiaries; provided, however, that Holdings shall not be
required to preserve any such right or franchise, or the corporate or other
existence of any Subsidiary, if the Board of Directors of Holdings shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of Holdings and the Subsidiaries, taken as a whole; provided,
further, however, that a determination of the Board of Directors of Holdings
shall not be required in the event of a merger of one or more Restricted
Subsidiaries of Holdings with or into another Restricted Subsidiary of Holdings
or another Person, if the surviving Person is a Restricted Subsidiary of
Holdings organized under the laws of the United States or a State thereof or of
the District of Columbia. This Section 4.18 shall not prohibit Holdings from
taking any other action otherwise permitted by, and made in accordance with, the
provisions of this Indenture.

SECTION 4.19.     Maintenance of Properties and Insurance.

                  (a) Holdings shall, and shall cause each of its Restricted
Subsidiaries to, maintain its material properties in normal condition (subject
to ordinary wear and tear) and make all reasonably necessary repairs, renewals
or replacements thereto as in the judgment of Holdings may be reasonably
necessary to the conduct of the business of Holdings and its Restricted
Subsidiaries; provided, however, that nothing in this Section 4.19 shall prevent
Holdings or any of its Restricted Subsidiaries from discontinuing the operation
and maintenance of any of its properties, if such properties are, in the
reasonable and good faith judgment of the Board of Directors of Holdings or the
Restricted Subsidiary, as the case may be, no longer reasonably necessary in the
conduct of their respective businesses.


<PAGE>
                                      -42-


                  (b) Holdings shall provide or cause to be provided, for itself
and each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the reasonable,
good faith opinion of Holdings, are reasonably adequate and appropriate for the
conduct of the business of Holdings and such Restricted Subsidiaries.

SECTION 4.20.     Payment of Taxes and Other Claims.

                  Holdings shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges (including withholding taxes and any
penalties. interest and additions to taxes) levied or imposed upon it or any of
its Restricted Subsidiaries or properties of it or any of its Restricted
Subsidiaries and (ii) all material lawful claims for labor, materials. supplies
and services that, if unpaid, might by law become a Lien upon the property of it
or any of its Restricted Subsidiaries; provided, however, that there shall not
be required to be paid or discharged any such tax, assessment, charge or claim,
the amount, applicability or validity of which is being contested in good faith
by appropriate proceedings and for which adequate provision has been made or
where the failure to effect such payment or discharge is not adverse in any
material respect to the financial condition of Holdings and its Restricted
Subsidiaries, taken as a whole.

SECTION 4.21.     Waiver of Stay, Extension or Usury Laws.

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



                                  ARTICLE FIVE

                         MERGERS; SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Assets.

(a) Holdings shall not, in a single transaction or series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of Holdings' assets (determined on a
consolidated basis for Holdings and Holdings' Restricted Subsidiaries) whether
as an entirety or substantially as an entirety to any Person unless: (i) either
(1) Holdings shall be the surviving or continuing corporation or (2) the Person
(if other than Holdings) formed by such consolidation or into which Holdings is
merged or the Person which acquires by sale, assignment, transfer, lease.

<PAGE>
                                      -43-


conveyance or other disposition the properties and assets of Holdings and of
Holdings' Restricted Subsidiaries substantially as an entirety (the "Surviving
Entity") (x) shall be a corporation organized and validly existing under the
laws of the United States or any state thereof or the District of Columbia and
(y) shall expressly assume, by supplemental indenture (in form and substance
reasonably satisfactory to the Trustee), executed and delivered to the Trustee,
the due and punctual payment of the principal of, and premium, if any, and
interest on all of the Securities and the performance of every covenant of the
Securities and this Indenture on the part of Holdings to be performed or
observed; (ii) immediately after giving effect to such transaction and the
assumption contemplated by clause (i) (2) (y) above (including giving effect to
any Indebtedness and Acquired Indebtedness incurred or anticipated to be
incurred in connection with or in respect of such transaction), Holdings or such
Surviving Entity, as the case may be, shall be able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
4.03; (iii) immediately before and immediately after giving effect to such
transaction and the assumption contemplated by clause (i) (2) (y) above
(including, without limitation, giving effect to any Indebtedness and Acquired
Indebtedness incurred or anticipated to be incurred and any Lien granted in
connection with or in respect of the transaction), no Default or Event of
Default shall have occurred or be continuing; and (iv) Holdings or the Surviving
Entity shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, sale,
assignment, transfer, lease, conveyance or other disposition and, if a
supplemental indenture is required in connection with such transaction, such
supplemental indenture, comply with the applicable provisions of this Indenture
and that all conditions precedent in this Indenture relating to such transaction
have been satisfied.

                  (b) For purposes of the foregoing subsection (a), the transfer
(by lease, assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of Holdings the Capital Stock of which constitutes
all or substantially all of the properties and assets of Holdings, shall be
deemed to be the transfer of all or substantially all of the properties and
assets of Holdings.

SECTION 5.02.     Successor Corporation Substituted.

                  In the event of any transaction (other than a lease) described
in and complying with the conditions listed in Section 5.01 in which Holdings is
not the surviving person and the surviving person is to assume all the
Obligations of Holdings under the Securities and this Indenture pursuant to a
supplemental indenture, such surviving person shall succeed to, and be
substituted for, and may exercise every right and power of Holdings, and
Holdings shall be discharged from its Obligations under this Indenture, the
Securities.


<PAGE>
                                      -44-


                                  ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01.     Events of Default.

Each of the following shall be an "Event of Default" for purposes of this
Indenture:

                  (a) the failure to pay interest on any Securities when the
same becomes due and payable and the default continues for a period of 30 days;

                  (b) the failure to pay the principal on any Securities, when
such principal becomes due and payable, at maturity, upon redemption or
otherwise (including the failure to make a payment to purchase Securities
tendered pursuant to Section 4.05 or 4.16);

                  (c) a default in the observance or performance of any other
covenant or agreement contained in this Indenture which default continues for a
period of 30 days after Holdings receives written notice specifying the default
(and demanding that such default be remedied) from the Trustee or the Holders of
at least 25% of the outstanding principal amount of the Securities (except in
the case of a default with respect to Article Five, which will constitute an
Event of Default with such notice requirement but without such passage of time
requirement);

                  (d) a default or defaults under the terms of one or more
instruments evidencing or securing Indebtedness of Holdings or its Restricted
Subsidiaries having an outstanding principal amount of $2,000,000 or more
individually or in the aggregate that has resulted in the acceleration of the
payment of such Indebtedness or failure by Holdings or such Restricted
Subsidiary to pay principal when due at the stated maturity of any such
Indebtedness and such default or defaults shall have continued after any
applicable grace period and shall not have been cured or waived;

                  (e) one or more judgments in an aggregate amount in excess of
$2,000,000 shall have been rendered against Holdings or any of its Restricted
Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a
period of 60 days after such judgment or judgments become final and
non-appealable;

                  (f) Holdings or any of its Restricted Subsidiaries pursuant to
or within the meaning of any Bankruptcy Law: (i) admits in writing its inability
to pay its debts generally as they become due; (ii) commences a voluntary case
or proceeding; (iii) consents to the entry of an order for relief against it in
an involuntary case or proceeding; (iv) consents or acquiesces in the
institution of a bankruptcy or insolvency proceeding against it; (v) consents to
the appointment of a Custodian of it or for all or substantially all of its
property; or (vi) makes a general assignment for the benefit of its creditors,
or any of them takes any action to authorize or effect any of the foregoing;


                  (g) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (i) is for relief against Holdings or any
of its Restricted Subsidiaries in an involuntary case or proceeding; (ii)
appoints a Custodian of Holdings or any such Restricted Subsidiary for all or
substantially all of its property; or (iii) orders the liquidation of Holdings
or any of its Restricted Subsidiaries; and in each case the order or decree
remains unstayed and in effect for 60 days; provided, however, that if the entry
of such order or decree is appealed and dismissed on appeal, then the Event of
Default hereunder by reason of the entry of such order or decree shall be deemed
to have been cured; or


<PAGE>
                                      -45-


                  (h) any Permitted Holder, Subsidiary of Holdings, officer or
director of Holdings or any of its Subsidiaries, family member of the any of the
foregoing or any Affiliate of any of the foregoing shall at any time hold any
direct or indirect interest in the Original Securities, economic, beneficial or
otherwise, including, without limitation, any participation in the Original
Securities.

SECTION 6.02.     Acceleration.

                  If an Event of Default with respect to the Securities (other
than an Event of Default specified in clause (f) or (g) of Section 6.01 with
respect to Holdings or any of its Restricted Subsidiaries) shall occur and be
continuing (without regard to whether such Event of Default arises under the
Original Securities, the Amended Securities or both), the Trustee may, or the
Trustee upon the request of Holders of at least 25% in principal amount of the
outstanding Securities shall, or the Holders of at least 25% in aggregate
principal amount of the outstanding Securities may declare the principal of all
the Securities, together with all accrued and unpaid interest and premium, if
any, to be due and payable by notice in writing to Holdings and the Trustee
specifying the respective Event of Default and that it is a "notice of
acceleration" (the "Acceleration Notice"), and the same shall become immediately
due and payable (unless all Events of Default specified in such Acceleration
Notice have been cured or waived).

                  If an Event of Default specified in clause (f) or (g) of
Section 6.01 with respect to Holdings or any of its Restricted Subsidiaries
occurs and is continuing, then all unpaid principal of, and premium, if any, and
accrued and unpaid interest on all of the outstanding Securities shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

                  At any time after a declaration of acceleration with respect
to the Securities as described in this Section 6.02, the Holders of a majority
in principal amount of the Securities may rescind and cancel such declaration
and its consequences (i) if the rescission would not conflict with any
outstanding judgment or judicial decree, (ii) if all existing Events of Default
have been cured or waived except nonpayment of principal or accrued and unpaid
interest that has become due solely because of the acceleration, (iii) to the
extent the payment of such interest is lawful, interest on overdue installments
of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid, (iv) if Holdings has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and (v) in the event of the cure or waiver of an
Event of Default of the type described in clause (f) or (g) of Section 6.01, the
Trustee shall have received an Officers' Certificate and an Opinion of Counsel
that such Event of Default has been cured or waived. No such rescission shall
affect any subsequent Default or impair any right consequent thereto. The
Holders of a majority in principal amount of the Securities may waive any
existing Default or Event of Default under this Indenture, and its consequences,
except a Default in the payment of the principal of or accrued and unpaid
interest on any Securities.

SECTION 6.03.     Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.


<PAGE>
                                      -46-


                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy maturing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

SECTION 6.04.     Waiver of Past Default.

                  Subject to Sections 2.09, 6.07 and 9.02, prior to the
declaration of acceleration of the Securities, the Holders of not less than a
majority in aggregate principal amount of the outstanding Securities by written
notice to the Trustee may waive an existing Default or Event of Default and its
consequences, except a Default in the payment of principal of or interest on any
Security as specified in clauses (a) and (b) of Section 6.01 or a Default in
respect of any term or provision of this Indenture that may not be amended or
modified without the consent of each Holder affected as provided in Section
9.02. Holdings shall deliver to the Trustee an Officers' Certificate stating
that the requisite percentage of Holders have consented to such waiver and
attaching copies of such consents. In case of any such waiver, Holdings, the
Trustee and the Holders shall be restored to their former positions and rights
hereunder and under the Securities, respectively. This paragraph of this Section
6.04 shall be in lieu of ss. 316(a) (l) (B) of the TIA and such ss. 316(a) (1)
(B) of the TIA is hereby expressly excluded from this Indenture and the
Securities, as permitted by the TIA.

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred
for every purpose of this Indenture and the Securities, but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereon.

SECTION 6.05.     Control by Majority.

                  Subject to Section 2.09, the Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse
to follow any direction that conflicts with law, this Indenture that the Trustee
determines may be unduly prejudicial to the rights of another Holder, it being
understood that the Trustee shall have no duty (subject to Section 7.01) to
ascertain whether or not such actions or forebearances are unduly prejudicial to
such Holders, or that may involve the Trustee in personal liability; provided,
however, that the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction. In the event the Trustee takes
any action or follows any direction pursuant to this Indenture, the Trustee
shall be entitled to indemnification satisfactory to it in its sole discretion
against any loss or expense caused by taking such action or following such
direction. This Section 6.05 shall be in lieu of ss. 316(a) (l) (A) of the TIA,
and such ss. 316(a)(1)(A) of the TIA is hereby expressly excluded from this
Indenture and the Securities, as permitted by the TIA.


<PAGE>
                                      -47-


SECTION 6.06.     Limitation on Suits.

                  A Holder may not pursue any remedy with respect to this
Indenture or the Securities unless:

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

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

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

                  (iv) 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

                  (v) during such 60-day period the Holders of a majority in
         principal amount of the outstanding Securities do not give the Trustee
         a direction which, in the opinion of the Trustee, is inconsistent with
         the request.

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

SECTION 6.07.     Rights of Holders To Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder to receive payment of principal of or interest on a
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.     Collection Suit by Trustee.

                  If an Event of Default in payment of principal or interest
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against
Holdings or any other obligor on the Securities for the whole amount of
principal and accrued interest remaining unpaid, together with interest overdue
on principal and to the extent that payment of such interest is lawful, interest
on overdue installments of interest, in each case at the rate per annum borne by
the Securities and such further amount as shall be sufficient to cover
reasonable costs and expenses of collection which would be out-of-pocket,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and legal counsel.


<PAGE>
                                      -48-


SECTION 6.09.     Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and legal counsel) and the
Holders allowed in any judicial proceedings relative to Holdings (or any other
obligor upon the Securities), its creditors or its property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same, and any
Custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07. 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 Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding; provided, however, that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and may be
a member of the creditors' committee.


SECTION 6.10.     Priorities.

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

                  First:    to the Trustee for amounts due under Section 7.07;

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

                  Third:    to Holdings.

                  The Trustee, upon prior written notice to Holdings, may fix a
record date and payment date for any payment to the Holders pursuant to this
Section 6.10.

SECTION 6.11.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit other than the Trustee of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant.


<PAGE>
                                      -49-


                                 ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.     Duties of Trustee.

                  (a) If a Default has occurred and is continuing and is
actually known to the Trustee, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

                  (b) Except during the continuance of a Default:

                  (i) The Trustee agrees and undertakes to perform such duties
         and only such duties as are specifically set forth in this Indenture,
         and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

                  (ii) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions conforming to the requirements of this Indenture; provided,
         however, that in the case of any such certificates or opinions which by
         any provision hereof are specifically required to be furnished to the
         Trustee, the Trustee shall examine such certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture.

                  (a) The Trustee shall not be relieved from liability for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i) This paragraph does not limit the effect of paragraph (b)
         of this Section 7.01;

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

                  (iii) The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Sections 6.02, 6.04 and 6.05.

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


<PAGE>
                                      -50-


                  (e) Every provision of this Indenture that in any way relates
to the Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section
7.01.

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

SECTION 7.02.     Rights of Trustee.

                  Subject to Section 7.01:

                  (a) The Trustee may rely, and shall be protected in acting or
         refraining from acting, on any document believed by it to be genuine
         and to have been signed or presented by the proper Person. The Trustee
         need not investigate any fact or matter stated in the document.

                  (b) Before the Trustee acts or refrains from acting, it may
         require an Officers' Certificate and/or an Opinion of Counsel, which
         shall conform to the provisions of Section 10.05. The Trustee shall not
         be liable for any action it takes or omits to take in good faith in
         reliance on such certificate or opinion.

                  (c) The Trustee may act through attorneys and agents of its
         selection and shall not be responsible for the misconduct or negligence
         of any agent or attorney (other than an agent who is an employee of the
         Trustee) appointed with due care.

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

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

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

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

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

<PAGE>
                                      -51-


                  (i) The Trustee shall not be deemed to have notice of any
         Event of Default unless a Trust Officer of the Trustee has actual
         knowledge thereof or unless the Trustee shall have received written
         notice thereof at the Corporate Trust Office of the Trustee, and such
         notice references the Securities and this Indenture.

                  (j) The Trustee shall not be required to give any bond or
         surety in respect of the performance of its powers and duties
         hereunder.

                  (k) The permissive rights of the Trustee to do things
         enumerated in this Indenture shall not be construed as a duty and the
         Trustee shall not be answerable for other than its gross negligence or
         willful misconduct.


SECTION 7.03.     Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with Holdings or its
Affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to Sections
7.10 and 7.11.

                  This Indenture and the provisions of the TIA contain certain
limitations on the rights of the Trustee, should it become a creditor of
Holdings, to obtain payments of claims in certain cases or to realize on certain
property received in respect of any such claim as security or otherwise. Subject
to the TIA, the Trustee will be permitted to engage in other transactions;
provided that if the Trustee acquires any conflicting interest as described in
the TIA, it must eliminate such conflict within 30 days, obtain permission
within 30 days from the Commission to continue as Trustee or resign.

SECTION 7.04.     Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for Holdings' use of the proceeds from
the Securities, and it shall not be responsible for any statement of Holdings in
this Indenture or any document issued in connection with the sale of Securities
or any statement in the Securities other than the Trustee's certificate of
authentication.

                  Anything to the contrary notwithstanding, in no event shall
the Trustee be liable for special, indirect or consequential loss or damage of
any kind whatsoever (including, but not limited to, lost profits), even if the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.


<PAGE>
                                      -52-

SECTION 7.05.     Notice of Defaults.

                  If a Default or an Event of Default occurs and is continuing
and the Trustee has actual knowledge of such Defaults or Events of Default, the
Trustee shall mail to each Holder notice of the Default or Event of Default
within 30 days after obtaining such knowledge. Except in the case of a Default
or an Event of Default in payment of principal of or interest on any Security or
a Default or Event of Default in complying with Section 5.01, the Trustee may
withhold the notice if and so long as a Trust Officer in good faith determines
that withholding the notice is in the interest of the Holders. This Section 7.05
shall be in lieu of the proviso to ss. 315(b) of the TIA and such proviso to ss.
315(b) of the TIA is hereby expressly excluded from this Indenture and the
Securities, as permitted by the TIA.


SECTION 7.06.     Reports by Trustee to Holders.

                  If required by TIA ss. 313(a), within 60 days after each
November 1 beginning with November 1, 1998, the Trustee shall mail to each
Holder a report dated as of such November 1 that complies with TIA ss. 313(a).
If required by law, the Trustee also shall comply with TIA ss. 313(b), (c) and
(d).

                  A copy of each such report at the time of its mailing to
Holders shall be filed with the Commission and each stock exchange, if any, on
which the Securities are listed.

                  Holdings shall promptly notify the Trustee in writing if the
Securities become listed on any stock exchange or of any delisting thereof.

SECTION 7.07.     Compensation and Indemnity.

                  Holdings shall pay to the Trustee and the Agents from time to
time, and the Trustee and the Agents shall be entitled to, such compensation as
Holdings and the Trustee and the Agents shall from time to time agree in writing
for their respective services (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. Holdings shall reimburse the
Trustee and the Agents upon request for all reasonable disbursements, expenses
and advances, including all reasonable costs and expenses of collection which
would be out-of-pocket and reasonable fees, disbursements and expenses of its
agents and outside legal counsel incurred or made by any of them in addition to
the compensation for their respective services except any such disbursements,
expenses and advances as may be attributable to negligence or willful misconduct
of the party to be reimbursed. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents, accountants,
experts and outside legal counsel and any taxes or other expenses incurred by a
trust created pursuant to Section 8.01 hereof.

                  The Trustee shall have a lien prior to the Securities upon all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Indenture, except with respect to funds
held in trust for the benefit of the Holders of the Securities.


<PAGE>
                                      -53-


                  Without limiting any rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01(f) or Section
6.01(g), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

                  Holdings shall indemnify the Trustee and the Agents and each
of their directors, officers, attorneys, employees and agents for, and hold them
harmless against any and all loss, damage, claims, liability or expense,
including taxes (other than franchise taxes imposed on the indemnified party and
taxes based upon, measured by or determined by the income of the indemnified
party) and fines, penalties, and reasonable expenses (including reasonable
out-of-pocket incidental expenses, legal fees and expenses, and the allocated
reasonable costs and expenses of in-house counsel and legal staff), arising out
of or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending themselves against or
investigating any claim or liability in connection with the exercise or
performance of any of their powers or duties hereunder, except to the extent
that such loss, damage, claim, liability or expense is due to negligence or
willful misconduct of the indemnified party. The indemnified party shall notify
Holdings promptly of any claim asserted against the indemnified party for which
it may seek indemnity. However, the failure by the indemnified party to so
notify Holdings shall not relieve Holdings of its obligations hereunder unless
Holdings has been materially prejudiced thereby. Holdings shall defend the claim
and the indemnified party shall cooperate in the defense at the expense of
Holdings; provided the Trustee may, if it so elects, have separate legal counsel
of its own choosing and Holdings shall pay the reasonable fees and expenses of
such legal counsel; provided, that Holdings will not be required to pay such
fees and expenses if Holdings assumes the indemnified party's defense and there
is no conflict of interest between Holdings (on the one hand) and the
indemnified party (on the other hand) in connection with such defense; provided
further, however, that in any such event, the reimbursement obligation of
Holdings with respect to separate counsel of the indemnified party will be
limited to the reasonable fees and expenses of such legal counsel.

                  Holdings need not pay for any settlement made without its
written consent, which consent shall not be unreasonably withheld. Holdings need
not reimburse any expense or indemnify against any loss or liability incurred by
the Trustee or an Agent as a result of its own negligence or willful misconduct.

                  To secure the payment obligations of Holdings in this Section
7.07, the Trustee shall have a Lien prior to the Securities against all money or
property held or collected by the Trustee, in its capacity as Trustee, except
money or property held in trust to pay principal of or interest on particular
Securities.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in clause (f) or (g) of Section 6.01 occurs, the
expenses (including the reasonable fees and expenses of its agents and legal
counsel) and the compensation for the services shall be preferred over the
status of the Holders in a proceeding under any Bankruptcy Law and are intended
to constitute expenses of administration under any Bankruptcy Law.

                  The provisions of this Section 7.07 shall survive the
termination of this Indenture and the resignation or removal of the Trustee for
any reason.
<PAGE>
                                      -54-


                  The Trustee shall have the right at any time it deems
appropriate to seek an adjudication in a court of competent jurisdiction as to
the respective rights of any of the parties in interest and shall not be held
liable by any Person for any delay or the consequences of any delay occasioned
by such resort to court. In the event that the Trustee shall be uncertain as to
its duties or rights hereunder or shall receive instructions, claims or demands
from any Person having a bona fide interest in or claim to the property of
Holdings or in the matters governed by this Indenture which, in the Trustee's
opinion, conflict with any of the provisions of the Indenture or related
documents, the Trustee shall be entitled to refrain from taking any action and
its obligations shall be to keep all property held in trust until it shall be
directed otherwise in writing by all of the other parties in interest or by a
final order or judgment of a court of competent jurisdiction.

SECTION 7.08.     Replacement of Trustee.

                  The Trustee may resign at any time by so notifying Holdings in
writing. The Holders of a majority in principal amount of the outstanding
Securities may remove the Trustee by so notifying the Trustee and Holdings in
writing and may appoint a successor Trustee with Holdings' consent. Holdings may
remove the Trustee if:

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

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

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

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), Holdings shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the Securities may appoint a successor
Trustee to replace the successor Trustee appointed by Holdings.

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

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, Holdings
or the Holders of at least 25% in principal amount of the outstanding Securities
may petition, at the expense of Holdings, any court of competent jurisdiction
for the appointment of a successor Trustee.

<PAGE>
                                      -55-


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

                  Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, Holdings' obligations under Section 7.07 shall continue for the
benefit of the retiring Trustee.

SECTION 7.09.     Successor Trustee by Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
sells or otherwise transfers all or substantially all of its corporate trust
business to, another corporation or banking corporation, the resulting,
surviving or transferee corporation, association or banking corporation without
any further act shall be the successor Trustee; provided, however, that such
corporation, association or banking corporation shall be otherwise qualified and
eligible under this Article Seven.

SECTION 7.10.     Eligibility; Disqualification.

                  This Indenture shall always have a Trustee which shall be
eligible to act as Trustee under TIA ss.ss. 310(a) (1) and 310(a) (2). The
Trustee shall have a combined capital and surplus of at least U.S. $50,000,000
as set forth in its most recent published annual report of condition. If the
Trustee has or shall acquire any "conflicting interest" within the meaning of
TIA ss. 310(b), the Trustee and Holdings shall comply with the provisions of TIA
ss. 310(b); provided, however, that there shall be excluded from the operation
of TIA ss. 310(b)(1) any indenture or indentures under which other securities or
certificates of interest or participation in other securities of Holdings are
outstanding if the requirements for such exclusion set forth in TIA ss. 310(b)
(1) are met. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.10, the Trustee shall resign immediately
in the manner and with the effect hereinbefore specified in this Article Seven.
The provisions of TIA ss. 310 shall apply to Holdings and any other obligor of
the Securities.

SECTION 7.11.     Preferential Collection of Claims Against Holdings.

                  The Trustee shall comply with TIA ss. 31l(a), excluding any
creditor relationship listed in TIA ss. 311(b). A Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated therein.


<PAGE>
                                      -56-


                                 ARTICLE EIGHT

                       DISCHARGE OF INDENTURE: DEFEASANCE

SECTION 8.01.     Termination of Holdings' Obligations.

                  Holdings may, at its option and at any time, terminate its
obligations under the Securities and this Indenture, except those obligations
referred to in the penultimate paragraph of this Section 8.01, if:

                  (a) either (i) all the Securities theretofore authenticated
         and delivered (except lost, stolen or destroyed Securities which have
         been replaced or paid and Securities for whose payment money has
         theretofore been deposited in trust or segregated and held in trust by
         Holdings and thereafter repaid to Holdings or discharged from such
         trust) have been delivered to the Trustee for cancellation or (ii) all
         Securities not theretofore delivered to the Trustee for cancellation
         have become due and payable or have been called for redemption and
         Holdings has irrevocably deposited or caused to be deposited with the
         Trustee funds in an amount sufficient to pay and discharge the entire
         Indebtedness on the Securities not theretofore delivered to the Trustee
         for cancellation, for principal of, premium, if any, and interest on
         the Securities to the date of deposit together with irrevocable
         instructions from Holdings directing the Trustee to apply such funds to
         the payment thereof at maturity or redemption, as the case may be:

                  (b) Holdings has paid all other sums payable under this
         Indenture by Holdings; and

                  (c) Holdings has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel stating that all conditions
         precedent under this Indenture relating to the satisfaction and
         discharge of this Indenture have been complied with.

                  Notwithstanding the first paragraph of this Section 8.01,
Holdings' obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05
and 8.06 shall survive until the Securities are no longer outstanding pursuant
to Section 2.08. After the Securities are no longer outstanding, Holdings'
obligations in Sections 7.07, 8.05 and 8.06 shall survive.

                  After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of Holdings' obligations
under the Securities and this Indenture, except for those surviving obligations
specified above.

SECTION 8.02.     Legal Defeasance and Covenant Defeasance

                  (a) Holdings may, at its option and at any time, terminate its
obligations in respect of the Securities by delivering all outstanding
Securities to the Trustee for cancellation and paying all sums payable by it on
account of principal of and interest on all Securities or otherwise. In addition
to the foregoing, Holdings may, at its option and at any time, elect to have
either paragraph (b) or (c) below be applied to all outstanding Securities,
subject in either case to compliance with the conditions set forth in Section
8.03.

                  (b) Upon Holdings' exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), Holdings shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have paid
and discharged the entire indebtedness represented by the outstanding
Securities, except for (i) the rights of Holders to receive payments in respect
of the principal of, premium, if any, and interest on the Securities when such
payments are due, (ii) Holdings' obligations with respect to the Securities
under Sections 2.03 through 2.07, inclusive, and 4.02, (iii) the rights, powers,
trust, duties and immunities of the Trustee under this Indenture and Holdings'
obligations in connection therewith and (iv) this Article Eight of this
Indenture (hereinafter, "Legal Defeasance"). Subject to compliance with this
Article Eight, Holdings may exercise its option under this paragraph (b)
notwithstanding the prior exercise of its option under paragraph (c) hereof.


<PAGE>
                                      -57-


                  (c) Upon Holdings exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), Holdings shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be released from its
obligations under Sections 4.03 through 4.16, inclusive, 4.19, 4.20 and Article
Five with respect to the outstanding Securities (hereinafter, "Covenant
Defeasance") and thereafter any omission to comply with such obligations shall
not constitute a Default or an Event of Default with respect to the Securities.

SECTION 8.03.     Conditions to Legal Defeasance or Covenant Defeasance.

                  In order to exercise either Legal Defeasance pursuant to
Section 8.02(b) or Covenant Defeasance pursuant to Section 8.02(c);

                  (a) Holdings must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, cash in U.S. dollars or United
         States Government Obligations, or a combination thereof, in such
         amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium, if any, and interest on the Securities on the stated date
         for payment thereof or on the applicable redemption date, as the case
         may be;

                  (b) in the case of an election under Section 8.02(b), Holdings
         shall have delivered to the Trustee an Opinion of Counsel reasonably
         acceptable to the Trustee confirming that (A) Holdings has received
         from, or there has been published by, the Internal Revenue Service a
         ruling or (B) since the date of this Indenture, there has been a change
         in the applicable federal income tax law, in either case to the effect
         that, and based thereon such Opinion of Counsel shall confirm that, the
         Holders 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;

                  (c) in the case of an election under Section 8.02(c), Holdings
         shall have delivered to the Trustee an Opinion of Counsel reasonably
         acceptable to the Trustee confirming that the Holders will not
         recognize income, gain or loss for federal income tax purposes as a
         result of such Covenant Defeasance and will be subject to federal
         income tax on the same amounts, in the same manner and at the same
         times as would have been the case if such Covenant Defeasance had not
         occurred;

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the borrowing of funds to be applied to such
         deposit) or insofar as clauses (f) and (g) of Section 6.01 are
         concerned, at any time in the period ending on the 91st day after the
         date of such deposit;


<PAGE>
                                      -58-


                  (e) such Legal Defeasance or Covenant Defeasance, as the case
         may be, shall not result in a breach or violation of or constitute a
         Default under this Indenture or any other material agreement or
         instrument to which Holdings or any of its Restricted Subsidiaries is a
         party or by which Holdings or any of its Restricted Subsidiaries is
         bound;

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

                  (g) Holdings shall have delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for or relating to the Legal Defeasance or the
         Covenant Defeasance, as the case may be, have been complied with; and

                  (h) Holdings shall have delivered to the Trustee an Opinion of
         Counsel to the effect that assuming no intervening bankruptcy or
         insolvency of Holdings between the date of deposit and the 91st day
         following the deposit and that no Holder is an insider of Holdings,
         after the 91st day following the deposit, the trust funds will not be
         subject to the effect of any applicable bankruptcy, insolvency,
         reorganization or similar law affecting creditors' rights generally.

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (b) above need not be delivered if all Securities not theretofore
delivered to the Trustee for cancellation (x) have become due and payable, (y)
will become due and payable on the Final Maturity Date within one year or (z)
are to be called for redemption within one year under arrangements satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of Holdings.

SECTION 8.04. Application of Trust Money; Trustee Acknowledgment and Indemnity.

                  The Trustee shall hold in trust money or United States
Government Obligations deposited with it pursuant to Section 8.03, and shall
apply the deposited money and the money from United States Government
Obligations in accordance with this Indenture solely to the payment of principal
of, premium, if any, and interest on the Securities.

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

                  Holdings shall pay and indemnity the Trustee against any tax,
fee or other charge imposed on or assessed against the United States Government
Obligations deposited pursuant to Section 8.03 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Securities.


<PAGE>
                                      -59-


SECTION 8.05.     Repayment to Holdings.

                  Subject to Sections 7.07 and 8.04, the Trustee shall promptly
pay to Holdings upon written request any excess money held by it at any time.
The Trustee shall pay to Holdings upon written request any money held by it for
the payment of principal or interest that remains unclaimed for two years;
provided, however, that the Trustee before being required to make any payment
may at the expense of Holdings cause to be published once in a newspaper of
general circulation in The City of New York or mail to each Holder entitled to
such money notice that such money remains unclaimed and that, after a date
specified therein which shall be at least 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining shall
be repaid to Holdings. After payment to Holdings, Holders entitled to money must
look solely to Holdings for payment as general creditors unless an applicable
abandoned property law designates another person and all liability of the
Trustee or Paying Agent with respect to such money shall thereupon cease.

SECTION 8.06.     Reinstatement.

                  If the Trustee is unable to apply any money or United States
Government Obligations in accordance with Section 8.02 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,
Holdings' obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02 until
such time as the Trustee is permitted to apply all such money or United States
Government Obligations in accordance with Section 8.02; provided, however, that
if Holdings has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, Holdings shall be subrogated to
the rights of the Holders of such Securities to receive such payment from the
money or United States Government Obligations held by the Trustee.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.     Without Consent of Holders.

                  Holdings and the Trustee may amend this Indenture or the
Securities without the consent of the Holders:

                  (a) to cure any ambiguity, defect or inconsistency; provided,
         however, that such amendment or supplement does not, in the opinion of
         the Trustee, adversely affect the rights of any Holder in any material
         respect;

                  (b) to effect the assumption by a successor Person of all
         obligations of Holdings under the Securities and this Indenture in
         connection with any transaction complying with Article Five of this
         Indenture;

                  (c) to provide for uncertificated Securities in addition to or
         in place of certificated Securities;

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


<PAGE>
                                      -60-


                  (e) to make any change that would provide any additional
         benefit or rights to the Holders;

                  (f) to make any other change that does not adversely affect
         the rights of any Holder under this Indenture;

                  (g) to add to the covenants of Holdings for the benefit of the
         Holders, or to surrender any right or power herein conferred upon
         Holdings; or

                  (h) to secure the Securities pursuant to the requirements of
         Section 4.07 or otherwise;

provided, however, that Holdings has delivered to the Trustee an Opinion of
Counsel stating that such amendment or supplement complies with the provisions
of this Section 9.01.

SECTION 9.02.     With Consent of Holders.

                  Subject to Section 6.07, Holdings and the Trustee may modify,
amend or supplement, or waive compliance by Holdings with any provision of, this
Indenture or the Securities with the written consent of the Holders of at least
a majority in principal amount of the outstanding Securities. However, without
the consent of each Holder affected, no such modification, amendment, supplement
or waiver, including a waiver pursuant to Section 6.04, may:

                  (a) reduce the principal amount of or change the Stated
         Maturity of any Security or alter the provisions with respect to the
         repurchase or redemption of the Securities (other than provisions
         relating to Section 4.05 or 4.16);

                  (b) reduce the rate of or change the time for payment of
         interest on any Security;

                  (c) make any Security payable in money other than that stated
         in the Securities;

                  (d) make any change in the provisions of this Indenture
         relating to the rights of Holders of Securities to receive payments of
         principal of or premium, if any, or interest on the Securities;

                  (e) modify any provisions of Section 6.04 (other than to add
         sections of this Indenture or the Securities subject thereto) or 6.07
         or this Section 9.02 (other than to add sections of this Indenture or
         the Securities which may not be modified, amended, supplemented or
         waived without the consent of each Holder affected);

                  (f) reduce the percentage of the principal amount of
         outstanding Securities necessary for amendment to or waiver of
         compliance with any provision of this Indenture or the Securities or
         for waiver of any Default in respect thereof;

                  (g) waive a Default or Event of Default in the payment of
         principal of or premium, if any, or interest on the Securities (except
         a rescission of acceleration of the Securities by the Holders thereof
         as provided in Section 6.02 and a waiver of the payment default that
         resulted from such acceleration);


<PAGE>
                                      -61-


                  (h) waive a mandatory repurchase or redemption payment with
         respect to any Security required by Section 4.05 or 4.16; or

                  (i) modify the ranking or priority of any Security in any
         manner adverse to the Holders of the Securities.

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

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, Holdings shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
Holdings to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amendment, supplement or waiver.

SECTION 9.03.     Compliance with Trust Indenture Act.

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

SECTION 9.04.     Record Date for Consents and Effect of Consents.

                  Holdings may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders of Securities entitled to consent to
any amendment, supplement or waiver. If a record date is fixed, then those
persons who were Holders of Securities at such record date (or their duly
designated proxies), and only those persons, shall be entitled to consent to
such amendment, supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders of such Securities after such
record date. No such consent shall be valid or effective for more than 90 days
after such record date. The Trustee is entitled to rely upon any electronic
instruction from beneficial owners to the Holders of any Global Security.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(a) through (i) of Section 9.02. In that case the amendment, supplement or
waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security.


<PAGE>
                                      -62-


SECTION 9.05.     Notation on or Exchange of Securities.

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

SECTION 9.06.     Trustee To Sign Amendments, etc.

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

                                  ARTICLE TEN

                                  MISCELLANEOUS

SECTION 10.01.    Trust Indenture Act Controls.

                  This Indenture is subject to the provisions of the TIA that
are required to be a part of this Indenture, and shall, to the extent
applicable, be governed by such provisions. If any provision of this Indenture
modifies any TIA provision that may be so modified, such TIA provision shall be
deemed to apply to this Indenture as so modified. If any provision of this
Indenture excludes any TIA provision that may be so excluded, such TIA provision
shall be excluded from this Indenture.

                  The provisions of TIA ss.ss.310 through 317 that impose duties
on any Person (including the provisions automatically deemed included unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

SECTION 10.02.    Notices.

                  Any notice or communication shall be sufficiently given if in
writing and delivered in person, by facsimile and confirmed by overnight
courier, or mailed by first-class mail addressed as follows:

                   if to Holdings:

                  R.A.B. Holdings, Inc.
                  444 Madison Avenue, Suite 601
                  New York, New York 10022
                  Attn: Mr. Richard A. Bernstein
                          James A. Cohen, Esq.
                  Facsimile: (212) 888-5025
                  Telephone: (212) 688-4500


<PAGE>
                                      -63-


                   if to the Trustee:

                  JPMorgan Chase Bank
                  450 West 33rd Street, 15th Floor
                  New York, New York 10001
                  Attention: Institutional Trust Services
                  Facsimile: (212) 946-8175
                  Telephone: (212) 946-7135


                  Holdings or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

                  Any notice or communication mailed, first-class, postage
prepaid, to a Holder including any notice delivered in connection with TIA ss.
310(b), TIA ss. 313(c), TIA ss. 314(a) and TIA ss. 315(b) shall be mailed to him
at his address as set forth on the Security register and shall be sufficiently
given to him if so mailed within the time prescribed. To the extent required by
the TIA, any notice or communication shall also be mailed to any Person
described in TIA ss. 313(c).

                  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.
Except for a notice to the Trustee, which is deemed given only when received, if
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

SECTION 10.03.    Communications by Holders with Other Holders.

                  Holders may communicate pursuant to TIA ss. 312(b) with other
Holders with respect to their rights under this Indenture or the Securities.
Holdings, the Trustee, the Registrar and any other person shall have the
protection of TIA ss. 312(c).

SECTION 10.04.    Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by Holdings to the Trustee to
take or refrain from taking any action under this Indenture, Holdings shall
furnish to the Trustee at the request of the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of the
         signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee stating that, in the opinion of such
         counsel, all such conditions precedent have been complied with;
         provided, however, that with respect to matters of fact an Opinion of
         Counsel may rely on an Officers' Certificate or certificates of public
         officials.


<PAGE>
                                      -64-


SECTION 10.05.    Statements Required in Certificate.

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

                  (1) a statement that the person making such certificate has
         read such covenant or condition;

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

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

SECTION 10.06.    Rules by Trustee, Paying Agent, Registrar.

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

SECTION 10.07.    Governing Law.

                  THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE
AND THE SECURITIES, INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS
LAW SECTION 5-1401.

SECTION 10.08. No Personal Liability of Directors, Officers, Employees and
Stockholders.

                  No director, officer, employee or stockholder, as such, of
Holdings or any of its Affiliates, or any of their respective heirs, estates or
personal representatives, shall have any liability for any obligations of
Holdings under the Securities or this Indenture or for any claim based on, or in
respect of, or by reason of, such obligations or their creation. Each holder of
Securities by accepting a Security unconditionally and irrevocably waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Securities.

SECTION 10.09.    Successors.

                  All agreements of Holdings in this Indenture and the
Securities shall bind its successor. All agreements of the Trustee in this
Indenture shall bind its successor.

SECTION 10.10.    Counterpart Originals.

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


<PAGE>
                                      -65-


SECTION 10.11.    Severability.

                  In case any provision in this Indenture, in the Securities
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, and a Holder shall have no claim therefor against any party
hereto.

SECTION 10.12.    No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of Holdings or a Subsidiary of Holdings. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.13.    Legal Holidays.

                  If a payment date is not a Business Day at a place of payment,
payment may be made at that place on the next succeeding Business Day.



                            [Signature Pages Follow]



<PAGE>



                                   SIGNATURES

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

                                  R.A.B. HOLDINGS, INC.


                                  By:   /s/ Steven M. Grossman
                                        -------------------------------------
                                        Name:  Steven M. Grossman
                                        Title:    Executive Vice President



                                  JPMORGAN CHASE BANK, as Trustee


                                  By:   /s/ Timothy E. Burke
                                        -------------------------------------
                                        Name:  Timothy E. Burke
                                        Title:    Vice President




                                      S-1
<PAGE>


                                                                       EXHIBIT A
                           [FORM OF ORIGINAL SECURITY]

                              R.A.B. HOLDINGS, INC.

                            13% Senior Note due 2008

                                                            CUSIP No.: [     ]

No.  [   ]                                                             [     ]

                  R.A.B. HOLDINGS, INC., a Delaware corporation ("Holdings,"
which term includes any successor corporation), for value received, promises to
pay to [        ] or registered assigns the principal sum of [          ],
on May 1, 2008.

                  Interest Payment Dates: May 1 and November 1, commencing on
November 1, 2002.

                  Interest Record Dates: April 15 and October 15.

                  Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.

                  IN WITNESS WHEREOF, Holdings has caused this Security to be
signed manually or by facsimile by its duly authorized officer.

                                  R.A.B.  HOLDINGS, INC.


                                  By:
                                        ------------------------------------
                                        Name:  Steven M. Grossman
                                        Title:    Executive Vice President

Dated:





                                       A-1

<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 13% Senior Notes due 2008, described in the
within-mentioned Indenture.

Dated: May __, 2002

                                    JPMORGAN CHASE BANK, as Trustee


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














                                       A-2

<PAGE>


                             (REVERSE OF SECURITY)

                             R.A.B. HOLDINGS, INC.


                            13% Senior Note due 2008



1.       Interest.

                  R.A.B. HOLDINGS, INC., a Delaware corporation ("Holdings"),
promises to pay cash interest on the principal amount of this Security at the
rate per annum shown above. Cash interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from May 1, 1998. Holdings will pay interest semi-annually in arrears on
each Interest Payment Date, commencing on November 1, 1998. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

                  The Company shall pay interest on overdue principal from time
to time on demand and on overdue installments of interest (without regard to any
applicable grace periods) to the extent lawful from time to time on demand, in
each case at the rate borne by the Securities.

2.       Method of Payment.

                  Holdings shall pay interest on the Securities (except
defaulted interest) to the persons who are the registered Holders at the close
of business on the Interest Record Date immediately preceding the Interest
Payment Date even if the Securities are canceled on registration of transfer or
registration of exchange after such Interest Record Date. Holders must surrender
the Securities to a Paying Agent to collect principal payments. Holdings shall
pay principal and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts ("U.S. Legal
Tender"). However, Holdings may pay principal and interest by wire transfer of
Federal funds (provided that the Paying Agent shall have received wire
instructions on or prior to the relevant Interest Record Date), or cash interest
by check payable in such U.S. Legal Tender. Holdings may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

3.       Paving Agent and Registrar.

                  Initially, PNC Bank, National Association (the "Trustee") will
act as Paying Agent and Registrar. Holdings may change any Paying Agent or
Registrar without notice to the Holders. Holdings may, subject to certain
exceptions, act as Registrar.

4.       Indenture.

                  Holdings issued the Securities under an Indenture, dated as of
May 1, 1998 (the "Indenture"), by and between Holdings and the Trustee.
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. This Security is one of a duly authorized issue of Securities of
Holdings designated as its 13% Senior Notes due 2008, limited in aggregate
principal amount at maturity to $2,000,000, which may be issued under the

                                      A-3
<PAGE>


Indenture. The Securities consist of the Original Securities (as defined in the
Indenture). All Securities issued under the Indenture are treated as a single
class of securities under the Indenture. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.77aaa-77bbbb) (the "TIA"),
as in effect on the date of the Indenture (except as otherwise indicated in the
Indenture) until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and Holders are referred to the Indenture and the TIA
for a statement of them. The Securities are general unsecured obligations of
Holdings.

5.       Optional Redemption.

                  The Securities will be redeemable, at Holdings' option, in
whole or in part at any time, on and after May 1, 2003, upon not less than 30
nor more than 60 days notice, at the following redemption prices (expressed as
percentages of the principal amount thereof) if redeemed during the twelve-month
period commencing on May 1 of the year set forth below, plus, in each case,
accrued and unpaid interest thereon, if any, to the date of redemption:

             Year                                       Percentage
             ----                                       ----------
             2003                                       106.500%
             2004                                       104.333%
             2005                                       102.167%
             2006 and thereafter                        100.000%


6.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Securities to be redeemed at its registered address. The Trustee may
select for redemption portions of the principal amount of Securities that have
denominations equal to or larger than $1,000 principal amount. Securities and
portions of them the Trustee so selects shall be in amounts of $1,000 principal
amount or integral multiples thereof.

                  If any Security is to be redeemed in part only, the notice of
redemption that relates to such Security shall state the portion of the
principal amount thereof to be redeemed. A new Security in a principal amount
equal to the unredeemed portion thereof will be issued in the name of the Holder
thereof upon cancellation of the original Security. On and after the Redemption
Date, interest will cease to accrue on Securities or portions thereof called for
redemption so long as Holdings has deposited with the Paying Agent for the
Securities funds in satisfaction of the redemption price pursuant to the
Indenture and the Paying Agent is not prohibited from paying such funds to the
Holders pursuant to the terms of the Indenture.

7.       Change of Control Offer.

                  Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), Holdings shall, within 30
days after the Change of Control Date, be required to offer to purchase all
Securities then outstanding at a purchase price equal to 101% of the principal
amount at maturity plus accrued and unpaid interest to the date of purchase.


                                      A-4
<PAGE>


8.       Limitation on Disposition of Assets.

                  Holdings is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Securities and any Pari Passu
Indebtedness at a purchase price equal to, with respect to the Securities, 100%
of the principal amount thereof, plus accrued and unpaid interest thereon, if
any, to the date of purchase, and with respect to any Pari Passu Indebtedness,
an amount not greater than 100% of the principal amount or accreted value of
such Pari Passu Indebtedness with the proceeds of certain asset dispositions.

9.       Denominations; Transfer; Exchange.

                  The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder shall
register the transfer of or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

10.      Persons Deemed Owners.

                  The registered Holder of a Security shall be treated as the
owner of it for all purposes.

11.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to Holdings at its written request. After that, all liability of the Trustee and
such Paying Agent with respect to such funds shall cease.

12.      Legal Defeasance and Covenant Defeasance.

                  Holdings may be discharged from its obligations under the
Indenture and the Securities, except for certain provisions thereof, and may be
discharged from obligations to comply with certain covenants contained in the
Indenture and the Securities, in each case upon satisfaction of certain
conditions specified in the Indenture.

13.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture and the
Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Securities then
outstanding, and any existing Default or Event of Default or compliance with any
provision may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Securities then outstanding. Without notice to
or consent of the Holders, the parties thereto may amend or supplement the
Indenture and the Securities to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated Securities in addition to or in
place of certificated Securities or comply with any requirements of the SEC in
connection with the qualification of the Indenture under the TIA, or make any
other change that does not materially adversely affect the rights of any Holder.


                                      A-5
<PAGE>


14.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of Holdings and the Restricted Subsidiaries to make
restricted payments, to incur indebtedness, to sell assets, to permit
restrictions on dividends and other payments by Subsidiaries to Holdings, to
consolidate, merge or sell all or substantially all of its assets and to engage
in transactions with affiliates. The limitations are subject to a number of
important qualifications and exceptions. Holdings must report annually to the
Trustee on compliance with such limitations.

15.      Defaults and Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of Default
if it determines that withholding notice is in their interest.

16.      Trustee Dealings with Holdings.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with Holdings, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.

17.      No Personal Liability of Directors, Officers, Employees and
         Stockholders.

                  No director, officer, employee or stockholder, as such, of
Holdings or any of its Affiliates, or any of their respective heirs, estates or
personal representatives, shall have any liability for any obligations of
Holdings under the Securities or the Indenture or for any claim based on, or in
respect of, or by reason of, such obligations or their creation. Each holder of
Securities by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.


                                      A-6
<PAGE>

18.      Authentication.

                  This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Security.

19.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts
to Minors Act).

20.      CUSIP Numbers.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, Holdings has caused CUSIP numbers to
be printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

21.      Governing Law.

                  The laws of the State of New York shall govern the Indenture
and this Security without regard to principles of conflicts of laws to the
extent that the application of the laws of another jurisdiction would be
required thereby.







                                      A-7
<PAGE>


                                 ASSIGNMENT FORM





I or we assign and transfer this Security to


-------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)

-------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)

and irrevocably appoint
                         ------------------------------------------------------
agent to transfer this Security on the books of Holdings. The agent may
substitute another to act for him.


Dated:                           Signed:
       --------------------              --------------------------------------
                                         (Signed exactly as name appears
                                         on the other side of this Security)

Signature Guarantee:
                    ----------------------------------------------------------
                    Participant in a recognized Signature Guarantee Medallion
                    Program (or other signature guarantor program reasonably
                    acceptable to the Trustee)



                                      A-8
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE





                  If you want to elect to have this Security purchased by
Holdings pursuant to Section 4.05 or Section 4.16 of the Indenture, check the
appropriate box:

         Section 4.05 [  ]                           Section 4.16 [  ]

                  If you want to elect to have only part of this Security
purchased by Holdings pursuant to Section 4.05 or Section 4.16 of the Indenture,
state the amount: $
                    ---------------

Dated:                          Signed:
       --------------------             --------------------------------------
                                        (Signed exactly as name appears
                                        on the other side of this Security)

Signature Guarantee:
                     ---------------------------------------------------------
                    Participant in a recognized Signature Guarantee Medallion
                    Program (or other signature guarantor program reasonably
                    acceptable to the Trustee)








                                      A-9
<PAGE>





                                                                       EXHIBIT B

                           [FORM OF AMENDED SECURITY]

                              R.A.B. HOLDINGS, INC.

                             6% Senior Note due 2010

                                                      CUSIP No.:  [           ]

No.  [        ]                                                  $[           ]

                  R.A.B. HOLDINGS, INC., a Delaware corporation ("Holdings,"
which term includes any successor corporation), for value received, promises to
pay to [ ] or registered assigns the principal sum of [ ] Dollars (or such
greater amount as may be provided as the Accreted Value of such amount pursuant
to the Amended and Restated Indenture dated as of May 1, 2002), on May 1, 2010.

                  Interest Payment Dates: May 1 and November 1, commencing on
November 1, 2007 or any earlier May 1 or November 1 as to which Holdings
exercises its right to pay cash interest on the Amended Securities as provided
herein.

                  Interest Record Dates: April 15 and October 15.

                  Reference is made to the further provisions of this Security
contained herein, which will for all purposes have the same effect as if set
forth at this place.

                  IN WITNESS WHEREOF, Holdings has caused this Security to be
signed manually or by facsimile by its duly authorized officer.

                                   R.A.B.  HOLDINGS, INC.


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

Dated:



                                      B-1
<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the 6% Senior Notes due 2010, described in the
within-mentioned Indenture.

Dated:

                                 JPMORGAN CHASE BANK, as Trustee


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



                                      B-2
<PAGE>


                              (REVERSE OF SECURITY)

                              R.A.B. HOLDINGS, INC.


                             6% Senior Note due 2010


1.       Interest.

                  (a) R.A.B. HOLDINGS, INC., a Delaware corporation
("Holdings"), promises to pay interest on the Accreted Value of this Note at the
rate and in the manner specified below. This Note will accrete at a rate per
annum of 6.0% on the principal amount then outstanding, consisting of 3%
accretion semi-annually on each May 1 and November 1, until May 1, 2007, except
as provided in the following sentence. There will be no accrual of cash interest
on this Note until May 1, 2007, and no payment of cash interest until November
1, 2007, provided, however, that Holdings shall have the right, exercisable by
notice to the Trustee not later than the applicable Interest Record Date, to pay
in cash all or any portion of the amount that would accrete on this Note on any
May 1 or November 1 prior to November 1, 2007 and to the extent such amount is
paid in cash the amount outstanding hereunder shall not accrete in value.
Assuming Holdings does not exercise its right to pay cash interest prior to
November 1, 2007 as provided above, the Accreted Value of each $1,065 of
principal amount of this Note originally issued on May 1, 2002 shall be as
follows:

                  (b) For each original principal amount of $1,065 of Amended
Securities originally issued as of May 1, 2002, if the Accreted Value of this
Note is determined as of one of the following dates (each, a "Semi-Annual
Accrual Date"), the Accreted Value shall equal the amount set forth in the
schedule below for each such Semi-Annual Accrual Date:

                  Semi-Annual
                  Accrual Date              Accreted Value
                  ------------              --------------

                  November 1, 2002          $ 1,096.95
                  May 1, 2003               $ 1,129.86
                  November 1, 2003          $ 1,163.76
                  May 1, 2004               $ 1,198.67
                  November 1, 2004          $ 1,234.63
                  May 1, 2005               $ 1,271.67
                  November 1, 2005          $ 1,309.82
                  May 1, 2006               $ 1,349.11
                  November 1, 2006          $ 1,389.58
                  May 1, 2007               $ 1,431.27

provided, however, that if Holdings exercises any right to pay cash interest
prior to November 1, 2007 as provided above, Holdings and the Trustee shall
promptly recalculate the foregoing schedule of Accreted Values giving effect to
the amount of cash interest paid in respect of the Amended Securities on such
Interest Payment Date and assuming that no cash interest is paid by Holdings
with respect to the Amended Securities on any subsequent Semi-Annual Accrual
Date through and including May 1, 2007, and such recalculated schedule shall
constitute the schedule of Accreted Values as set forth in this definition for
purposes of this Indenture and the Amended Securities. On each Semi-Annual
Accrual Date thereafter, the Accreted Value shall be as set forth in such
recalculated schedule unless and until the Company may again elect to pay cash
interest as provided in Section 1(a) of the Amended Securities. Such
recalculated schedule shall be available to any Holder upon request.


                                      B-3
<PAGE>

                  (b) If Accreted Value is determined as of a date before the
first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (a) the
original issue price of $1,065.00 and (b) an amount equal to the product of (1)
the excess of $31.95 (i.e., the Accreted Value as of the first Semi-Annual
Accrual Date less the original issue price of $1,065.00) multiplied by (2) a
fraction, the numerator of which is the number of days from the Amended Issue
Date to the date as of which the Accreted Value is being determined, using a
360-day year of twelve 30-day months, and the denominator of which is the number
of days from the Amended Issue Date to the first Semi-Annual Accrual Date, using
a 360-day year of twelve 30-day months.

                  (c) If Accreted Value is determined as of a date between any
two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (a) the
Accreted Value for the Semi-Annual Accrual Date immediately preceding the date
as of which Accreted Value is being determined and (b) an amount equal to the
product of (1) the excess of the Accreted Value for the immediately following
Semi-Annual Accrual Date over the Accreted Value for the immediately preceding
Semi-Annual Accrual Date multiplied by (2) a fraction, the numerator of which is
the number of days from the immediately preceding Semi-Annual Accrual Date to
the date as of which Accreted Value is being determined, using a 360-day year of
twelve 30-day months, and the denominator of which is 180.

                  (d) If Accreted Value is determined as of any date after the
last Semi-Annual Accrual Date, the Accreted Value will equal $1,431.26 or such
lesser amount as shall be provided on the last schedule of Accreted Values
prepared by the Company and the Trustee for the latest date on such schedule as
to which the Company does not exercise its option to pay cash interest.

                  (e) References in the Indenture and in the Amended Securities
to "principal," "principal amount," "principal value" and similar terms shall
mean Accreted Value with respect to the application of such reference to the
Amended Securities.

                  (f) The Company shall pay interest on overdue principal from
time to time on demand and on overdue installments of cash interest (without
regard to any applicable grace periods) to the extent lawful from time to time
on demand, in each case at the rate borne by the Amended Securities.

                                      B-4
<PAGE>
2.       Method of Payment.

                  Holdings shall pay cash interest on the Amended Securities
(except defaulted interest) to the persons who are the registered Holders at the
close of business on the Interest Record Date immediately preceding the Interest
Payment Date even if the Amended Securities are canceled on registration of
transfer or registration of exchange after such Interest Record Date. Holders
must surrender the Amended Securities to a Paying Agent to collect principal
payments. Holdings shall pay principal and cash interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts ("U.S. Legal Tender"). However, Holdings may pay principal and
cash interest by wire transfer of Federal funds (provided that the Paying Agent
shall have received wire instructions on or prior to the relevant Interest
Record Date), or cash interest by check payable in such U.S. Legal Tender.
Holdings may deliver any such cash interest payment to the Paying Agent or to a
Holder at the Holder 's registered address.

3.       Paying Agent and Registrar.

                  Initially, JPMorgan Chase Bank (the "Trustee") will act as
Paying Agent and Registrar. Holdings may change any Paying Agent or Registrar
without notice to the Holders. Holdings may, subject to certain exceptions, act
as Registrar.

4.       Indenture.

                  Holdings issued the Securities under an Amended and Restated
Indenture, dated as of May 1, 1998 and amended and restated as of May 1, 2002
(the "Indenture"), by and between Holdings and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein.
This Note is one of a duly authorized issue of Amended Securities of Holdings
designated as its 6% Senior Notes due 2010 limited in aggregate principal amount
at maturity up to $35,781,750, which may be issued under the Indenture. All
Securities issued under the Indenture are treated as a single class of
securities under the Indenture except where the context requires otherwise. The
terms of the Amended Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S.C. ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture (except as otherwise indicated in the Indenture) until such time as
the Indenture is qualified under the TIA, and thereafter as in effect on the
date on which the Indenture is qualified under the TIA. Notwithstanding anything
to the contrary herein, the Amended Securities are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of them.
The Amended Securities are general unsecured obligations of Holdings.

5.       Optional Redemption.

                  The Amended Securities will be redeemable, at Holdings'
option, in whole or in part at any time, on and after May 1, 2003, upon not less
than 30 nor more than 60 days notice, at the following redemption prices
(expressed as percentages of the Accreted Value thereof) if redeemed during the
twelve-month period commencing on May 1 of the year set forth below, plus, in
each case, accrued and unpaid interest thereon, if any, to the date of
redemption:

          Year                                       Percentage
          ----                                       ----------
          2003                                       106.500%
          2004                                       104.333%
          2005                                       102.167%
          2006 and thereafter                        100.000%

                                      B-5
<PAGE>

6.       Notice of Redemption.

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of Amended Securities to be redeemed at its registered address. The
Trustee may select for redemption portions of the principal amount of Amended
Securities that have denominations equal to or larger than $1,000 principal
amount.

                  If any Amended Security is to be redeemed in part only, the
notice of redemption that relates to such Amended Security shall state the
portion of the principal amount thereof to be redeemed. A new Amended Security
in a principal amount equal to the unredeemed portion thereof will be issued in
the name of the Holder thereof upon cancellation of the original Amended
Security. On and after the Redemption Date, interest will cease to accrue on
Amended Securities or portions thereof called for redemption so long as Holdings
has deposited with the Paying Agent for the Amended Securities funds in
satisfaction of the redemption price pursuant to the Indenture and the Paying
Agent is not prohibited from paying such funds to the Holders pursuant to the
terms of the Indenture.

7.       Change of Control Offer.

                  Following the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), Holdings shall, within 30
days after the Change of Control Date, offer to purchase all Amended Securities
then outstanding at a purchase price equal to 101% of the accreted principal
amount plus accrued and unpaid interest to the date of purchase.

8.       Limitation on Disposition of Assets.

                  Holdings is, subject to certain conditions and certain
exceptions, obligated to offer to purchase the Amended Securities and any Pari
Passu Indebtedness at a purchase price equal to, with respect to the Amended
Securities, 100% of the Accreted Value thereof, plus accrued and unpaid interest
thereon, if any, to the date of purchase, and with respect to any Pari Passu
Indebtedness, an amount not greater than 100% of the principal amount or
accreted value of such Pari Passu Indebtedness with the proceeds of certain
asset dispositions.

9.       Denominations; Transfer; Exchange.

                  The Amended Securities are in registered form, without
coupons, in denominations of not less than $1,065. A Holder shall register the
transfer of or exchange Amended Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar
governmental charges payable in connection therewith as permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Amended Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.

                                      B-6
<PAGE>

10.      Persons Deemed Owners.

                  The registered Holder of this Note shall be treated as the
owner of it for all purposes.

11.      Unclaimed Funds.

                  If funds for the payment of principal or interest remain
unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to Holdings at its written request. After that, all liability of the Trustee and
such Paying Agent with respect to such funds shall cease.

12.      Legal Defeasance and Covenant Defeasance.

                  Holdings may be discharged from its obligations under the
Indenture and the Amended Securities, except for certain provisions thereof, and
may be discharged from obligations to comply with certain covenants contained in
the Indenture and the Amended Securities, in each case upon satisfaction of
certain conditions specified in the Indenture.

13.      Amendment; Supplement; Waiver.

                  Subject to certain exceptions, the Indenture and the
Securities may be amended or supplemented with the written consent of the
Holders of at least a majority in principal amount of the Securities then
outstanding, and any existing Default or Event of Default or compliance with any
provision may be waived with the consent of the Holders of a majority in
aggregate principal amount of the Securities then outstanding. Without notice to
or consent of the Holders, the parties thereto may amend or supplement the
Indenture and the Securities to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated Securities in addition to or in
place of certificated Securities or comply with any requirements of the SEC in
connection with the qualification of the Indenture under the TIA, or make any
other change that does not materially adversely affect the rights of any Holder.

14.      Restrictive Covenants.

                  The Indenture contains certain covenants that, among other
things, limit the ability of Holdings and the Restricted Subsidiaries to make
restricted payments, to incur Indebtedness, to sell assets, to permit
restrictions on dividends and other payments by Subsidiaries to Holdings, to
consolidate, merge or sell all or substantially all of its assets and to engage
in transactions with affiliates. The limitations are subject to a number of
important qualifications and exceptions. Holdings must report annually to the
Trustee on compliance with such limitations.

                                       B-7
<PAGE>

15.      Defaults and Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
or the Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. Holders of Securities
may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee is not obligated to enforce the Indenture or the
Securities unless it has received indemnity satisfactory to. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of Default
if it determines that withholding notice is in their interest.

16.      Trustee Dealings with Holdings.

                  The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities and may otherwise
deal with Holdings, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.

17.      No Personal Liability of Directors, Officers, Employees and
         Stockholders.

                  No director, officer, employee or stockholder, as such, of
Holdings or any of its Affiliates, or any of their respective heirs, estates or
personal representatives, shall have any liability for any obligations of
Holdings under the Securities or the Indenture or for any claim based on, or in
respect of, or by reason of, such obligations or their creation. Each holder of
Securities by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Securities.

18.      Authentication.

                  This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Note.

19.      Abbreviations and Defined Terms.

                  Customary abbreviations may be used in the name of a Holder of
a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (=Custodian) and U/G/M/A (= Uniform Gifts to
Minors Act).

20.      CUSIP Numbers.

                  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, Holdings has caused CUSIP numbers to
be printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.

21.      Governing Law.

                  The laws of the State of New York shall govern the Indenture
and this Security, including, without limitation, Section 5-1401 of the New York
General Obligations Law.


                                      B-8
<PAGE>


                                 ASSIGNMENT FORM


I or we assign and transfer this Security to

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

-------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)

-------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)

 and irrevocably appoint
                         ------------------------------------------------------
agent to transfer this Security on the books of Holdings. The agent may
substitute another to act for him.

Dated:                            Signed:
       --------------------               -----------------------------------
                                          (Signed exactly as name appears
                                          on the other side of this Security)

Signature Guarantee:
                     ----------------------------------------------------------
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)





                                      B-9
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have this Note purchased by Holdings
pursuant to Section 4.05 or Section 4.16 of the Indenture, check the appropriate
box:

         Section 4.05 [  ]                           Section 4.16 [  ]

                  If you want to elect to have only part of this Note purchased
by Holdings pursuant to Section 4.05 or Section 4.16 of the Indenture, state the
amount: $
         ----------

Dated:                            Signed:
       --------------------               ------------------------------------
                                          (Signed exactly as name appears
                                          on the other side of this Security)

Signature Guarantee:
                     ----------------------------------------------------------
                     Participant in a recognized Signature Guarantee Medallion
                     Program (or other signature guarantor program reasonably
                     acceptable to the Trustee)



                                      B-10
<PAGE>





                                                                       EXHIBIT C

                      FORM OF LEGEND FOR GLOBAL SECURITIES

                  Any Global Security authenticated and delivered hereunder
shall bear a legend in substantially the following form :

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.

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

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE &CO. OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN SECTION 2.16 OF THE INDENTURE.



                                       C-1
<PAGE>





                                                                       EXHIBIT D



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

              Re:  Senior Notes (the "Securities") of R.A.B.  Holdings, Inc.
                   -----------------------------------------------------------

                  This Certificate relates to $________ principal amount of
Securities held in the form of *__________ a beneficial interest in a Global
Security or *___________ Physical Securities by _____________________ (the
"Transferor").

The Transferor: *

                 / / has requested by written order that the Registrar
deliver in exchange for its beneficial interest in the Global Security held by
the Depositary a Physical Security or Physical Securities in definitive,
registered form of authorized denominations and an aggregate number equal to its
beneficial interest in such Global Security (or the portion thereof indicated
above); or

                  / / has requested that the Registrar by written order
exchange or register the transfer of a Physical Security or Physical Securities.

                  / / In connection with such request and in respect of each
such Security, the Transferor does hereby certify that the Transferor is
familiar with the Indenture relating to the above captioned Securities and the
restrictions on transfers thereof as provided in Section 2.16 of such Indenture,
and that the transfer of the Securities does not require registration under the
Securities Act of 1933, as amended (the "Act"), because*:




                                           [INSERT NAME OF TRANSFEROR]



                                           By:
                                               -------------------------------
                                                  [Authorized Signatory]

Date:
      ------------------------------
     *Check applicable box.                The Securities are (check one):

                                           / / 13% Senior Notes due 2008.

                                           / / 6% Senior Notes due 2010.










                                      D-1