<Page>

                                                                     Exhibit 4.5

                   THE JEAN COUTU GROUP (PJC) INC., AS ISSUER,

                           3090671 NOVA SCOTIA COMPANY
                           3090672 NOVA SCOTIA COMPANY
                              BROOKS PHARMACY, INC.
                            JCG HOLDINGS (USA), INC.
                        JEAN COUTU ACQUISITION ONE, INC.
                       JEAN COUTU ACQUISITION THREE, INC.
                        JEAN COUTU ACQUISITION TWO, INC.
                      JEAN COUTU GROUP HOLDINGS (USA), LLC
                              MAXI DRUG NORTH, INC.
                              MAXI DRUG SOUTH, L.P.
                                 MAXI DRUG, INC.
                                 MAXI GREEN INC.
                               MC WOONSOCKET, INC.
                            P.J.C. DISTRIBUTION, INC.
                             P.J.C. OF VERMONT INC.
                             P.J.C. REALTY CO., INC.
                           PATERSON'S PHARMACIES LTD.
                            PJC ARLINGTON REALTY LLC
                            PJC DORCHESTER REALTY LLC
                              PJC ESSEX REALTY LLC
                            PJC HAVERHILL REALTY LLC
                            PJC HYDE PARK REALTY LLC
                            PJC LEASE HOLDINGS, INC.
                            PJC MANCHESTER REALTY LLC
                            PJC MANSFIELD REALTY LLC
                            PJC NEW LONDON REALTY LLC
                             PJC NORWICH REALTY LLC
                              PJC OF CRANSTON, INC.
                          PJC OF EAST PROVIDENCE, INC.
                           PJC OF MASSACHUSETTS, INC.
                            PJC OF RHODE ISLAND, INC.
                            PJC OF WEST WARWICK, INC.
                           PJC PETERBOROUGH REALTY LLC
                            PJC PROVIDENCE REALTY LLC
                               PJC REALTY MA, INC.
                               PJC REALTY N.E. LLC
                              PJC REVERE REALTY LLC
                        PJC SPECIAL REALTY HOLDINGS, INC.
                           RX INFORMATION CENTRE LTD.
                             SERVICES SECURIVOL INC.
                      THE JEAN COUTU GROUP (PJC) USA, INC.

                                 AS GUARANTORS,

                                       AND

<Page>

                       WELLS FARGO BANK, N.A., AS TRUSTEE


                                    INDENTURE

                            DATED AS OF JULY 30, 2004


                                  $850,000,000

                    8 1/2% SENIOR SUBORDINATED NOTES DUE 2014

                                      - 2 -
<Page>

           Reconciliation and tie between Trust Indenture Act of 1939,
              as amended, and Indenture, dated as of July 30, 2004

<Table>
<Caption>
Trust Indenture                                                                 Indenture
Act Section                                                                     Section
---------------                                                                 ---------
<S>                                                                             <C>
Section 310  (a)(1).............................................................609
             (a)(2).............................................................609
             (b)................................................................608, 610
Section 311  (a)................................................................613
             (c)................................................................Not Applicable
Section 312  (a)................................................................701
             (b)................................................................702
             (c)................................................................702
Section 313  (a)................................................................703
Section 314  (a)................................................................704
             (a)(4).............................................................1018
             (b)................................................................Not Applicable
             (c)(1).............................................................103, 104, 404, 1201
             (c)(2).............................................................103, 104, 404, 1201
             (d)................................................................Not Applicable
             (e)................................................................103
Section 315  (a)................................................................601(b)
             (b)................................................................602
             (c)................................................................601(a)
             (d)................................................................601(c), 603
             (e)................................................................514
Section 316  (a)(last sentence).................................................101 (Outstanding)
             (a)(1)(A)..........................................................502, 512
             (a)(1)(B)..........................................................513
             (a)(2).............................................................Not Applicable
             (b)................................................................508
             (c)................................................................105
Section 317  (a)(1).............................................................503
             (a)(2).............................................................504
             (b)................................................................1003
Section 318  (a)................................................................108
</Table>

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

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                              <C>
                                                    ARTICLE ONE

                              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.      Definitions.....................................................................................2
       Acquired Indebtedness......................................................................................2
       Acquisition................................................................................................3
       Additional Securities......................................................................................3
       Additional Senior Securities...............................................................................3
       Administrative Agent Bank..................................................................................3
       Affiliate..................................................................................................3
       Agent Bank.................................................................................................3
       Applicable Procedures......................................................................................3
       Asset Sale.................................................................................................4
       Asset Swap.................................................................................................5
       Attributable Indebtedness..................................................................................5
       Average Life to Stated Maturity............................................................................5
       Bankruptcy Law.............................................................................................5
       Board of Directors.........................................................................................5
       Board Resolution...........................................................................................5
       Book-Entry Security........................................................................................5
       Business Day...............................................................................................5
       Capital Lease Obligation...................................................................................5
       Capital Stock..............................................................................................5
       Cash Equivalents...........................................................................................6
       Change of Control..........................................................................................6
       Clearstream................................................................................................7
       Commission.................................................................................................8
       Commodity Price Protection Agreement.......................................................................8
       Common Stock...............................................................................................8
       Company....................................................................................................8
       Company Request............................................................................................8
       Consolidated Fixed Charge Coverage Ratio...................................................................8
       Consolidated Income Tax Expense............................................................................9
       Consolidated Interest Expense..............................................................................9
       Consolidated Net Income (Loss)............................................................................10
       Consolidated Net Tangible Assets..........................................................................11
       Consolidated Non-cash Charges.............................................................................11
       Consolidation.............................................................................................11
       Corporate Trust Office....................................................................................12
       Credit Agreement..........................................................................................12
       Credit Facility...........................................................................................12
       Currency Hedging Agreements...............................................................................12
       DBRS......................................................................................................12
       Default...................................................................................................12
</Table>

                                      - i -
<Page>

<Table>
       <S>                                                                                                       <C>
       Depositary................................................................................................12
       Designated Non-cash Consideration.........................................................................12
       Designated Senior Indebtedness............................................................................13
       Disinterested Director....................................................................................13
       Equity Offering...........................................................................................13
       Euroclear.................................................................................................13
       Event of Default..........................................................................................13
       Exchange Act..............................................................................................13
       Exchange Offer............................................................................................13
       Exchange Offer Registration Statement.....................................................................13
       Exchange Securities.......................................................................................13
       Fair Market Value.........................................................................................13
       Fall Away Event...........................................................................................13
       Generally Accepted Accounting Principles..................................................................13
       Global Securities.........................................................................................14
       Guarantee.................................................................................................14
       Guaranteed Debt...........................................................................................14
       Guarantor.................................................................................................14
       Holder....................................................................................................14
       IAI Global Securities.....................................................................................14
       Indebtedness..............................................................................................14
       Indenture.................................................................................................16
       Indenture Obligations.....................................................................................16
       Initial Purchasers........................................................................................16
       Initial Securities........................................................................................16
       Institutional Accredited Investor.........................................................................16
       Interest Payment Date.....................................................................................16
       Interest Rate Agreements..................................................................................16
       Investment................................................................................................16
       Investment Grade Status...................................................................................17
       Issue Date................................................................................................17
       Lien......................................................................................................17
       Maturity..................................................................................................17
       Moody's...................................................................................................17
       Net Cash Proceeds.........................................................................................17
       Offering Memorandum.......................................................................................18
       Officers' Certificate.....................................................................................18
       Opinion of Counsel........................................................................................18
       Opinion of Independent Counsel............................................................................18
       Outstanding...............................................................................................18
       Pari Passu Indebtedness...................................................................................19
       Paying Agent..............................................................................................19
       Permitted Business........................................................................................19
       Permitted Holders.........................................................................................19
       Permitted Investment......................................................................................19
       Permitted Joint Venture...................................................................................21
       Permitted Lien............................................................................................21
       Permitted Securitization Transaction......................................................................23
       Person....................................................................................................23
</Table>

                                     - ii -
<Page>

<Table>
<S>                                                                                                              <C>
       Predecessor Security......................................................................................23
       Preferred Stock...........................................................................................23
       Purchase Money Note.......................................................................................23
       Purchase Money Obligation.................................................................................23
       Qualified Capital Stock...................................................................................24
       Redeemable Capital Stock..................................................................................24
       Redemption Date...........................................................................................24
       Redemption Price..........................................................................................24
       Registration Rights Agreement.............................................................................24
       Registration Statement....................................................................................24
       Regular Record Date.......................................................................................24
       Regulation S..............................................................................................24
       Regulation S Global Securities............................................................................24
       Responsible Officer.......................................................................................25
       Restricted Subsidiary.....................................................................................25
       Rule 144A.................................................................................................25
       Rule 144A Global Securities...............................................................................25
       S&P.......................................................................................................25
       Sale and Leaseback Transaction............................................................................25
       Securities................................................................................................25
       Securities Act............................................................................................25
       Securitization Entity.....................................................................................25
       Senior Guarantor Indebtedness.............................................................................26
       Senior Indebtedness.......................................................................................27
       Senior Representative.....................................................................................28
       Shelf Registration Statement..............................................................................28
       Senior Securities.........................................................................................28
       Senior Securities Indenture...............................................................................28
       Significant Subsidiary....................................................................................28
       Special Record Date.......................................................................................29
       Standard Securitization Undertakings......................................................................29
       Stated Maturity...........................................................................................29
       Stock Purchase Agreement..................................................................................29
       Subordinated Indebtedness.................................................................................29
       Subsidiary................................................................................................29
       Successor Security........................................................................................29
       Taxing Authority..........................................................................................29
       Taxing Jurisdiction.......................................................................................29
       Transactions..............................................................................................30
       Trust Indenture Act.......................................................................................30
       Trustee...................................................................................................30
       U.S. Government Obligations...............................................................................30
       Unrestricted Global Securities............................................................................30
       Unrestricted Subsidiary...................................................................................30
       Unrestricted Subsidiary Indebtedness......................................................................30
       Voting Stock..............................................................................................31
       Wholly Owned Restricted Subsidiary........................................................................31
Section 102.      Other Definitions..............................................................................31
Section 103.      Compliance Certificates and Opinions...........................................................32
</Table>

                                     - iii -
<Page>

<Table>
<S>                                                                                                              <C>
Section 104.      Form of Documents Delivered to Trustee.........................................................33
Section 105.      Acts of Holders................................................................................33
Section 106.      Notices, etc., to the Trustee, the Company and any Guarantor...................................34
Section 107.      Notice to Holders; Waiver......................................................................35
Section 108.      Conflict with Trust Indenture Act..............................................................35
Section 109.      Effect of Headings and Table of Contents.......................................................36
Section 110.      Successors and Assigns.........................................................................36
Section 111.      Separability Clause............................................................................36
Section 112.      Benefits of Indenture..........................................................................36
Section 113.      GOVERNING LAW..................................................................................36
Section 114.      Waiver of Jury Trial...........................................................................36
Section 115.      Force Majeure..................................................................................36
Section 116.      Legal Holidays.................................................................................37
Section 117.      Independence of Covenants......................................................................37
Section 118.      Schedules and Exhibits.........................................................................37
Section 119.      Counterparts...................................................................................37
Section 120.      No Personal Liability of Directors, Officers, Employees or Stockholders........................37

                                                    ARTICLE TWO

                                                   SECURITY FORMS

Section 201.      Forms Generally................................................................................37
Section 202.      Form of Face of Security.......................................................................39
Section 203.      Form of Reverse of Securities..................................................................55
Section 204.      Form of Guarantee..............................................................................62

                                                   ARTICLE THREE

                                                   THE SECURITIES

Section 301.      Title and Terms................................................................................62
Section 302.      Denominations..................................................................................63
Section 303.      Execution, Authentication, Delivery and Dating.................................................63
Section 304.      Temporary Securities...........................................................................65
Section 305.      Registration, Registration of Transfer and Exchange............................................65
Section 306.      Book Entry Provisions for Global Securities....................................................66
Section 307.      Special Transfer and Exchange Provisions.......................................................68
Section 308.      Mutilated, Destroyed, Lost and Stolen Securities...............................................71
Section 309.      Payment of Interest; Interest Rights Preserved.................................................72
Section 310.      CUSIP Numbers..................................................................................73
Section 311.      Persons Deemed Owners..........................................................................73
Section 312.      Cancellation...................................................................................73
Section 313.      Computation of Interest........................................................................74

                                                    ARTICLE FOUR

                                         DEFEASANCE AND COVENANT DEFEASANCE

Section 401.      Company's Option to Effect Defeasance or Covenant Defeasance...................................74
Section 402.      Defeasance and Discharge.......................................................................74
Section 403.      Covenant Defeasance............................................................................74
</Table>

                                     - iv -
<Page>

<Table>
<S>                                                                                                              <C>
Section 404.      Conditions to Defeasance or Covenant Defeasance................................................75
Section 405.      Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
                    Provisions...................................................................................77
Section 406.      Reinstatement..................................................................................77

                                                    ARTICLE FIVE

                                                      REMEDIES

Section 501.      Events of Default..............................................................................78
Section 502.      Acceleration of Maturity; Rescission and Annulment.............................................80
Section 503.      Collection of Indebtedness and Suits for Enforcement by Trustee................................81
Section 504.      Trustee May File Proofs of Claim...............................................................81
Section 505.      Trustee May Enforce Claims without Possession of Securities....................................82
Section 506.      Application of Money Collected.................................................................82
Section 507.      Limitation on Suits............................................................................83
Section 508.      Unconditional Right of Holders to Receive Principal, Premium and Interest......................83
Section 509.      Restoration of Rights and Remedies.............................................................83
Section 510.      Rights and Remedies Cumulative.................................................................84
Section 511.      Delay or Omission Not Waiver...................................................................84
Section 512.      Control by Holders.............................................................................84
Section 513.      Waiver of Past Defaults........................................................................84
Section 514.      Undertaking for Costs..........................................................................85
Section 515.      Waiver of Stay, Extension or Usury Laws........................................................85
Section 516.      Remedies Subject to Applicable Law.............................................................85

                                                    ARTICLE SIX

                                                    THE TRUSTEE

Section 601.      Duties of Trustee..............................................................................85
Section 602.      Notice of Defaults.............................................................................87
Section 603.      Certain Rights of Trustee......................................................................87
Section 604.      Trustee Not Responsible for Recitals, Dispositions of Securities or Application of Proceeds
                    Thereof......................................................................................88
Section 605.      Trustee and Agents May Hold Securities; Collections; etc.......................................89
Section 606.      Money Held in Trust............................................................................89
Section 607.      Compensation and Indemnification of Trustee and Its Prior Claim................................89
Section 608.      Conflicting Interests..........................................................................90
Section 609.      Trustee Eligibility............................................................................90
Section 610.      Resignation and Removal; Appointment of Successor Trustee......................................90
Section 611.      Acceptance of Appointment by Successor.........................................................91
Section 612.      Merger, Conversion, Consolidation or Succession to Business....................................92
Section 613.      Preferential Collection of Claims Against Company..............................................92
Section 614.      Co-Trustee.....................................................................................92

                                                   ARTICLE SEVEN

                                 HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.      Company to Furnish Trustee Names and Addresses of Holders......................................93
</Table>

                                      - v -
<Page>

<Table>
<S>                                                                                                             <C>
Section 702.      Disclosure of Names and Addresses of Holders...................................................94
Section 703.      Reports by Trustee.............................................................................94
Section 704.      Reports by Company and Guarantors..............................................................94

                                                   ARTICLE EIGHT

                                       CONSOLIDATION, MERGER, SALE OF ASSETS

Section 801.      Company and Guarantors May Consolidate, etc., Only on Certain Terms............................94
Section 802.      Successor Substituted..........................................................................96

                                                    ARTICLE NINE

                                              SUPPLEMENTAL INDENTURES

Section 901.      Supplemental Indentures and Agreements without Consent of Holders..............................97
Section 902.      Supplemental Indentures and Agreements with Consent of Holders.................................98
Section 903.      Execution of Supplemental Indentures and Agreements............................................99
Section 904.      Effect of Supplemental Indentures..............................................................99
Section 905.      Conformity with Trust Indenture Act............................................................99
Section 906.      Reference in Securities to Supplemental Indentures.............................................99
Section 907.      Notice of Supplemental Indentures.............................................................100
Section 908.      Revocation and Effects of Consents............................................................100

                                                    ARTICLE TEN

                                                     COVENANTS

Section 1001.     Payment of Principal, Premium and Interest....................................................100
Section 1002.     Maintenance of Office or Agency...............................................................100
Section 1003.     Money for Security Payments to Be Held in Trust...............................................101
Section 1004.     Corporate Existence...........................................................................102
Section 1005.     Payment of Taxes and Other Claims.............................................................102
Section 1006.     Maintenance of Properties.....................................................................102
Section 1007.     Waiver of Certain Covenants...................................................................103
Section 1008.     Limitation on Indebtedness....................................................................103
Section 1009.     Limitation on Restricted Payments.............................................................107
Section 1010.     Limitation on Transactions with Affiliates....................................................111
Section 1011.     Limitation on Liens...........................................................................112
Section 1012.     Limitation on Sale of Assets..................................................................113
Section 1013.     Limitation on Issuances of Guarantees of Indebtedness.........................................117
Section 1014.     Purchase of Securities upon a Change of Control...............................................118
Section 1015.     Limitation on Subsidiary Preferred Stock......................................................121
Section 1016.     Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.......121
Section 1017.     Limitation on Unrestricted Subsidiaries.......................................................123
Section 1018.     Sale and Leaseback Transactions...............................................................124
Section 1019.     Limitation on Layering........................................................................124
Section 1020.     Provision of Financial Statements.............................................................125
Section 1021.     Statement by Officers as to Default...........................................................125
Section 1022.     Fall Away Event...............................................................................126
</Table>

                                     - vi -
<Page>

<Table>
<S>                                                                                                             <C>
                                                   ARTICLE ELEVEN

                                              REDEMPTION OF SECURITIES

Section 1101.     Additional Amounts............................................................................128
Section 1102.     Tax Redemption................................................................................130
Section 1103.     Rights of Redemption..........................................................................131
Section 1104.     Applicability of Article......................................................................132
Section 1105.     Election to Redeem; Notice to Trustee.........................................................132
Section 1106.     Selection by Trustee of Securities to Be Redeemed.............................................132
Section 1107.     Notice of Redemption..........................................................................133
Section 1108.     Deposit of Redemption Price...................................................................134
Section 1109.     Securities Payable on Redemption Date.........................................................134
Section 1110.     Securities Redeemed or Purchased in Part......................................................134

                                                   ARTICLE TWELVE

                                             SATISFACTION AND DISCHARGE

Section 1201.     Satisfaction and Discharge of Indenture.......................................................135
Section 1202.     Application of Trust Money....................................................................136

                                                  ARTICLE THIRTEEN

                                            SUBORDINATION OF SECURITIES

Section 1301.     Securities Subordinate to Senior Indebtedness.................................................136
Section 1302.     Payment Over of Proceeds Upon Dissolution, etc................................................136
Section 1303.     Suspension of Payment When Designated Senior Indebtedness in Default..........................138
Section 1304.     Payment Permitted if No Default...............................................................139
Section 1305.     Subrogation to Rights of Holders of Senior Indebtedness.......................................139
Section 1306.     Provisions Solely to Define Relative Rights...................................................140
Section 1307.     Trustee to Effectuate Subordination...........................................................140
Section 1308.     No Waiver of Subordination Provisions.........................................................140
Section 1309.     Notice to Trustee.............................................................................141
Section 1310.     Reliance on Judicial Orders or Certificates...................................................142
Section 1311.     Rights of Trustee as a Holder of Senior Indebtedness; Preservation of Trustee's Rights........142
Section 1312.     Article Applicable to Paying Agents...........................................................142
Section 1313.     No Suspension of Remedies.....................................................................142
Section 1314.     Trustee's Relation to Senior Indebtedness.....................................................142

                                                  ARTICLE FOURTEEN

                                                     GUARANTEES

Section 1401.     Guarantors' Guarantee.........................................................................143
Section 1402.     Continuing Guarantee; No Right of Set-Off; Independent Obligation.............................143
Section 1403.     Guarantee Absolute............................................................................144
Section 1404.     Right to Demand Full Performance..............................................................146
Section 1405.     Waivers.......................................................................................146
Section 1406.     The Guarantors Remain Obligated in Event the Company Is No Longer Obligated to Discharge
                     Indenture Obligations......................................................................147
</Table>

                                     - vii -
<Page>

<Table>
<S>                                                                                                             <C>
Section 1407.     Fraudulent Conveyance; Contribution; Subrogation..............................................147
Section 1408.     Guarantee Is in Addition to Other Security....................................................148
Section 1409.     Release of Security Interests.................................................................148
Section 1410.     No Bar to Further Actions.....................................................................148
Section 1411.     Failure to Exercise Rights Shall Not Operate as a Waiver; No Suspension of Remedies...........148
Section 1412.     Trustee's Duties; Notice to Trustee...........................................................148
Section 1413.     Successors and Assigns........................................................................149
Section 1414.     Release of Guarantee..........................................................................149
Section 1415.     Execution of Guarantee........................................................................149
Section 1416.     Guarantee Subordinate to Senior Guarantor Indebtedness........................................150
Section 1417.     Payment Over of Proceeds Upon Dissolution of the Guarantor, etc...............................150
Section 1418.     Default on Senior Guarantor Indebtedness......................................................151
Section 1419.     Payment Permitted by Each of the Guarantors if No Default.....................................152
Section 1420.     Subrogation to Rights of Holders of Senior Guarantor Indebtedness.............................152
Section 1421.     Provisions Solely to Define Relative Rights...................................................152
Section 1422.     Trustee to Effectuate Subordination...........................................................153
Section 1423.     No Waiver of Subordination Provisions.........................................................153
Section 1424.     Notice to Trustee by Each of the Guarantors...................................................154
Section 1425.     Reliance on Judicial Orders or Certificates...................................................154
Section 1426.     Rights of Trustee as a Holder of Senior Guarantor Indebtedness; Preservation of Trustee's
                     Rights.....................................................................................155
Section 1427.     Article Applicable to Paying Agents...........................................................155
Section 1428.     No Suspension of Remedies.....................................................................155
Section 1429.     Trustee's Relation to Senior Guarantor Indebtedness...........................................155
</Table>

TESTIMONIUM

SIGNATURE AND SEALS

ACKNOWLEDGMENTS

EXHIBIT A            Regulation S Certificate

EXHIBIT B            Restricted Securities Certificate

EXHIBIT C            Institutional Accredited Investor Certificate

EXHIBIT D            Unrestricted Security Certificate

EXHIBIT E            Form of Supplemental Indenture

                                    - viii -
<Page>

          INDENTURE, dated as of July 30, 2004, among The Jean Coutu Group (PJC)
Inc., a corporation organized under the laws of Quebec (the "Company"), 3090671
Nova Scotia Company, a company organized under the laws of Nova Scotia, 3090672
Nova Scotia Company, a company organized under the laws of Nova Scotia, Brooks
Pharmacy, Inc., a Delaware corporation, JCG Holdings (USA), Inc., a Delaware
corporation, Jean Coutu Acquisition One, Inc., a Delaware corporation, Jean
Coutu Acquisition Three, Inc., a Delaware corporation, Jean Coutu Acquisition
Two, Inc., a Delaware corporation, Jean Coutu Group Holdings (USA), LLC, a
Delaware limited liability company, Maxi Drug North, Inc., a Delaware
corporation, Maxi Drug South, L.P., a Delaware limited partnership, Maxi Drug,
Inc., a Delaware corporation, Maxi Green Inc., a Vermont corporation, MC
Woonsocket, Inc., a Rhode Island corporation, P.J.C. Distribution, Inc., a
Delaware corporation, P.J.C. of Vermont Inc., a Vermont corporation, P.J.C.
Realty Co., Inc., a Delaware corporation, Paterson's Pharmacies Ltd., a limited
company organized under the laws of Ontario, PJC Arlington Realty LLC, a
Delaware limited liability company, PJC Dorchester Realty LLC, a Delaware
limited liability company, PJC Essex Realty LLC, a Delaware limited liability
company, PJC Haverhill Realty LLC, a Delaware limited liability company, PJC
Hyde Park Realty LLC, a Delaware limited liability company, PJC Lease Holdings,
Inc., a Delaware corporation, PJC Manchester Realty LLC, a Delaware limited
liability company, PJC Mansfield Realty LLC, a Delaware limited liability
company, PJC New London Realty LLC, a Delaware limited liability company, PJC
Norwich Realty LLC, a Delaware limited liability company, PJC of Cranston, Inc.,
a Rhode Island corporation, PJC of East Providence, Inc., a Rhode Island
corporation, PJC of Massachusetts, Inc., a Massachusetts corporation, PJC of
Rhode Island, Inc., a Rhode Island corporation, PJC of West Warwick, Inc., a
Rhode Island corporation, PJC Peterborough Realty LLC, a Delaware limited
liability company, PJC Providence Realty LLC, a Delaware limited liability
company, PJC Realty MA, Inc., a Massachusetts corporation, PJC Realty N.E. LLC,
a Delaware corporation, PJC Revere Realty LLC, a Delaware limited liability
company, PJC Special Realty Holdings, Inc., a Delaware corporation, RX
Information Centre Ltd., a limited company organized under the laws of Canada,
Services Securivol Inc., a corporation organized under the laws of Canada and
The Jean Coutu Group (PJC) USA, Inc., a Delaware corporation, as guarantors
(each a "Guarantor," and collectively, the "Guarantors"), and Wells Fargo Bank,
N.A., a national banking association, as trustee (the "Trustee").

                   RECITALS OF THE COMPANY AND THE GUARANTORS

          The Company has duly authorized the creation of an issue of 8 1/2%
Senior Subordinated Notes due 2014 (the "Initial Securities"), and, when and if
issued in an Exchange Offer, an issue of 8 1/2% Senior Subordinated Notes due
2014 (the "Exchange Securities" and, together with the Initial Securities, the
"Securities"), of substantially the tenor and amount hereinafter set forth
(subject to the ability of the Company to issue Additional Securities hereunder
as described herein), and to provide therefore, the Company has duly authorized
the execution and delivery of this Indenture and the Securities;

          Each Guarantor has duly authorized the issuance of a Guarantee of the
Securities, of substantially the tenor hereinafter set forth, and to provide
therefor, each Guarantor has duly authorized the execution and delivery of this
Indenture and its Guarantee;

          Upon the issuance of the Exchange Securities, this Indenture is
subject to, and shall be governed by, the provisions of the Trust Indenture Act
that are required to be part of and to govern indentures qualified under the
Trust Indenture Act;

<Page>

          The Initial Notes and the Exchange Notes will have terms identical in
all respects (except that the Exchange Notes will not contain terms with respect
to transfer restrictions) and will evidence the same indebtedness of the
Company.

          All things necessary have been done to make (i) the Securities, when
duly issued and executed by the Company and authenticated and delivered
hereunder, the valid obligation of the Company, (ii) the Guarantees, when
executed by each of the Guarantors and delivered hereunder, the valid obligation
of each of the Guarantors and (iii) this Indenture a valid agreement of the
Company and each of the Guarantors in accordance with the terms of this
Indenture;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 101.  DEFINITIONS.

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

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

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

          (c)    all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;

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

          (e)    all references to $, US$, dollars or United States dollars
shall refer to the lawful currency of the United States of America; and

          (f)    all references herein to particular Sections or Articles refer
to this Indenture unless otherwise so indicated.

          Certain terms used principally in Article Four are defined in Article
Four.

          "Acquired Indebtedness" means Indebtedness of a Person (1) existing at
the time such Person becomes a Restricted Subsidiary or (2) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition, as the case may be.
Acquired

                                      - 2 -
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Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary, as the case may be.

          "Acquisition" means the consummation of the acquisition by the Company
of all of the outstanding Capital Stock of Eckerd Corporation, a Delaware
corporation, Thrift Drug, Inc., a Delaware corporation, and Genovese Drug
Stores, Inc., a Delaware corporation, pursuant to the Stock Purchase Agreement.

          "Additional Securities" means further Securities (other than the
Initial Securities) issued under this Indenture in accordance with the terms of
this Indenture, including Sections 303 and 1110 hereof, as part of the same
series as the Initial Securities ranking equally with the Initial Securities in
all respects (other than the issuance dates and, at the option of the Company,
the date from which interest will accrue), subject to compliance with Section
1008 herein. The Initial Securities and any Additional Securities subsequently
issued under this Indenture shall be treated as a single class for all purposes
under this Indenture, including, without limitation, waivers, amendments,
redemptions, and offers to purchase.

          "Additional Senior Securities" means additional Senior Securities
(other than the initial Senior Securities) issued under the Senior Securities
Indenture in accordance with the terms of such Indenture, including Sections 303
and 1100 thereof, as part of the same series as the initial Senior Securities
ranking equally with the initial Senior Securities in all respects, subject to
compliance with Section 1008 herein.

          "Administrative Agent Bank" means any administrative agent bank under
the Credit Agreement.

          "Affiliate" means, with respect to any specified Person: (1) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person; (2) any other Person that
owns, directly or indirectly, 10% or more of any class or series of such
specified Person's (or any of such Person's direct or indirect parent's) Capital
Stock or any officer or director of any such specified Person or other Person
or, with respect to any natural Person, any Person having a relationship with
such Person by blood, marriage or adoption not more remote than first cousin; or
(3) any other Person 10% or more of the Voting Stock of which is beneficially
owned or held directly or indirectly by such specified Person. For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Agent Bank" means Merrill Lynch, Pierce, Fenner & Smith Incorporated,
National Bank of Canada, Deutsche Bank Trust Company Americas, or any other
agent bank under the Credit Agreement.

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect at the time of such transfer or transaction.

                                      - 3 -
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          "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of:

                 (1)    any Capital Stock of any Restricted Subsidiary;

                 (2)    all or substantially all of the properties and assets of
     any division or line of business of the Company or any Restricted
     Subsidiary; or

                 (3)    any other properties, assets or rights of the Company or
     any Restricted Subsidiary other than in the ordinary course of business.

          For the purposes of this definition, the term "Asset Sale" shall not
include any transfer of properties or assets

                 (A)    that is governed by the provisions described under
          Article Eight hereof,

                 (B)    that is a Change of Control whereby the Company makes a
          Change of Control Offer and complies with its terms,

                 (C)    that is by the Company to any Restricted Subsidiary or
          by any Restricted Subsidiary to the Company or any Restricted
          Subsidiary in accordance with the terms of this Indenture,

                 (D)    that would be within the definition of a "Permitted
          Investment,"

                 (E)    that would be within the definition of a "Restricted
          Payment" under Section 1009 and would be permitted to be made as a
          Restricted Payment (and shall be deemed a Restricted Payment) under
          Section 1009,

                 (F)    that is of obsolete equipment,

                 (G)    that consists of cash or Cash Equivalents, inventory,
          receivables and other current assets,

                 (H)    sales of accounts receivable, chattel paper and related
          assets of the type described in the definition of "Permitted
          Securitization Transaction" to a Securitization Entity for the Fair
          Market Value thereof and transfers of accounts receivable, chattel
          paper and related assets of the type described in the definition of
          "Permitted Securitization Transaction" (or a fractional undivided
          interest therein) by a Securitization Entity in a Permitted
          Securitization Transaction,

                 (I)    the leasing or licensing of any real or personal
          property in the ordinary course of business and consistent with past
          practice,

                 (J)    the sale of Capital Stock of an Unrestricted Subsidiary,
          or

                 (K)    the Fair Market Value of which in the aggregate does not
          exceed $10.0 million in any transaction or series of related
          transactions.

                                      - 4 -
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          "Asset Swap" means the exchange by the Company or a Restricted
Subsidiary of a portion of its property, business or assets, for property,
businesses or assets which, or Capital Stock of a Person all or substantially
all of whose assets are of a type used in the business of the Company on the
date of this Indenture or in a Permitted Business, or a combination of any
property, business or assets or Capital Stock of such a Person and cash or Cash
Equivalents.

          "Attributable Indebtedness" in respect of a Sale and Leaseback
Transaction means, at the time of determination, the present value (discounted
at the rate of interest implicit in such transaction, determined in accordance
with GAAP) of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended).

          "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (1) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (2) the sum of all such principal payments.

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

          "Board of Directors" means the board of directors of the Company or
any Guarantor, as the case may be, or any duly authorized committee of such
board.

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

          "Book-Entry Security" means any Global Securities bearing the legend
specified in Section 202 evidencing all or part of a series of Securities,
authenticated and delivered to the Depositary for such series or its nominee,
and registered in the name of such Depositary or nominee.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions or trust companies in
The City of New York or the city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law, regulation or executive
order to close.

          "Capital Lease Obligation" of any Person means any obligation of such
Person and its Restricted Subsidiaries on a Consolidated basis under any capital
lease of (or other agreement conveying the right to use) real or personal
property which, in accordance with GAAP, is required to be recorded as a
capitalized lease obligation.

          "Capital Stock" of any Person means any and all shares, interests,
participations, rights in or other equivalents (however designated) of such
Person's capital stock, other equity interests whether now outstanding or issued
after the date of this Indenture, partnership interests (whether general or

                                      - 5 -
<Page>

limited), limited liability company interests, any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person,
including any Preferred Stock, and any rights (other than debt securities
convertible into Capital Stock), warrants or options exchangeable for or
convertible into such Capital Stock.

          "Cash Equivalents" means

                 (1)    Canadian or U.S. dollars;

                 (2)    marketable direct obligations issued by, or
     unconditionally guaranteed by, the federal government of the United States
     of America or Canada, respectively, or issued by any agency thereof and
     backed by the full faith and credit of the federal government of the United
     States of America or Canada, respectively, in each case maturing within one
     year from the date of acquisition thereof;

                 (3)    marketable direct obligations issued by any state of the
     United States of America or any province of Canada or any political
     subdivision of any such state or province, as the case may be, 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 S&P or Moody's; PROVIDED that, in
     the event that any such obligation is not rated by S&P or Moody's, such
     obligation will have the highest rating from Dominion Bond Rating Service
     Limited ("DBRS");

                 (4)    commercial paper maturing no more than one year from the
     date of acquisition issued by a corporation that is not an Affiliate of the
     Company and is organized under the laws of the United States of America or
     Canada or any state or province thereof, as the case may be, or the
     District of Columbia, having a rating of at least R-2 (low) from DBRS or at
     least A-2 from S&P or at least P-2 from Moody's;

                 (5)    overnight deposits, 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 Canada or any state or province, as the case may be, thereof or the
     District of Columbia or any U.S. or Canadian branch of a foreign bank
     having at the date of acquisition thereof combined capital and surplus of
     not less than US$250,000,000;

                 (6)    repurchase obligations with a term of not more than
     seven days for underlying securities of the types described in clause (2)
     of this definition entered into with any bank meeting the qualifications
     specified in clause (5) of this definition; and

                 (7)    investments in money market funds which invest
     substantially all their assets in securities of the types described in
     clauses (1) through (6) of this definition.

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

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

                                      - 6 -
<Page>

     indirectly, of Voting Stock of the Company constituting more than 50% of
     the total voting power of all outstanding Voting Stock of the Company with
     respect to the election of directors;

                 (2)    during any period of two consecutive years, individuals
     who at the beginning of such period constituted the Board of Directors of
     the Company (together with any new directors whose election to such Board
     of Directors or whose nomination for election by the stockholders of the
     Company was approved by a vote of the Permitted Holders (if the Permitted
     Holders own a majority of the voting power of the Voting Stock of the
     Company) or by a vote of not less than the majority of the directors then
     still in office who were either directors at the beginning of such period
     or whose election or nomination for election was previously so approved),
     cease for any reason to constitute a majority of such Board of Directors of
     the Company then in office;

                 (3)    the Company consolidates with or merges with or into any
     Person or sells, assigns, conveys, transfers, leases or otherwise disposes
     of all or substantially all of its and its Restricted Subsidiaries' assets
     to any Person, or any Person consolidates with or merges into or with the
     Company, in any such event pursuant to a transaction in which the
     outstanding Voting Stock of the Company is converted into or exchanged for
     cash, securities or other property, other than any such transaction where

                 (A)    the outstanding Voting Stock of the Company is changed
          into or exchanged for (1) Voting Stock of the surviving corporation
          which is not Redeemable Capital Stock or (2) cash, securities and
          other property (other than Capital Stock of the surviving corporation)
          in an amount which could be paid by the Company as a Restricted
          Payment as described under Section 1009 (and such amount shall be
          treated as a Restricted Payment subject to the provisions of this
          Indenture described under Section 1009 hereof) and

                 (B)    immediately after such transaction, no "person" or
          "group," other than any Permitted Holder, is the beneficial owner (as
          defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a
          person shall be deemed to have beneficial ownership of all securities
          that such person has the right to acquire, whether such right is
          exercisable immediately or only after the passage of time), directly
          or indirectly, of Voting Stock constituting more than 50% of the total
          voting power of the outstanding Voting Stock with respect to the
          election of directors of the surviving corporation; or

                 (4)    the Company is liquidated or dissolved or adopts a plan
     of liquidation or dissolution other than in a transaction which complies
     with the provisions described under Article Eight hereof.

For purposes of this definition, any transfer of an equity interest of an entity
that was formed for the purpose of acquiring Voting Stock of the Company will be
deemed to be a transfer of such portion of such Voting Stock as corresponds to
the portion of the equity of such entity that has been so transferred.

          "Clearstream" means Clearstream Banking, societe anonyme (or any
successor securities clearing agency).

                                      - 7 -
<Page>

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

          "Commodity Price Protection Agreement" means any forward contract,
commodity swap, commodity option or other similar financial agreement or
arrangement relating to, or the value which is dependent upon, fluctuations in
commodity prices.

          "Common Stock" means the Company's common stock.

          "Company" means The Jean Coutu Group (PJC) Inc., a corporation
organized under the laws of Quebec, until a successor Person shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company (i) by any one of its Chairman of the Board,
its President, its Chief Executive Officer, its Chief Financial Officer, any
Vice President (regardless of Vice Presidential designation), its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, or (ii) by an
authorized signatory (by virtue of a power of attorney or other similar
instrument) and delivered to the Trustee.

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

          (a)    the sum of Consolidated Net Income (Loss), and in each case to
the extent deducted in computing Consolidated Net Income (Loss) for such period,
Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated
Non-cash Charges for such period, of such Person and its Restricted Subsidiaries
on a Consolidated basis, all determined in accordance with GAAP, less all
non-cash items increasing Consolidated Net Income (Loss) for such period and
less all cash payments during such period relating to non-cash charges that were
added back to Consolidated Net Income (Loss) in determining the Consolidated
Fixed Charge Coverage Ratio in any prior period to

          (b)    the sum of Consolidated Interest Expense for such period and
cash and non-cash dividends paid on any Redeemable Capital Stock of the Company
or any Restricted Subsidiary or Preferred Stock of the Restricted Subsidiaries
during such period,

in each case after giving PRO FORMA effect (as calculated in accordance with
Article 11 of Regulation S-X under the Securities Act or any successor
provision) to

                 (1)    the incurrence of the Indebtedness giving rise to the
     need to make such calculation and (if applicable) the application of the
     net proceeds therefrom, including to refinance other Indebtedness, as if
     such Indebtedness was incurred, and the application of such proceeds
     occurred, on the first day of such period;

                 (2)    the incurrence, repayment or retirement of any other
     Indebtedness by the Company and its Restricted Subsidiaries since the first
     day of such period as if such Indebtedness was incurred, repaid or retired
     at the beginning of such period (except that, in making such computation,
     the amount of Indebtedness under any revolving credit facility shall

                                      - 8 -
<Page>

     be computed based upon the average daily balance of such Indebtedness
     during such period);

                 (3)    in the case of Acquired Indebtedness or any acquisition
     occurring at the time of the incurrence of the Indebtedness giving rise to
     the need to make such pro forma calculation, the related acquisition,
     assuming such acquisition had been consummated on the first day of such
     period; and

                 (4)    any acquisition or disposition by the Company and its
     Restricted Subsidiaries of any company or any business or any assets out of
     the ordinary course of business, whether by merger, stock purchase or sale
     or asset purchase or sale, or any related repayment of Indebtedness, in
     each case since the first day of such period, assuming such acquisition,
     disposition or repayment had been consummated on the first day of such
     period;

     PROVIDED that

                 (1)    in making such computation, the Consolidated Interest
     Expense attributable to interest on any Indebtedness computed on a PRO
     FORMA basis and (A) bearing a floating interest rate shall be computed as
     if the rate in effect on the date of computation had been the applicable
     rate for the entire period and (B) which was not outstanding during the
     period for which the computation is being made but which bears, at the
     option of such Person, a fixed or floating rate of interest, shall be
     computed by applying at the option of such Person either the fixed or
     floating rate;

                 (2)    in making such computation, the Consolidated Interest
     Expense of such Person attributable to interest on any Indebtedness under a
     revolving credit facility computed on a PRO FORMA basis shall be computed
     based upon the average daily balance of such Indebtedness during the
     applicable period;

                 (3)    in making such computation, any cash charges taken in
     connection with the integration of the Eckerd Acquisition and related
     matters within 24 months of the closing of the Eckerd Acquisition in an
     amount for all such cash charges that do not exceed $25 million in the
     aggregate shall be excluded from the calculation of Consolidated Net Income
     for the purposes of the calculation of the Consolidated Fixed Charge
     Coverage Ratio; and

                 (4)    net income (or loss) or interest expense attributable to
     any Canadian drugstore franchisee in which the Company does not own or
     control more than 50% of the outstanding voting power of the Voting Stock
     thereof shall not be included in making such computation whether or not
     required to be included by GAAP.

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

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

          (a)    the interest expense of such Person and its Restricted
Subsidiaries for such period, on a Consolidated basis, including, without
limitation,

                 (1)    amortization of original issue discount on Indebtedness,
     if any,

                                      - 9 -
<Page>

                 (2)    the net cash costs associated with Interest Rate
     Agreements, Currency Hedging Agreements and Commodity Price Protection
     Agreements (including amortization of discounts),

                 (3)    the interest portion of any deferred payment obligation,

                 (4)    all commissions, discounts and other fees and charges
     owed with respect to letters of credit and bankers acceptance financing and

                 (5)    accrued interest, plus

          (b)    (1)    the interest component of the Capital Lease Obligations
paid, accrued and/or scheduled to be paid or accrued by such Person and its
Restricted Subsidiaries during such period and

                 (2)    all capitalized interest of such Person and its
Restricted Subsidiaries plus

          (c)    the interest expense under any Guaranteed Debt of such Person
and any Restricted Subsidiary to the extent not included under clause (a)(4)
above, whether or not paid by such Person or its Restricted Subsidiaries, plus

          (d)    dividend requirements of such Person with respect to
Redeemable Capital Stock and of any Restricted Subsidiary with respect to
Preferred Stock (except, in either case, dividends payable solely in shares of
Qualified Capital Stock of such Person or such Restricted Subsidiary, as the
case may be).

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

                 (1)    all extraordinary gains or losses net of taxes (less all
     fees and expenses relating thereto),

                 (2)    the portion of net income (or loss) of such Person and
     its Restricted Subsidiaries on a Consolidated basis allocable to minority
     interests in unconsolidated Persons or Unrestricted Subsidiaries to the
     extent that cash dividends or distributions have not actually been received
     by such Person or one of its Consolidated Restricted Subsidiaries,

                 (3)    net income (or loss) of any Person combined with such
     Person or any of its Restricted Subsidiaries on a "pooling of interests"
     basis attributable to any period prior to the date of combination, and any
     non-cash impact attributable to the application of the purchase method of
     accounting in accordance with GAAP,

                 (4)    any gain or loss, net of taxes, realized upon the
     termination of any employee pension benefit plan,

                 (5)    gains or losses, net of taxes (less all fees and
     expenses relating thereto), in respect of dispositions of assets other than
     in the ordinary course of business (including, without limitation,
     dispositions pursuant to Sale and Leaseback Transactions),

                                     - 10 -
<Page>

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

                 (7)    any restoration to net income of any contingency
     reserve, except to the extent provision for such reserve was made out of
     income accrued at any time following the date of this Indenture,

                 (8)    any net gain arising from the acquisition of any
     securities or extinguishment, under GAAP, of any Indebtedness of such
     Person,

                 (9)    all deferred financing costs written off, and premiums
     paid, in connection with any early extinguishment of Indebtedness,

                 (10)   the cumulative effect of a change in accounting
     principles,

                 (11)   non-cash charges relating to employee benefit or other
     management compensation plans of such Person or any of its Restricted
     Subsidiaries or any non-cash compensation charge arising from any grant,
     issuance or repricing of stock, stock options or other equity-based awards
     or, in each case, any amendment, modification, substitution or change
     thereof, of such Person or any of its Restricted Subsidiaries in each case,
     to the extent that such non-cash charges are deducted in computing such
     Consolidated Net Income (Loss) will be excluded,

                 (12)   any gain or loss arising from foreign currency
     fluctuations on foreign currency denominated Indebtedness, or

                 (13)   net income (or loss) attributable to any Canadian
     drugstore franchisee in which the Company does not own or control (directly
     or indirectly) more than 50% of the outstanding voting power of the Voting
     Stock thereof whether or not required to be included by GAAP.

          "Consolidated Net Tangible Assets" of any Person means, at any time,
as of the last day of the most recent period for which financial statements are
available, for such Person and its Restricted Subsidiaries on a Consolidated
basis, an amount equal to (a) the Consolidated assets of the Person and its
Restricted Subsidiaries minus (b) all intangible assets of the Person and its
Restricted Subsidiaries at that time.

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

          "Consolidation" means, with respect to any Person, the consolidation
of the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its subsidiaries would normally be
consolidated, all in accordance with GAAP. The term "Consolidated" shall have a
similar meaning.

                                     - 11 -
<Page>

          "Corporate Trust Office" means the office of the Trustee at which at
any particular time the corporate trust business for the purposes of this
Indenture shall be principally administered, which office at the date of
execution of this Indenture is located at Sixth Street & Marquette Avenue,
N9303-120, Minneapolis, MN 55479, Attention: Corporate Trust Services, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

          "Credit Agreement" means the Credit Agreement among the Company and
The Jean Coutu Group (PJC) USA, Inc., as borrowers thereto, certain lenders
party thereto, and certain agents party thereto, and related guarantee
documents, entered into in connection with the Acquisition, as such agreements,
in whole or in part, in one or more instances, may be amended, renewed,
extended, substituted, refinanced, restructured, replaced, supplemented or
otherwise modified from time to time (including, without limitation, any
successive renewals (partial or total), extensions, substitutions, refinancings,
restructurings, replacements, supplementations or other modifications of the
foregoing), whether any such renewal, extension, substitution, replacement or
refinancing (i) occurs simultaneously with the termination or repayment of a
prior Credit Agreement or (ii) occurs on one or more separate occasions.

          "Credit Facility" means one or more debt facilities (including,
without limitation, the Credit Agreement), commercial paper facilities or other
debt instruments, indentures or agreements, providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables), letters of credit or other debt
obligations, in each case, as amended, restated, modified, renewed, refunded,
restructured, supplemented, replaced or refinanced in whole or in part from time
to time, including without limitation any amendment increasing the amount of
Indebtedness incurred or available to be borrowed thereunder, extending the
maturity of any Indebtedness incurred thereunder or contemplated thereby or
deleting, adding or substituting one or more parties thereto (whether or not
such added or substituted parties are banks or other institutional lenders).

          "Currency Hedging Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
foreign exchange contracts, currency swap agreements or other similar agreements
or arrangements designed to protect against the fluctuations in currency values.

          "DBRS" means Dominion Bond Rating Service Limited and any successor
thereto.

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

          "Depositary" means, with respect to the Securities issued in the form
of one or more Book-Entry Securities, The Depository Trust Company ("DTC"), its
nominees and successors, or another Person designated as Depositary by the
Company, which must be a clearing agency registered under the Exchange Act.

          "Designated Non-cash Consideration" means the Fair Market Value of
non-cash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated pursuant to
an Officers' Certificate, setting forth the basis of the

                                     - 12 -
<Page>

valuation. The aggregate Fair Market Value of the Designated Non-cash
Consideration held by the Company or any Restricted Subsidiary at any given
time, taken together with the Fair Market Value at the time of receipt of all
other Designated Non-cash Consideration received and still held by the Company
or any Restricted Subsidiary at such time, may not exceed $25.0 million in
aggregate, at the time of the receipt of the Designated Non-cash Consideration
(with the Fair Market Value being measured at the time received and without
giving effect to subsequent changes in value).

          "Designated Senior Indebtedness" means (i) all Senior Indebtedness
under the Credit Agreement permitted to be incurred pursuant to paragraph (b)(1)
of Section 1008 and (ii) any other Senior Indebtedness which at the time of
determination has an aggregate principal amount outstanding of at least $50.0
million and which is specifically designated in the instrument evidencing such
Senior Indebtedness or the agreement under which such Senior Indebtedness arises
as "Designated Senior Indebtedness" by the Company.

          "Disinterested Director" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of the
Company who does not have any material direct or indirect financial interest in
or with respect to such transaction or series of related transactions.

          "Equity Offering" means the offer and sale of Common Stock (other than
Redeemable Capital Stock) of the Company with gross proceeds to the Company of
at least $25.0 million in cash in any one transaction.

          "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear Clearance System (or any successor securities clearing agency).

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

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

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Exchange Securities" has the meaning set forth in the first recital
of this Indenture.

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length free market transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer under no compulsion to buy. Fair Market Value shall
be determined by the Board of Directors of the Company acting in good faith and
shall be evidenced by a Board Resolution.

          "Fall Away Event" means such time as the Securities shall have
achieved Investment Grade Status (pursuant to ratings from each of S&P and
Moody's) and the Company shall have delivered to the Trustee an Officers'
Certificate certifying as to such status.

          "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in Canada, consistently applied, that are in
effect on the date of this Indenture.

                                     - 13 -
<Page>

          "Global Securities" means the Rule 144A Global Securities, the
Regulation S Global Securities, the IAI Global Securities and the Unrestricted
Global Securities to be issued as Book-Entry Securities issued to the Depositary
in accordance with Section 306.

          "Guarantee" means the guarantee by any Guarantor of the Company's
Indenture Obligations.

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

                 (1)    to pay or purchase such Indebtedness or to advance or
     supply funds for the payment or purchase of such Indebtedness,

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

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

                 (4)    to maintain working capital or equity capital of the
     debtor, or otherwise to maintain the net worth, solvency or other financial
     condition of the debtor or to cause such debtor to achieve certain levels
     of financial performance or

                 (5)    otherwise to assure a creditor against loss;

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

          "Guarantor" means any Subsidiary which is a guarantor of the
Securities, including any Person that is required after the date of this
Indenture to execute a guarantee of the Securities pursuant to Section 1013
until a successor replaces such party pursuant to the applicable provisions of
this Indenture and, thereafter, shall mean such successor.

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

          "IAI Global Securities" means one or more permanent Global Securities
in registered form representing the aggregate principal amount of Securities
sold to Institutional Accredited Investors.

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

                 (1)    all indebtedness of such Person for borrowed money,
     including under an asset-based, receivable or other borrowing facility, or
     for the deferred purchase price of property or services, excluding any
     trade payables and other current liabilities arising in the ordinary course
     of business, but including, without limitation, all obligations, contingent
     or otherwise, of such Person in connection with any letters of credit
     issued under letter of credit

                                     - 14 -
<Page>

     facilities, acceptance facilities or other similar facilities,

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

                 (3)    all indebtedness created or arising under any
     conditional sale or other title retention agreement with respect to
     property acquired by such Person (even if the rights and remedies of the
     seller or lender under such agreement in the event of default are limited
     to repossession or sale of such property, in which case the amount of any
     such Indebtedness shall be equal at any time to the value of such property
     at such time), but excluding trade payables arising in the ordinary course
     of business,

                 (4)    all obligations under Interest Rate Agreements, Currency
     Hedging Agreements or Commodity Price Protection Agreements of such Person
     (the amount of any such obligations to be equal at any time to the
     termination value of such agreement or arrangement giving rise to such
     obligation that would be payable by such Person at such time),

                 (5)    all Capital Lease Obligations of such Person,

                 (6)    all Indebtedness referred to in clauses (1) through (5)
     above of other Persons and all dividends of other Persons, the payment of
     which is secured by (or for which the holder of such Indebtedness has an
     existing right, contingent or otherwise, to be secured by) any Lien, upon
     or with respect to property (including, without limitation, accounts and
     contract rights) owned by such Person, even though such Person has not
     assumed or become liable for the payment of such Indebtedness (provided
     that the amount of such Indebtedness of other Persons shall not exceed the
     greater of the book value or the Fair Market Value of the property subject
     to such Lien),

                 (7)    all Guaranteed Debt of such Person,

                 (8)    all Redeemable Capital Stock issued by such Person
     valued at the greater of its voluntary or involuntary maximum fixed
     repurchase price plus accrued and unpaid dividends,

                 (9)    Attributable Indebtedness with respect to Sale and
     Leaseback Transactions,

                 (10)   Preferred Stock of any Restricted Subsidiary of the
     Company or any Guarantor (unless held by the Company or any Restricted
     Subsidiary) and

                 (11)   any amendment, supplement, modification, deferral,
     renewal, extension, refunding or refinancing of any liability of the types
     referred to in clauses (1) through (10) above;

provided that the amount of any limited recourse Indebtedness shall be equal to
the principal amount of such limited recourse Indebtedness for, and to the
extent, which the subject Person provides credit support of any kind (including
any undertaking agreement or instrument that would constitute Indebtedness), is
directly or indirectly liable as a guarantor or otherwise is the lender.

                                     - 15 -
<Page>

          For purposes of this Indenture, (x) the "maximum fixed repurchase
price" of any Redeemable Capital Stock which does not have a fixed repurchase
price shall be calculated in accordance with the terms of such Redeemable
Capital Stock as if such Redeemable Capital Stock were purchased on any date on
which Indebtedness shall be required to be determined pursuant to this
Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Redeemable Capital Stock, such Fair Market Value to be determined
in good faith by the board of directors of the issuer of such Redeemable Capital
Stock and (y) the value of Preferred Stock shall be equal to the liquidation
preference.

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

          "Indenture Obligations" means the obligations of the Company and any
other obligor under this Indenture or under the Securities, including any
Guarantor, to pay principal of, premium, if any, and interest when due and
payable, and all other amounts (including any Additional Amounts) due or to
become due under or in connection with this Indenture or the Securities and the
performance of all other obligations to the Trustee and the Holders under this
Indenture and the Securities, according to the respective terms thereof.

          "Initial Purchasers" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Deutsche Bank Securities Inc. and NBF Securities (USA) Corp. (or
the initial purchasers with respect to Additional Securities issued after the
date hereof).

          "Initial Securities" has the meaning set forth in the first recital in
this Indenture.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

          "Interest Payment Date" when used with respect to any Security, means
each semiannual interest payment date on February 1 and August 1 of each year.

          "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

          "Investment" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit 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, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by
any other Person and all other items that would be classified as investments on
a balance sheet prepared in accordance with GAAP. "Investment" shall exclude
direct or indirect advances to customers or suppliers in the ordinary course of
business that are, in conformity with GAAP, recorded as accounts receivable,
prepaid expenses or deposits on the Company's or any Restricted Subsidiary's
balance sheet, endorsements for collection or deposit arising in the ordinary
course of business and extensions of trade credit on commercially reasonable
terms in accordance with normal trade practices. If the Company or any
Restricted Subsidiary of the Company sells or otherwise disposes of any Capital
Stock of any direct or indirect

                                     - 16 -
<Page>

Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company (other than
the sale of all of the outstanding Capital Stock of such Subsidiary), the
Company will be deemed to have made an Investment on the date of such sale or
disposition equal to the Fair Market Value of the Company's Investments in such
Subsidiary that were not sold or disposed of in an amount determined as provided
in Section 1009.

          "Investment Grade Status" means ratings of BBB- or higher by S&P (or
its equivalent rating under any successor rating categories of S&P), and Baa3 or
higher by Moody's (or its equivalent rating under any successor rating
categories of Moody's).

          "Issue Date" means the original issue date of the Securities under
this Indenture.

          "Lien" means any mortgage or deed of trust, charge, pledge, lien
(statutory or otherwise), privilege, security interest, assignment, deposit,
arrangement, easement, hypothecation, claim, preference, priority or other
encumbrance upon or with respect to any property of any kind (including any
conditional sale, capital lease or other title retention agreement, any leases
in the nature thereof, and any agreement to give any security interest), real or
personal, movable or immovable, now owned or hereafter acquired. A Person will
be deemed to own subject to a Lien any property which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale
agreement, Capital Lease Obligation or other title retention agreement.

          "Maturity" means, when used with respect to the Securities, the date
on which the principal of the Securities becomes due and payable as therein
provided or as provided in this Indenture, whether at Stated Maturity, the Offer
Date or the Redemption Date and whether by declaration of acceleration, Offer in
respect of Excess Proceeds, Change of Control Offer in respect of a Change of
Control, call for redemption or otherwise.

          "Moody's" means Moody's Investors Service, Inc. and its successors.

          "Net Cash Proceeds" means

          (a)    with respect to any Asset Sale by any Person, the proceeds
thereof (without duplication in respect of all Asset Sales) in the form of cash
or Cash Equivalents including payments in respect of deferred payment
obligations when received in the form of, or stock or other assets when disposed
of for, cash or Cash Equivalents (except to the extent that such obligations are
financed or sold with recourse to the Company or any Restricted Subsidiary) net
of

                 (1)    brokerage commissions and other reasonable fees and
     expenses (including fees and expenses of counsel and investment bankers)
     related to such Asset Sale,

                 (2)    provisions for all taxes payable as a result of such
     Asset Sale,

                 (3)    payments made to retire Indebtedness where payment of
     such Indebtedness is secured by the assets or properties the subject of
     such Asset Sale,

                 (4)    amounts required to be paid to any Person (other than
     the Company or any Restricted Subsidiary) owning a beneficial interest in
     the assets subject to the Asset Sale and

                 (5)    appropriate amounts to be provided by the Company or any
     Restricted

                                     - 17 -
<Page>

     Subsidiary, as the case may be, as a reserve, in accordance with GAAP,
     against any liabilities associated with such Asset Sale and retained by the
     Company or any Restricted Subsidiary, as the case may be, after such Asset
     Sale, including, without limitation, pension and other post-employment
     benefit liabilities, liabilities related to environmental matters and
     liabilities under any indemnification obligations associated with such
     Asset Sale, all as reflected in an Officers' Certificate delivered to the
     Trustee and

          (b)    with respect to any issuance or sale of Capital Stock or
options, warrants or rights to purchase Capital Stock, or debt securities or
Capital Stock that have been converted into or exchanged for Capital Stock as
referred to under Section 1009, the proceeds of such issuance or sale in the
form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of, or stock or other assets when
disposed of for, cash or Cash Equivalents (except to the extent that such
obligations are financed or sold with recourse to the Company or any Restricted
Subsidiary), net of attorney's fees, accountant's fees and brokerage,
consultation, underwriting and other fees and expenses actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

          "Offering Memorandum" means the offering memorandum, dated July 20,
2004, related to the issuance of the Securities.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, the Chief Executive Officer, the Chief Financial
Officer or a Vice President (regardless of Vice Presidential designation), and
by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company or any Guarantor, as the case may be, and in form and
substance reasonably satisfactory to, and delivered to, the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be an
employee or counsel for the Company or any Guarantor, and who shall be
reasonably acceptable to the Trustee, and which opinion shall be in form and
substance reasonably satisfactory to the Trustee, including customary
assumptions and exceptions thereto.

          "Opinion of Independent Counsel" means a written opinion of counsel
which is issued by a Person who is not an employee, director or consultant
(other than non-employee legal counsel) of the Company or any Guarantor and who
shall be reasonably acceptable to the Trustee, and which opinion shall be in
form and substance reasonably satisfactory to the Trustee, including customary
assumptions and exceptions thereto.

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

          (a)    Securities theretofore canceled by the Trustee or delivered to
the Trustee for cancellation;

          (b)    Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or any Affiliate thereof) in
trust or set aside and segregated in trust by the Company or any Affiliate
thereof (if the Company or any Affiliate thereof shall act as its own Paying
Agent) for the Holders of such Securities; PROVIDED that if such Securities are
to be redeemed, notice of such

                                     - 18 -
<Page>

redemption has been duly given pursuant to this Indenture or provision therefor
reasonably satisfactory to the Trustee has been made;

          (c)    Securities, to the extent provided in Sections 402 and 403,
with respect to which the Company has effected defeasance or covenant defeasance
as provided in Article Four; and

          (d)    Securities in exchange for or in lieu of which other Securities
have been authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to the
Trustee and the Company proof reasonably satisfactory to each of them that such
Securities are held by a BONA FIDE purchaser in whose hands the Securities are
valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the reasonable
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company, any Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, any Guarantor or
such other obligor.

          "Pari Passu Indebtedness" means (a) any Indebtedness of the Company
that is equal in right of payment to the Securities and (b) with respect to any
Guarantee, Indebtedness which ranks equal in right of payment to such Guarantee.

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

          "Permitted Business" means the lines of business conducted by the
Company and its Restricted Subsidiaries on the date of this Indenture and
business reasonably related, complementary or ancillary thereto, including
reasonably related extensions or expansions thereof.

          "Permitted Holders" means (i) Mr. Jean Coutu, (ii) the spouse,
children or other lineal descendants (whether adoptive or biological) of Mr.
Jean Coutu, (iii) any revocable or irrevocable intervivos or testamentary trust
or the probate estate of any Person described in clause (i) or (ii) above, so
long as one or more of the foregoing individuals named in clauses (i) and (ii)
is the principal beneficiary of such trust or probate estate, and (iv) any
Person all of the Capital Stock of which is held, directly or indirectly, by or
for the benefit of the Persons or trusts or probate estates specified in clauses
(i), (ii) or (iii) above.

          "Permitted Investment" means:

                 (1)    Investments in any Restricted Subsidiary or any Person
     which, as a result of such Investment, (a) becomes a Restricted Subsidiary
     or (b) is merged or consolidated with or into, or transfers or conveys
     substantially all of its assets to, or is liquidated into, the

                                     - 19 -
<Page>

     Company or any Restricted Subsidiary;

                 (2)    Indebtedness of the Company or a Restricted Subsidiary
     described under clauses (4), (5), (6), (7) and (12) of the definition of
     "Permitted Indebtedness" under paragraph (b) of Section 1008;

                 (3)    Investments in any of the Securities or Senior
     Securities;

                 (4)    Investments in Cash Equivalents;

                 (5)    Investments acquired by the Company or any Restricted
     Subsidiary in connection with an asset sale permitted under Section 1012 to
     the extent such Investments are non-cash proceeds as permitted under
     Section 1012;

                 (6)    Investments in existence on the date of this Indenture;

                 (7)    Investments acquired in exchange for the issuance of
     Capital Stock (other than Redeemable Capital Stock of the Company or a
     Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary) or
     acquired with the Net Cash Proceeds received by the Company after the date
     of this Indenture from the issuance and sale of Capital Stock (other than
     Redeemable Capital Stock of the Company or a Restricted Subsidiary or
     Preferred Stock of a Restricted Subsidiary); PROVIDED that such Net Cash
     Proceeds are used to make such Investment within 10 days of the receipt
     thereof and the amount of all such Net Cash Proceeds will be excluded from
     clause (3)(B) of the first paragraph of Section 1009(a);

                 (8)    Investments in prepaid expenses, negotiable instruments
     held for collection and lease, utility and worker's compensation,
     performance and other similar deposits provided to third parties in the
     ordinary course of business;

                 (9)    loans or advances to employees of the Company in the
     ordinary course of business for bona fide business purposes of the Company
     and its Restricted Subsidiaries (including travel, entertainment and moving
     expenses) or the proceeds of which are used to purchase Capital Stock of
     the Company in the aggregate amount outstanding at any one time of $10.0
     million;

                 (10)   any Investments received in good faith in settlement or
     compromise of obligations of trade creditors or customers that were
     incurred in the ordinary course of business, including pursuant to any plan
     of reorganization or similar arrangement upon the bankruptcy or insolvency
     of any trade creditor or customer;

                 (11)   any Investment by the Company or any Restricted
     Subsidiary in a Securitization Entity or any Investment by a Securitization
     Entity in any other Person, in each case in connection with a Permitted
     Securitization Transaction; PROVIDED, HOWEVER, that the foregoing
     Investment is in the form of a Purchase Money Note or an equity interest;

                 (12)   any Investment in Permitted Joint Ventures in an amount
     not to exceed $100.0 million in the aggregate for all such Permitted Joint
     Ventures;

                 (13)   Investments in any Securitization Facility to the extent
     reasonably necessary to consummate any Permitted Securitization
     Transactions; and

                                     - 20 -
<Page>

                 (14)   other Investments in the aggregate amount outstanding at
     any one time of up to $50.0 million.

In connection with any assets or property contributed or transferred to any
Person as an Investment, such property and assets shall be equal to the Fair
Market Value (as determined by the Company's Board of Directors) at the time of
Investment.

          "Permitted Joint Venture" means any joint venture (which may be in the
form of a limited liability company, partnership, corporation or other entity or
form) in which the Company or any of its Restricted Subsidiaries, directly or
indirectly, owns or controls 50% or less of the total voting power of the shares
of Capital Stock of such entity entitled to vote; PROVIDED, HOWEVER, that any
joint venture in which the Company, directly or indirectly, owns 50% of the
total voting power of the Capital Stock of such entity entitled to vote shall
only be a Permitted Joint Venture if engaged in a Permitted Business or engaged
primarily in the business of prescription benefit management; PROVIDED, FURTHER,
that any joint venture in which the Company, directly or indirectly, owns less
than 50% of the total voting power of the Capital Stock of such entity entitled
to vote shall only be a Permitted Joint Venture if engaged primarily in the
business of prescription benefit management.

          "Permitted Lien" means

          (a)    Liens on assets of the Company and its Subsidiaries securing
Senior Indebtedness and Liens on assets of a Guarantor securing Senior
Indebtedness of such Guarantor, that was permitted by the terms of this
Indenture to be incurred;

          (b)    any Lien created or existing as of the date of this Indenture
on Indebtedness existing or created on the date of this Indenture;

          (c)    any Lien arising by reason of

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

                 (2)    taxes, assessments or government charges not yet
     delinquent or which are being contested in good faith;

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

                 (4)    good faith deposits in connection with tenders, leases
     or other contracts (other than contracts for the payment of money);

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

                                     - 21 -
<Page>

     property for the purpose of such business;

                 (6)    deposits to secure public or statutory obligations, or
     in lieu of surety or appeal bonds; or

                 (7)    operation of law in favor of mechanics, carriers,
     warehousemen, landlords, materialmen, laborers, employees or suppliers,
     incurred in the ordinary course of business for sums which are not yet
     delinquent or are being contested in good faith by negotiations or by
     appropriate proceedings which suspend the collection thereof;

          (d)    any Lien securing Acquired Indebtedness created prior to (and
not created in connection with, or in contemplation of) the incurrence of such
Indebtedness by the Company or any Restricted Subsidiary;

          (e)    any Lien to secure the performance bids, trade contracts,
leases (including, without limitation, statutory and common law landlord's
liens), statutory obligations, surety and appeal bonds, letters of credit and
other obligations of a like nature and incurred in the ordinary course of
business of the Company or any Restricted Subsidiary;

          (f)    any Lien securing Indebtedness permitted to be incurred under
Interest Rate Agreements, Currency Hedging Agreements, Commodity Price
Protection Agreements or otherwise incurred to hedge interest rate risk;

          (g)    any Lien securing Capital Lease Obligations or Purchase Money
Obligations incurred in accordance with this Indenture (including clause (8) of
the definition of Permitted Indebtedness) and which are incurred or assumed
solely in connection with the acquisition, development or construction of real
or personal, moveable or immovable property within 90 days of such incurrence or
assumption; PROVIDED that such Liens only extend to such acquired, developed or
constructed property, such Liens secure Indebtedness in an amount not in excess
of the original purchase price or the original cost of any such assets or
repair, addition or improvement thereto, and the incurrence of such Indebtedness
is permitted by Section 1008;

          (h)    Liens on assets transferred to a Securitization Entity or an
asset of a Securitization Entity, in either case, incurred in connection with a
Permitted Securitization Transaction;

          (i)    leases, licenses, subleases and sublicenses of assets
(including, without limitation, real property and intellectual property rights),
which do not materially interfere with the ordinary course of conduct of the
business of the Company or any Restricted Subsidiary;

          (j)    (1) Liens securing Indebtedness or other obligations of a
Restricted Subsidiary owing to the Company or another Restricted Subsidiary; or
(2) claim, restriction or encumbrance with respect to equity ownership interests
in a Restricted Subsidiary granted in favor of the Company or any other
Restricted Subsidiary; and

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

                                     - 22 -
<Page>

          "Permitted Securitization Transaction" means any transaction or series
of transactions that qualify for off-balance sheet treatment in accordance with
SFAS 140 or other applicable accounting pronouncements, pursuant to which the
Company or any of its Restricted Subsidiaries may sell, contribute, convey or
otherwise transfer to (i) a Securitization Entity (in the case of a transfer by
the Company or any of its Restricted Subsidiaries) and (ii) any other Person (in
the case of a transfer by a Securitization Entity), or may grant a security
interest in, any accounts receivable or chattel paper (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries, and
any assets directly related thereto, including, without limitation, all
collateral securing such accounts receivable, and other assets (including
contract rights and all guarantees or other obligations in respect of such
accounts receivable or chattel paper, proceeds of such accounts receivable or
chattel paper and other assets which are customarily transferred or in respect
of which security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable or chattel paper).

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

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 308 in exchange for a mutilated
Security or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Security.

          "Preferred Stock" means, with respect to any Person, any Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over the
Capital Stock of any other class in such Person.

          "Purchase Money Note" means a promissory note of a Securitization
Entity evidencing a line of credit, which may be irrevocable, from the Company
or any Restricted Subsidiary in connection with a Permitted Securitization
Transaction to a Securitization Entity, which note is repayable from cash
available to such Securitization Entity, other than amounts required to be
established as reserves pursuant to contractual arrangements with entities that
are not Affiliates entered into as part of such Permitted Securitization
Transaction, amounts paid to investors in respect of interest, principal and
other amounts owing to such investors and amounts paid in connection with the
purchase of newly generated accounts receivable.

          "Purchase Money Obligation" means any Indebtedness secured by a Lien
on assets related to the business of the Company and any additions and
accessions thereto, which are purchased or constructed by the Company at any
time after the Securities are issued; PROVIDED that

                 (1)    the security agreement or conditional sales or other
     title retention contract pursuant to which the Lien on such assets is
     created (collectively a "Purchase Money Security Agreement") shall be
     entered into within 180 days after the purchase or substantial completion
     of the construction of such assets and shall at all times be confined
     solely to the assets so purchased or acquired, any additions and accessions
     thereto and any proceeds therefrom,

                                     - 23 -
<Page>

                 (2)    at no time shall the aggregate principal amount of the
     outstanding Indebtedness secured thereby be increased, except in connection
     with the purchase of additions and accessions thereto and except in respect
     of fees and other obligations in respect of such Indebtedness and

                 (3)    (A) the aggregate outstanding principal amount of
     Indebtedness secured thereby (determined on a per asset basis in the case
     of any additions and accessions) shall not at the time such Purchase Money
     Security Agreement is entered into exceed 100% of the purchase price to the
     Company of the assets subject thereto or (B) the Indebtedness secured
     thereby shall be with recourse solely to the assets so purchased or
     acquired, any additions and accessions thereto and any proceeds therefrom.

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

          "Redeemable Capital Stock" means any Capital Stock that, either by its
terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the happening of an event or passage of
time would be, required to be redeemed prior to the final Stated Maturity of the
principal of the Securities or is redeemable at the option of the holder thereof
at any time prior to such final Stated Maturity (other than upon a change of
control of or sale of assets by the Company in circumstances where the Holders
of the Securities would have similar rights), or is convertible into or
exchangeable for debt securities at any time prior to such final Stated Maturity
at the option of the holder thereof.

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

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

          "Registration Rights Agreement" means (1) the Registration Rights
Agreement, dated as of July 30, 2004, among the Company, the Guarantors and the
Initial Purchasers and (2) with respect to any Additional Securities issued
subsequent to July 30, 2004, the registration rights agreement entered into for
the benefit of the holders of such Additional Securities, if any.

          "Registration Statement" has the meaning set forth in the Registration
Rights Agreement.

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

          "Regulation S" means Regulation S under the Securities Act, as amended
from time to time.

          "Regulation S Global Securities" means one or more permanent global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Regulation S under the Securities Act.

                                     - 24 -
<Page>

          "Responsible Officer" shall mean, when used with respect to the
Trustee, any officer within the corporate trust department of the Trustee,
including any vice president, assistant vice president, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

          "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company by a Board
Resolution delivered to the Trustee as an Unrestricted Subsidiary pursuant to
and in compliance with Section 1017 hereof.

          "Rule 144A" means Rule 144A under the Securities Act, as amended from
time to time.

          "Rule 144A Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Securities sold in reliance on Rule 144A under the Securities Act.

          "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

          "Sale and Leaseback Transaction" means arrangement whereby property of
the Company or any Restricted Subsidiary is transferred or otherwise disposed of
to another Person more than 270 days after the acquisition thereof or the
completion of construction or commencement of operation thereof, and the Company
or a Restricted Subsidiary leases such property from such Person. The stated
maturity of such arrangement will be deemed to be the date of the last payment
of rent or any other amount due under such arrangement prior to the first date
on which such arrangement may be terminated by the lessee without payment of a
penalty. Sale and Leaseback Transactions between or among the Company and its
Restricted Subsidiaries shall not be deemed a "Sale and Leaseback Transaction"
hereunder.

          "Securities" shall have the meaning set forth in the Recitals. The
Initial Securities and the Additional Securities shall be treated as a single
class for all purposes under this Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated by the Commission
thereunder.

          "Securitization Entity" means a Wholly Owned Restricted Subsidiary of
the Company that engages in no activities other than in connection with the
financing of accounts receivable, chattel paper and related assets and that is
designated by the Board of Directors of the Company (as provided below) as a
Securitization Entity (a) no portion of the Indebtedness or any other
obligations (contingent or otherwise) of which (i) is guaranteed by the Company
or any other Restricted Subsidiary (excluding guarantees of obligations (other
than the principal of, and interest on, Indebtedness) pursuant to Standard
Securitization Undertakings), (ii) is recourse to or obligates the Company or
any other Restricted Subsidiary in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property or assets of the
Company or any other Restricted Subsidiary of the Company, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, other than
pursuant to Standard Securitization Undertakings, (b) with which neither the
Company nor any other Restricted Subsidiary has any material contract,
agreement, arrangement or understanding other than

                                     - 25 -
<Page>

on terms no less favorable to the Company or such Restricted Subsidiary than
those that might be obtained at the time from Persons that are not Affiliates of
the Company, other than fees payable in the ordinary course of business in
connection with servicing receivables, chattel paper and related assets of such
entity, and (c) to which neither the Company nor any Restricted Subsidiary
(other than such entity) has any obligation to maintain or preserve such
entity's financial condition or cause such entity to achieve certain levels of
operating results. Any such designation by the Board of Directors of the Company
shall be evidenced to the Trustee by filing with the Trustee a certified copy of
the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions.

          "Senior Guarantor Indebtedness" means (a) with respect to any
Guarantor, all obligations (including principal, premium, if any, interest
(including interest accruing after the filing of a petition initiating any
proceeding under any state, federal or foreign Bankruptcy Law, whether or not
allowed or allowable as a claim in any such proceeding), fees, charges,
expenses, indemnities and other amounts payable from time to time) arising under
the Credit Agreement or any guarantee, security or collateral documents relating
thereto, all amounts that may be or become available for drawings under all
letters of credit outstanding under the Credit Agreement, and all obligations
arising under Commodity Price Protection Agreements, Currency Hedging Agreements
and Interest Rate Agreements, in each case, whether at any time owing, actually
or contingent, and (b) the principal of, premium, if any, and interest
(including interest accruing after the filing of a petition initiating any
proceeding under any state, federal or foreign Bankruptcy Law, whether or not
allowed or allowable as a claim in any such proceeding) on any Indebtedness of
any Guarantor (other than as otherwise provided in this definition), whether
outstanding on the Issue Date or thereafter created, incurred or assumed, and
whether at any time owing, actually or contingent, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing such Indebtedness
or pursuant to which such Indebtedness is outstanding expressly provides that
such Indebtedness shall not be senior in right of payment to any Guarantee.

          Notwithstanding anything else herein to the contrary, Senior Guarantor
Indebtedness shall not include:

                 (1)    Indebtedness evidenced by the Guarantees;

                 (2)    Indebtedness that is subordinate or junior in right of
     payment to any Indebtedness of any Guarantor (it being understood and
     agreed that for purposes of the foregoing no Indebtedness shall be deemed
     to be subordinated in right of payment to any other Indebtedness solely by
     virtue of being secured by a junior priority Lien or by virtue of the fact
     that the Holders of such Indebtedness have entered into intercreditor
     agreements or other arrangements giving one or more such Holders priority
     over the other Holders in collateral held by them);

                 (3)    Indebtedness which when incurred and without respect to
     any election under Section 1111(b) of Title 11 United States Code, is
     without recourse to any Guarantor;

                 (4)    Indebtedness which is represented by Redeemable Capital
     Stock;

                 (5)    any liability for foreign, federal, state, local or
     other taxes owed or owing by any Guarantor to the extent such liability
     constitutes Indebtedness;

                 (6)    Indebtedness of any Guarantor to a Subsidiary or any
     other Affiliate of

                                     - 26 -
<Page>

     the Company (other than a lender under a Credit Facility or an Affiliate of
     such lender with respect to Indebtedness incurred prior to or concurrent
     with such Person becoming an Affiliate) or any of such Affiliate's
     Subsidiaries;

                 (7)    to the extent it might constitute Indebtedness, amounts
     owing for goods, materials or services (including any guarantees thereof)
     purchased in the ordinary course of business or consisting of trade
     accounts payable owed or owing by such Guarantor, and amounts owed by such
     Guarantor for compensation to employees or services rendered to such
     Guarantor;

                 (8)    that portion of any Indebtedness which at the time of
     issuance is issued in violation of this Indenture; and

                 (9)    Indebtedness evidenced by any guarantee of any
     Subordinated Indebtedness or Pari Passu Indebtedness.

          Obligations constituting Senior Guarantor Indebtedness shall continue
to constitute Senior Guarantor Indebtedness for all purposes, notwithstanding
that such Senior Guarantor Indebtedness or any claim in respect thereof may be
disallowed, avoided, or subordinated pursuant to any Bankruptcy Law (i) as a
claim for unmatured interest, (ii) as a fraudulent transfer or conveyance or
(iii) otherwise.

          "Senior Indebtedness" means (a) all obligations (including principal,
premium, if any, interest (including interest accruing after the filing of a
petition initiating any proceeding under any state, federal or foreign
Bankruptcy Law, whether or not allowed or allowable as a claim in any such
proceeding), fees, charges, expenses, indemnities and other amounts payable from
time to time) arising under the Credit Agreement or any guarantee, security or
collateral documents relating thereto, all amounts that may be or become
available for drawings under all letters of credit outstanding under the Credit
Agreement, and all obligations arising under Commodity Price Protection
Agreements, Currency Hedging Agreements or Interest Rate Agreements, in each
case, whether at any time owing, actually or contingent, and (b) the principal
of, premium, if any, and interest (including interest, accruing after the filing
of a petition initiating any proceeding under any state, federal or foreign
Bankruptcy Law, whether or not allowed or allowable as a claim in any such
proceeding) on any of the Company's Indebtedness (other than as otherwise
provided in this definition), in each case of clauses (a) and (b) whether
outstanding on the Issue Date or thereafter created, incurred or assumed, and
whether at any time owing, actually or contingent, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing such Indebtedness
or pursuant to which such Indebtedness is outstanding expressly provides that
such Indebtedness shall not be senior or shall be subordinated in right of
payment to the Securities. Notwithstanding anything else herein to the contrary,
Senior Indebtedness shall not include:

                 (1)    Indebtedness that is subordinate or junior in right of
     payment to any of the Company's Indebtedness (it being understood and
     agreed that for purposes of this Indenture, no Indebtedness shall be deemed
     to be subordinated in right of payment to any other Indebtedness solely by
     virtue of being secured by a junior priority Lien or by virtue of the fact
     that the holders of such Indebtedness have entered into intercreditor
     agreements or other arrangements giving one or more such holders priority
     over the other holders in collateral held by them);

                                     - 27 -
<Page>

                 (2)    Indebtedness which when incurred and without respect to
     any election under Section 1111(b) of Title 11 United States Code, is
     without recourse to the Company or any Restricted Subsidiary;

                 (3)    Indebtedness which is represented by Redeemable Capital
     Stock;

                 (4)    any liability for foreign, federal, state, local or
     other taxes owed or owing by the Company;

                 (5)    Indebtedness of the Company to a Subsidiary or any other
     Affiliate of the Company (other than a lender under a Credit Facility or an
     Affiliate of such lender with respect to Indebtedness incurred prior to or
     concurrent with such Person becoming an Affiliate);

                 (6)    to the extent it might constitute Indebtedness, amounts
     owing for goods, materials or services (including any guarantees thereof)
     purchased in the ordinary course of business or consisting of trade
     accounts payable owed or owing by the Company, and amounts owed by the
     Company for compensation to employees or services rendered to the Company;

                 (7)    that portion of any Indebtedness which at the time of
     issuance is issued in violation of this Indenture; and

                 (8)    Indebtedness evidenced by any guarantee of any
     Subordinated Indebtedness or Pari Passu Indebtedness.

          Obligations constituting Senior Indebtedness shall continue to
constitute Senior Indebtedness for all purposes, notwithstanding that such
Senior Indebtedness or any claim in respect thereof may be disallowed, avoided,
or subordinated pursuant to any Bankruptcy Law (i) as a claim for unmatured
interest, (ii) as a fraudulent transfer or conveyance or (iii) otherwise.

          "Senior Representative" means the Agent Bank or the trustee, agent or
representative for any Designated Senior Indebtedness or, in the absence
thereof, the Holders of a majority in principal amount of such Designated Senior
Indebtedness.

          "Shelf Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

          "Senior Securities" means the Senior Securities due 2012 issued by the
Company pursuant to the Senior Securities Indenture.

          "Senior Securities Indenture" means the indenture governing Senior
Securities.

          "Significant Subsidiary" means (1) any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Regulation S-X promulgated
pursuant to the Securities Act as such Regulation is in effect on the Issue Date
and (2) any Restricted Subsidiary that, when aggregated with all other
Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as
to which any event described in clause (7) or (8) under Section 501 has occurred
and is continuing, would constitute a Significant Subsidiary under clause (1) of
this definition.

                                     - 28 -
<Page>

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Company pursuant to Section 309.

          "Standard Securitization Undertakings" means representations,
warranties, guarantees, covenants and indemnities entered into by the Company or
any Restricted Subsidiary that are reasonably customary in securitization
transactions relating to accounts receivable, chattel paper and related assets
in connection with a Permitted Securitization Transaction.

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

          "Stock Purchase Agreement" means the agreement dated April 4, 2004, as
amended, among the Company, J.C. Penney Company, Inc., a Delaware corporation,
and TDI Consolidated Corporation, a Delaware corporation, entered into in
connection with the Acquisition.

          "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor subordinated in right of payment to the Securities or a Guarantee, as
the case may be.

          "Subsidiary" of a Person means

                 (1)    any corporation more than 50% of the outstanding voting
     power of the Voting Stock of which is owned or controlled, directly or
     indirectly, by such Person or by one or more other Subsidiaries of such
     Person, or by such Person and one or more other Subsidiaries thereof, or

                 (2)    any limited partnership of which such Person or any
     Subsidiary of such Person is a general partner, or

                 (3)    any other Person in which such Person, or one or more
     other Subsidiaries of such Person, or such Person and one or more other
     Subsidiaries, directly or indirectly, has more than 50% of the outstanding
     partnership or similar interests or has the power, by contract or
     otherwise, to direct or cause the direction of the policies, management and
     affairs thereof.

          "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 308 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

          "Taxing Authority" means any government or any political subdivision,
state, province or territory of or in a Taxing Jurisdiction or any authority or
agency therein or thereof having power to tax.

          "Taxing Jurisdiction" means Canada or any other jurisdiction in which
the Company or any Guarantor or any successor of the Company or any Guarantor is
organized, resident for tax purposes, engaged in business or generally subject
to tax on a net income basis, or from or through which any payment under the
Securities or any Guarantee is made, or any political subdivision, state,
province or territory thereof or therein.

                                     - 29 -
<Page>

          "Transactions" has the meaning as set forth in the offering memorandum
dated July 20, 2004 relating to the Securities.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, or any successor statute.

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

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

          "Unrestricted Global Securities" means one or more permanent Global
Securities in registered form representing the aggregate principal amount of
Exchange Securities exchanged for Initial Securities pursuant to the Exchange
Offer.

          "Unrestricted Subsidiary" means any Subsidiary of the Company (other
than a Guarantor) designated as such pursuant to and in compliance with Section
1017 hereof.

          "Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary
means Indebtedness of such Unrestricted Subsidiary

                 (1)    as to which neither the Company nor any Restricted
     Subsidiary is directly or indirectly liable (by virtue of the Company or
     any such Restricted Subsidiary being the primary obligor on, guarantor of,
     or otherwise liable in any respect to, such Indebtedness), except
     Guaranteed Debt of the Company or any Restricted Subsidiary to any
     Affiliate, in which case (unless the incurrence of such Guaranteed Debt
     resulted in a Restricted Payment at the time of incurrence) the Company
     shall be deemed to have made a Restricted Payment equal to the principal
     amount of any such Indebtedness to the extent guaranteed at the time such
     Affiliate is designated an Unrestricted Subsidiary and

                 (2)    which, upon the occurrence of a default with respect
     thereto, does not result in, or permit any holder of any Indebtedness of
     the Company or any Restricted Subsidiary to declare, a default on such
     Indebtedness of the Company or any Restricted Subsidiary or cause the
     payment thereof to be accelerated or payable prior to its Stated Maturity;
     PROVIDED that notwithstanding the foregoing any Unrestricted Subsidiary may
     guarantee the Securities.

                                     - 30 -
<Page>

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

          "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary all
the Capital Stock of which (other than (a) directors' qualifying shares and (b)
Capital Stock or other ownership interests issued to a Person other than the
Company or a Wholly Owned Restricted Subsidiary of the Company in connection
with a Permitted Securitization Transaction for the purpose of establishing
independence and not in order to provide substantive economic or controlling
voting interests to such Person) is owned by the Company or another Wholly Owned
Restricted Subsidiary.

     SECTION 102.  OTHER DEFINITIONS.

<Table>
<Caption>
          Term                                                                  Defined in Section
          ----                                                                  ------------------
          <S>                                                                   <C>
          "Act"                                                                 105
          "Additional Amounts"                                                  1101
          "Agent Members"                                                       306
          "Change of Control Offer"                                             1014
          "Change of Control Purchase Date"                                     1014
          "Change of Control Purchase Notice"                                   1014
          "Change of Control Purchase Price"                                    1014
          "control"                                                             101 ("Affiliate")
          "CUSIP"                                                               310
          "covenant defeasance"                                                 403
          "DBRS"                                                                101 ("Cash Equivalents")
          "Defaulted Interest"                                                  309
          "defeasance"                                                          402
          "Defeasance Redemption Date"                                          404
          "Defeased Securities"                                                 401
          "Designation"                                                         1017
          "Designation Amount"                                                  1017
          "Documentary Taxes"                                                   1101
          "DTC"                                                                 101 ("Depositary")
          "Event of Default"                                                    501
          "Excess Proceeds"                                                     1012
          "Excluded Holder"                                                     1101
          "incur"                                                               1008
          "Initial Period"                                                      1303
          "maximum fixed repurchase price"                                      101 ("Indebtedness")
          "Non-payment Default"                                                 1303
          "Offer"                                                               1012
          "Offer Date"                                                          1012
          "Offered Price"                                                       1012
          "Offshore Transaction"                                                202
          "Pari Passu Debt Amount"                                              1012
          "Pari Passu Offer"                                                    1012
</Table>

                                     - 31 -
<Page>

<Table>
          <S>                                                                   <C>
          "Payment Blockage Notice"                                             1303
          "Payment Blockage Period"                                             1303
          "Payment Default"                                                     1303
          "Permitted Guarantor Junior Securities"                               1417
          "Permitted Indebtedness"                                              1008
          "Permitted Junior Securities"                                         1302
          "Permitted Payment"                                                   1009
          "Private Placement Legend"                                            202
          "Purchase Money Security Agreement"                                   101 ("Purchase Money Obligation")
          "Qualified Institutional Buyer"                                       202
          "Restricted Payments"                                                 1009
          "Restricted Period"                                                   201
          "restricted security"                                                 307
          "Revocation"                                                          1017
          "Security Amount"                                                     1012
          "Security Register"                                                   305
          "Security Registrar"                                                  305
          "Special Payment Date"                                                309
          "Surviving Entity"                                                    801
          "Surviving Guarantor Entity"                                          801
          "transfer"                                                            101 ("Asset Sale")
          "U.S. Person"                                                         202
</Table>

     SECTION 103.  COMPLIANCE CERTIFICATES AND OPINIONS.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company and any Guarantor
(if applicable) and any other obligor on the Securities (if applicable) shall,
in each case at the request of the Trustee, furnish to the Trustee an Officers'
Certificate in a form and substance reasonably acceptable to the Trustee stating
that all conditions precedent, if any, provided for in this Indenture (including
any covenant compliance with which constitutes a condition precedent) relating
to the proposed action have been complied with, and an Opinion of Counsel in a
form and substance reasonably acceptable to the Trustee stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with.

          Every Officers' Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Indenture (other
than pursuant to Section 1021) shall include:

          (a)    a statement that each individual signing such certificate or
individual or firm signing such opinion has read and understands such covenant
or condition and the definitions herein relating thereto;

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

          (c)    a statement that, in the opinion of each such individual or
such firm, he or it has made such examination or investigation as is necessary
to enable him or it to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

                                     - 32 -
<Page>

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

     SECTION 104.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

          Any certificate of an officer of the Company, any Guarantor or other
obligor on the Securities may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless such
officer knows that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
such certificate or opinion may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company, any Guarantor or other obligor on the Securities
stating that the information with respect to such factual matters is in the
possession of the Company, any Guarantor or other obligor on the Securities,
unless such officer or counsel knows that the certificate or opinion or
representations with respect to such matters are erroneous. Opinions of Counsel
required to be delivered to the Trustee may have qualifications and assumptions
customary for opinions of the type required.

          Any certificate or opinion of an officer of the Company, any Guarantor
or other obligor on the Securities may be based, insofar as it relates to
accounting matters, upon a certificate or opinion of, or representations by, an
accountant or firm of accountants in the employ of the Company, unless such
officer knows that the certificate or opinion or representations with respect to
the accounting matters upon which his certificate or opinion may be based are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent with respect to the Company.

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

     SECTION 105.  ACTS OF HOLDERS.

          (a)    Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 105.

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          (b)    The ownership of Securities shall be proved by the Security
Register.

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

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

          (e)    If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of such Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall have no obligation to do so. Notwithstanding Trust
Indenture Act Section 316(c), any such record date shall be the record date
specified in or pursuant to such Board Resolution, which shall be a date not
more than 30 days prior to the first solicitation of Holders generally in
connection therewith and no later than the date such first solicitation is
completed.

          If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for purposes of determining
whether Holders of the requisite proportion of Securities then Outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for this purpose the
Securities then Outstanding shall be computed as of such record date; PROVIDED
that no such request, demand, authorization, direction, notice, consent, waiver
or other Act by the Holders on such record date shall be deemed effective unless
it shall become effective pursuant to the provisions of this Indenture not later
than six months after such record date.

          (f)    For purposes of this Indenture, any action by the Holders which
may be taken in writing may be taken by electronic means or as otherwise
reasonably acceptable to the Trustee.

     SECTION 106.  NOTICES, ETC., TO THE TRUSTEE, THE COMPANY AND ANY GUARANTOR.

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

          (a)    the Trustee by any Holder or by the Company or any Guarantor or
any other obligor on the Securities shall be sufficient for every purpose
(except as provided in Section 501(c)) hereunder if in writing and mailed,
first-class postage prepaid, or delivered by recognized overnight

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courier, to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Administration, or at any other address previously furnished in
writing to the Holders or the Company, any Guarantor or any other obligor on the
Securities by the Trustee or via facsimile transmission to (612) 667-9825; or

          (b)    the Company or any Guarantor by the Trustee or any Holder shall
be sufficient for every purpose (except as otherwise herein expressly provided)
hereunder if in writing and mailed, first-class postage prepaid, or delivered by
recognized overnight courier, to the Company or such Guarantor addressed to it
c/o The Jean Coutu Group (PJC) Inc., 530 Beriault Street, Longueuil, Quebec J4G
1S8, Attention: Caroline Guay, Director Legal Affairs, or via facsimile
transmission to Facsimile: (450) 646-5649 or at any other address previously
furnished in writing to the Trustee by the Company or such Guarantor with a copy
to McDermott, Will & Emery LLP, 2049 Century Park East, 34th Floor, Los Angeles,
California 90067-3208, Attention: Mark J. Mihanovic.

          No notice to the Trustee shall be deemed effective until it is
actually received by the Trustee.

     SECTION 107.  NOTICE TO HOLDERS; WAIVER.

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

          In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any event
as required by any provision of this Indenture, then any method of giving such
notice as shall be reasonably satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice.

     SECTION 108.  CONFLICT WITH TRUST INDENTURE ACT.

          If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

                                     - 35 -
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     SECTION 109.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

     SECTION 110.  SUCCESSORS AND ASSIGNS.

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

     SECTION 111.  SEPARABILITY CLAUSE.

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

     SECTION 112.  BENEFITS OF INDENTURE.

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

     SECTION 113.  GOVERNING LAW.

          THIS INDENTURE, THE SECURITIES AND THE GUARANTEES SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

     SECTION 114.  WAIVER OF JURY TRIAL.

          EACH OF THE COMPANY, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

     SECTION 115.  FORCE MAJEURE.

          In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations hereunder arising out of or
caused by, directly or indirectly, forces beyond its control, including, without
limitation strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances.

                                     - 36 -
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     SECTION 116.  LEGAL HOLIDAYS.

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

     SECTION 117.  INDEPENDENCE OF COVENANTS.

          All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

     SECTION 118.  SCHEDULES AND EXHIBITS.

          All schedules and exhibits attached hereto are by this reference made
a part hereof with the same effect as if herein set forth in full.

     SECTION 119.  COUNTERPARTS.

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

     SECTION 120.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR
STOCKHOLDERS.

          No director, officer, employee, member or stockholder of the Company
or any Guarantor, as such, will have any liability for any obligations of the
Company or the Guarantors under the Securities, this Indenture, the Guarantees,
or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Securities by accepting a Security waives and
releases the Company and each Guarantor from all such liability. The waiver and
release are part of the consideration for issuance of the Securities.

                                   ARTICLE TWO

                                 SECURITY FORMS

     SECTION 201.  FORMS GENERALLY.

          The Securities, the Guarantees and the Trustee's certificate of
authentication thereon shall be in substantially the forms set forth in this
Article Two, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted hereby and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange,
any organizational document or governing instrument or applicable law or as may,
consistently herewith, be determined by the officers executing such Securities
and Guarantees, as evidenced by their execution of the Securities and

                                     - 37 -
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Guarantees. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security.

          The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Securities
may be listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

          Securities offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more Rule 144A Global Securities, substantially
in the form set forth in Section 202, deposited upon issuance with the Trustee,
as custodian for the Depositary, registered in the name of the Depositary or its
nominee, in each case for credit to an account of a direct or indirect
participant of the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the Rule
144A Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary
or its nominee, as hereinafter provided.

          Securities offered and sold in reliance on Regulation S shall be
issued in the form of one or more Regulation S Global Securities, substantially
in the form set forth in Section 202, deposited upon issuance with the Trustee,
as custodian for the Depositary, registered in the name of the Depositary or its
nominee, in each case for credit by the Depositary to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided; PROVIDED, HOWEVER, that
upon such deposit through and including the 40th day after the later of the
commencement of the offering of such Securities and the original issue date of
such Securities (such period through and including such 40th day, the
"Restricted Period"), all such Securities shall be credited to or through
accounts maintained at the Depositary by or on behalf of Euroclear or
Clearstream unless exchanged for interests in the Rule 144A Global Securities in
accordance with the transfer and certification requirements described below. The
aggregate principal amount of the Regulation S Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

          Exchange Securities exchanged for Initial Securities shall be issued
initially in the form of one or more Unrestricted Global Securities,
substantially in the form set forth in Section 202, deposited upon issuance with
the Trustee, as custodian for the Depositary, registered in the name of the
Depositary or its nominee, in each case for credit to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Exchange Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary or its nominee, as hereinafter provided.

          With respect to any Additional Securities issued subsequent to the
date of this Indenture, (1) all references in Section 202 herein and elsewhere
in this Indenture to a Registration Rights Agreement shall be to the
registration rights agreement entered into with respect to such Additional
Securities, (2) any references in Section 202 and elsewhere in this Indenture to
the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration
Statement, Initial Purchasers, Registration Default, and any other term related
thereto shall be to such terms as they are defined in such registration rights
agreement entered into with respect to such Additional Securities, (3) all time
periods described in the Securities with respect to the registration of such
Additional

                                     - 38 -
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Securities shall be as provided in such registration rights agreement entered
into with respect to such Additional Securities and (4) all provisions of this
Indenture shall be construed and interpreted to permit the issuance of such
Additional Securities and to allow such Additional Securities to become fungible
and interchangeable with the Initial Securities originally issued under this
Indenture.

     SECTION 202.  FORM OF FACE OF SECURITY.

          (a)    The form of the face of any Initial Securities authenticated
and delivered hereunder shall be substantially as follows:

          Unless and until (i) an Initial Security is sold under an effective
Registration Statement or (ii) an Initial Security is exchanged for an Exchange
Security in connection with an effective Registration Statement, in each case
pursuant to the Registration Rights Agreement, and except to the extent
otherwise provided in Section 307(b) hereof, then such Initial Security shall
bear the legend set forth below (the "Private Placement Legend") on the face
thereof:

          THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
          SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
          PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
          TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
          THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
          IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH
          BELOW.

          BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
          (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
          RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")), (B) IT IS
          NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
          OFFSHORE TRANSACTION, OR (C) IT IS AN "INSTITUTIONAL
          ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1),(2), (3)
          OR (7) OF REGULATION D UNDER THE SECURITIES ACT) AND (2)
          AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY
          PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE
          ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
          COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
          THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) ONLY (A)
          TO THE COMPANY OR ANY SUBSIDIARY OF THE COMPANY, (B)
          PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
          EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
          SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
          INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY BELIEVES
          IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES

                                     - 39 -
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          FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
          INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
          TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE
          THE UNITED STATES PURSUANT TO OFFERS AND SALES TO NON-U.S.
          PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
          REGULATION S UNDER THE SECURITIES ACT, (E) TO AN
          INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT
          FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
          (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
          THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH
          OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D), (E) OR
          (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
          CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
          OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE
          THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
          OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
          THE TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS
          "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON"
          HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S
          UNDER THE SECURITIES ACT.

          [LEGEND IF SECURITY IS A GLOBAL SECURITY]

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
          INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
          NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A
          SUCCESSOR DEPOSITARY. 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 SECTIONS 306 AND 307 OF
          THIS INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
          CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
          REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH
          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

                                     - 40 -
<Page>

          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.

          [LEGEND IF SECURITY IS A REGULATION S GLOBAL SECURITY]

          THIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE
          MEANING OF THE INDENTURE REFERRED TO HEREIN. INTERESTS IN
          THIS REGULATION S GLOBAL SECURITY MAY NOT BE OFFERED OR SOLD
          TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S.
          PERSON PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD (AS
          DEFINED IN THIS INDENTURE), AND NO TRANSFER OR EXCHANGE OF
          AN INTEREST IN THIS REGULATION S GLOBAL SECURITY MAY BE MADE
          FOR AN INTEREST IN A RULE 144A GLOBAL SECURITY UNTIL AFTER
          THE TERMINATION OF THE RESTRICTED PERIOD OR AS OTHERWISE
          PERMITTED BY LAW AND CONTEMPLATED BY THIS INDENTURE.

                                     - 41 -
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                         THE JEAN COUTU GROUP (PJC) INC.

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

                    8 1/2% SENIOR SUBORDINATED NOTE DUE 2014

                                                        CUSIP NO. ______________

No. __________    $_________________

          The Jean Coutu Group (PJC) Inc., a corporation organized under the
laws of Quebec (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
______________ United States dollars on August 1, 2014, at the office or agency
of the Company referred to below, and to pay interest thereon from July 30,
2004, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually on February 1 and August 1 in each year,
commencing February 1, 2005 at the rate of 8 1/2% per annum, in United States
dollars, until the principal hereof is paid or duly provided for. Interest shall
be computed on the basis of a 360-day year comprised of twelve 30-day months.

          The Holder of this Initial Security is entitled to the benefits of a
Registration Rights Agreement among the Company, the Guarantors and the Initial
Purchasers, pursuant to which, subject to the terms and conditions thereof, the
Company and the Guarantors are obligated to consummate the Exchange Offer
pursuant to which the Holder of this Security (and the related Guarantees) shall
have the right to exchange this Security (and the related Guarantees) for 8 1/2%
Senior Subordinated Notes due 2014, and related guarantees (herein called the
"Exchange Securities") in like principal amount as provided therein. In
addition, the Company and the Guarantors have agreed to register the Securities
for resale under the Securities Act through a Shelf Registration Statement under
certain circumstances. The Initial Securities and the Exchange Securities are
together (including related Guarantees) referred to as the "Securities." The
Initial Securities rank PARI PASSU in right of payment with the Exchange
Securities. The interest rate on the Initial Securities may increase pursuant to
the terms set forth in the Registration Rights Agreement.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be January 15 or July 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Initial Securities, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by the Indenture not inconsistent with the requirements of such exchange, all as
more fully provided in the Indenture.

                                     - 42 -
<Page>

          Payment of the principal of, premium, if any, and interest on, this
Security, and exchange or transfer of the Security, will be made at the office
or agency of the Company in The City of New York maintained for that purpose
(which initially will be a corporate trust office of an affiliate of the
Trustee, Wells Fargo Corporate Trust, located at The Depository Trust Company,
1st Floor, TADS Dept., 55 Water Street, New York, NY 10041), or at such other
office or agency as may be maintained for such purpose, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that payment of interest
may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          This Security is entitled to the benefits of the Guarantees by the
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Fourteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature of an authorized
signatory, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.

                                     - 43 -
<Page>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

                                       THE JEAN COUTU GROUP (PJC) INC.


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

                                     - 44 -
<Page>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 8 1/2% Senior Subordinated Notes due 2014 referred
to in the within-mentioned Indenture.

                                       WELLS FARGO BANK, N.A., as Trustee


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

Dated:

                                     - 45 -
<Page>

OPTION OF HOLDER TO ELECT PURCHASE


          If you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1014, as applicable, of the Indenture, check the
Box: / /.

          If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1012 or Section 1014, as applicable, of the
Indenture, state the amount (in original principal amount):

                               $________________.


Date:                                     Your Signature:
      --------------------                                --------------------
(Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                    -------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                                     - 46 -
<Page>

                            [FORM OF TRANSFER NOTICE]


          FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

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

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

------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)


------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


------------------------------------------------------------
attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

          In connection with any transfer of this Security occurring prior to
the date which is the earlier of the date of an effective Registration Statement
or two years after the issuance of the relevant Securities, the undersigned
confirms that it has not utilized any general solicitation or general
advertising in connection with this Security that:

                                   [Check One]

/ /  (a)  this Security is being transferred in compliance with the exemption
          from registration under the Securities Act of 1933 provided by Rule
          144A thereunder.

                                       or

/ /  (b)  this Security is being transferred other than in accordance with (a)
          above and documents are being furnished which comply with the
          conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 307 of, and elsewhere
in, the Indenture shall have been satisfied.

Date:
     -------------------
                            -------------------------------------
                            NOTICE: The signature to this assignment
                            must correspond with the name as written upon
                            the face of the within-mentioned instrument in every
                            particular, without alteration or any change
                            whatsoever.

                                     - 47 -
<Page>

Signature Guarantee:
                     ------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

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

          The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      ------------------       -----------------------------------------------
                               NOTICE: To be executed by an authorized signatory

                                     - 48 -
<Page>

          (b)    The form of the face of any Exchange Securities authenticated
and delivered hereunder shall be substantially as follows:

          [LEGEND IF SECURITY IS A GLOBAL SECURITY]

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
          INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
          OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR
          DEPOSITARY. 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 SECTIONS
          306 AND 307 OF THE INDENTURE.

          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
          CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
          OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH 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.

                                     - 49 -
<Page>

                         THE JEAN COUTU GROUP (PJC) INC.

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

                    8 1/2% SENIOR SUBORDINATED NOTE DUE 2014

                                                        CUSIP NO. ______________

No. __________    $________________

          The Jean Coutu Group (PJC) Inc., a corporation organized under the
laws of Quebec (herein called the "Company," which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of
______________ United States dollars on August 1, 2014, at the office or agency
of the Company referred to below, and to pay interest thereon from July 30,
2004, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually on February 1 and August 1 in each year,
commencing February 1, 2005 at the rate of 8 1/2% per annum, in United States
dollars, until the principal hereof is paid or duly provided for; PROVIDED that
to the extent interest has not been paid or duly provided for with respect to
the Initial Security exchanged for this Exchange Security, interest on this
Exchange Security shall accrue from the most recent Interest Payment Date to
which interest on the Initial Security which was exchanged for this Exchange
Security has been paid or duly provided for. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

          This Exchange Security was issued pursuant to the Exchange Offer
pursuant to which the 8 1/2% Senior Subordinated Notes due 2014, and related
Guarantees (herein called the "Initial Securities") in like principal amount
were exchanged for the Exchange Securities and related Guarantees. The Exchange
Securities rank PARI PASSU in right of payment with the Initial Securities.

          For any period in which the Initial Security exchanged for this
Exchange Security was outstanding, additional interest may be due and owing on
the Initial Security in accordance with the terms of the Registration Rights
Agreement.

          The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest, which
shall be January 15 or July 15 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid, or duly provided for, and interest on such defaulted interest
at the interest rate borne by the Exchange Securities, to the extent lawful,
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security (or any
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by the Indenture not inconsistent with the requirements of such exchange, all as
more fully provided in the Indenture.

                                     - 50 -
<Page>

          Payment of the principal of, premium, if any, and interest on, this
Security, and exchange or transfer of the Security, will be made at the office
or agency of the Company in The City of New York maintained for such purpose
(which initially will be a corporate trust office of an affiliate of the
Trustee, Wells Fargo Corporate Trust, located at The Depository Trust Company,
1st Floor, TADS Dept., 55 Water Street, New York, NY 10041), or at such other
office or agency as may be maintained for such purpose, in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that payment of interest
may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security Register.

          Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          This Security is entitled to the benefits of the Guarantees by the
Guarantors of the punctual payment when due and performance of the Indenture
Obligations made in favor of the Trustee for the benefit of the Holders.
Reference is made to Article Fourteen of the Indenture for a statement of the
respective rights, limitations of rights, duties and obligations under the
Guarantees of the Guarantors.

          Unless the certificate of authentication hereon has been duly executed
by the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature of an authorized
signatory, this Security shall not be entitled to any benefit under the
Indenture, or be valid or obligatory for any purpose.

                                     - 51 -
<Page>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

                                           THE JEAN COUTU GROUP (PJC) INC.


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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 8 1/2% Senior Subordinated Notes due 2014 referred
to in the within-mentioned Indenture.

                                           WELLS FARGO BANK, N.A., as Trustee


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

                                     - 52 -
<Page>

OPTION OF HOLDER TO ELECT PURCHASE

          If you wish to have this Security purchased by the Company pursuant to
Section 1012 or Section 1014, as applicable, of the Indenture, check the
Box: / /.

          If you wish to have a portion of this Security purchased by the
Company pursuant to Section 1012 or Section 1014 as applicable, of the
Indenture, state the amount (in original principal amount):

                                $______________.


Date:                         Your Signature:
       -------------------                    ---------------------------
(Sign exactly as your name appears on the other side of this Security)


Signature Guarantee:
                      -------------------------------

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

                                     - 53 -
<Page>

                         FORM OF TRANSFEREE CERTIFICATE

I OR WE ASSIGN AND TRANSFER THIS SECURITY TO:

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


________________________________________________________________________________

________________________________________________________________________________

Print or type name, address and zip code of assignee and irrevocably
appoint__________________________________________________________________


[Agent], to transfer this Security on the books of the Company. The Agent may
substitute another to act for him.

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


[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15]

                                     - 54 -
<Page>

     SECTION 203.  FORM OF REVERSE OF SECURITIES.

          (a)    The form of the reverse of the Initial Securities shall be
substantially as follows:

                         THE JEAN COUTU GROUP (PJC) INC.

                    8 1/2% Senior Subordinated Note due 2014

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 8 1/2% Senior Subordinated Notes due 2014 (herein
called the "Initial Securities"), issued under and subject to the terms of an
indenture (herein called the "Indenture") dated as of July 30, 2004, among the
Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

          The Company may, from time to time, without notice to or the consent
of the Holders of the Securities, create and issue Additional Securities under
the Indenture ranking equally with the Initial Securities in all respects (or in
all respects other than the payment of interest accruing prior to the issue date
of such Additional Securities or except for the first payment of interest
following the issue date of such Additional Securities), subject to the
limitations described in Section 1008 of the Indenture. Such Additional
Securities will be consolidated and form a single series with the Initial
Securities and have the same terms as to status, redemption or otherwise as the
Initial Securities.

          The Securities are subject to redemption at any time on or after
August 1, 2009, at the option of the Company, in whole or in part, on not less
than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral
multiple thereof, at the following Redemption Prices (expressed as percentages
of the principal amount), if redeemed during the 12-month period beginning
August 1 of the years indicated below:

<Table>
<Caption>
                                                          Redemption
                 Year                                        Price
                 ----                                     ----------
                 <S>                                       <C>
                 2009                                      104.250%
                 2010                                      102.833%
                 2011                                      101.417%
                 2012 and thereafter                       100.000%
</Table>

of the principal amount, in each case, together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          In addition, at any time prior to August 1, 2007, the Company, at its
option, may use the net proceeds of one or more Equity Offerings to redeem on
one or more occasions up to an aggregate of 35% of the aggregate principal
amount of Securities originally issued under the Indenture at a Redemption Price
equal to 108.500% of the aggregate principal amount of the Securities redeemed,
plus accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date). At least 65% of

                                     - 55 -
<Page>

the initial aggregate principal amount of Securities must remain outstanding
immediately after the occurrence of such redemption. In order to effect this
redemption, the Company must mail a notice of redemption no later than 30 days
after the closing of the related Equity Offering and must complete such
redemption within 90 days of the closing of the Equity Offering.

          The Company will also have the right to redeem the Securities upon
certain tax events as described in Section 1102.

          If less than all the Securities are to be redeemed, the Trustee shall
select the Securities to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which the Securities are
listed, or if the Securities are not listed, on a pro rata basis, by lot or by
any other method the Trustee shall deem fair and reasonable. Securities redeemed
in part must be redeemed only in integral multiples of $1,000. Redemption
pursuant to the provisions of Section 1103(b) relating to an Equity Offering
must be made on a pro rata basis or on as nearly a pro rata basis as practicable
(subject to the procedures of DTC or any other depositary).

          Upon the occurrence of a Change of Control, each Holder may require
the Company to purchase such Holder's Securities in whole or in part in integral
multiples of $1,000, at a purchase price in cash in an amount equal to 101% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
date of purchase, pursuant to a Change of Control Offer in accordance with the
procedures set forth in the Indenture.

          Under certain circumstances described in the Indenture, the Company
will be required to apply the proceeds of Asset Sales to make an offer to repay
the Securities and Pari Passu Indebtedness.

          In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

          In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

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

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case, upon compliance with
certain conditions set forth therein.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders, certain amendments
which require the consent of all the Holders and certain amendments which
require the consent of the Holders of Senior Indebtedness and Senior Guarantor
Indebtedness) as therein provided, the amendment thereof and the modification of
the rights

                                     - 56 -
<Page>

and obligations of the Company and the Guarantors and the rights of the Holders
under the Indenture and the Securities and the Guarantees at any time by the
Company and the Trustee with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting, with certain exceptions
(including certain waivers which require the consent of all of the Holders) as
therein provided, the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all the Securities, to waive compliance by the Company and the Guarantors with
certain provisions of the Indenture and the Securities and the Guarantees and
certain past Defaults under the Indenture and the Securities and the Guarantees
and their consequences. Any such consent or waiver by or on behalf of the Holder
of this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.

          The Initial Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash or Cash Equivalents of all Senior
Indebtedness. Each of the Company and the Guarantors agrees, and each Holder by
accepting a Note agrees, to the subordination provisions contained in this
Indenture and authorizes the Trustee to give them effect and appoints the
Trustee as attorney-in-fact for such purpose.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Securities (in the event such Guarantor or
such other obligor is obligated to make payments in respect of the Securities),
which is joint and several, full, absolute and unconditional, to pay the
principal of, premium, if any, and interest on, this Security at the times,
place, and rate, and in the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

          Certificated securities may not be transferred to beneficial holders
in exchange for their beneficial interests in the Rule 144A Global Securities,
the Regulation S Global Securities or the IAI Global Securities unless (i) the
Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a
clearing agency registered as such under the Exchange Act, and in either case
the Company fails to appoint a successor Depositary within 90 days, (ii) the
Company, at its option, notifies the Trustee in writing that it elects to cause
the issuance of the Securities in certificated form or (iii) there shall have
occurred and be continuing an Event of Default or any event which after notice
or lapse of time or both would be an Event of Default with respect to such
Global Security. Upon any such issuance, the Trustee is required to register
such certificated Initial Securities in the name of, and cause the same to be
delivered to, such Person or Persons (or the nominee of any thereof). All such
certificated Initial Securities would be required to include the Private
Placement Legend unless the Legend is not required by applicable law.

                                     - 57 -
<Page>

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

          At any time when the Company is not subject to Section 13 or 15(d) of
the Exchange Act, upon the written request of a Holder of an Initial Security,
the Company will promptly furnish or cause to be furnished such information as
is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any
successor provision thereto) to such Holder or to a prospective purchaser of
such Initial Security who such Holder informs the Company is reasonably believed
to be a "Qualified Institutional Buyer" within the meaning of Rule 144A under
the Securities Act in order to permit compliance by such Holder with Rule 144A
under the Securities Act.

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

          THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES
THEREOF.

          All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

          (b)    The form of the reverse of the Exchange Securities shall be
substantially as follows:

                         THE JEAN COUTU GROUP (PJC) INC.

                    8 1/2% Senior Subordinated Note due 2014

          This Security is one of a duly authorized issue of Securities of the
Company designated as its 8 1/2% Senior Subordinated Notes due 2014 (herein
called the "Exchange Securities"), issued under and subject to the terms of an
indenture (herein called the "Indenture") dated as of July 30, 2004, among the
Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, the
Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

          The Company may, from time to time, without notice to or the consent
of the Holders of the Securities, create and issue Additional Securities under
the Indenture ranking equally with the

                                     - 58 -
<Page>

Initial Securities in all respects (or in all respects other than the payment of
interest accruing prior to the issue date of such Additional Securities or
except for the first payment of interest following the issue date of such
Additional Securities), subject to the limitations described in Section 1008 of
the Indenture. Such Additional Securities will be consolidated and form a single
series with the Initial Securities and have the same terms as to status,
redemption or otherwise as the Initial Securities.

          The Securities are subject to redemption at any time on or after
August 1, 2009, at the option of the Company, in whole or in part, on not less
than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an integral
multiple thereof, at the following Redemption Prices (expressed as percentages
of the principal amount), if redeemed during the 12-month period beginning
August 1 of the years indicated below:

<Table>
<Caption>
                                                         Redemption
                 Year                                       Price
                 ----                                    -----------
                 <S>                                       <C>
                 2009                                      104.250%
                 2010                                      102.833%
                 2011                                      101.417%
                 2012 and thereafter                       100.000%
</Table>

of the principal amount, in each case, together with accrued and unpaid
interest, if any, to the Redemption Date (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          In addition, at any time prior to August 1, 2007, the Company, at its
option, may use the net proceeds of one or more Equity Offerings to redeem on
one or more occasions up to an aggregate of 35% of the aggregate principal
amount of Securities originally issued under this Indenture at a Redemption
Price equal to 108 1/2% of the aggregate principal amount of the Securities
redeemed, plus accrued and unpaid interest, if any, to the Redemption Date
(subject to the rights of Holders of record on relevant record dates to receive
interest due on an Interest Payment Date). At least 65% of the initial aggregate
principal amount of Securities must remain outstanding immediately after the
occurrence of such redemption. In order to effect this redemption, the Company
must mail a notice of redemption no later than 30 days after the closing of the
related Equity Offering and must complete such redemption within 90 days of the
closing of the Equity Offering.

          The Company will also have the right to redeem the Securities upon
certain tax events as described in Section 1102.

          If less than all the Securities are to be redeemed, the Trustee shall
select the Securities or portions thereof to be redeemed in compliance with the
requirements of the principal national security exchange, if any, on which the
Securities are listed, or if the Securities are not listed, on a pro rata basis,
by lot or by any other method the Trustee shall deem fair and reasonable.
Securities redeemed in part must be redeemed only in integral multiples of
$1,000. Redemption pursuant to the provisions of Section 1103(b) relating to an
Equity Offering must be made on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of DTC or any other depositary).

          Upon the occurrence of a Change of Control, each Holder may require
the Company to purchase such Holder's Securities in whole or in part in integral
multiples of $1,000, at a purchase price in cash in an amount equal to 101% of
the principal amount thereof, plus accrued and unpaid

                                     - 59 -
<Page>

interest, if any, to the date of purchase, pursuant to a Change of Control Offer
in accordance with the procedures set forth in the Indenture.

          Under certain circumstances described in the Indenture, the Company
will be required to apply the proceeds of Asset Sales to make an offer to repay
the Securities and Pari Passu Indebtedness.

          In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

          In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

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

          The Indenture contains provisions for defeasance at any time of (a)
the entire Indebtedness on the Securities and (b) certain restrictive covenants
and related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

          The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders, certain amendments
which require the consent of all the Holders and certain amendments which
require the consent of the Holders of Senior Indebtedness and Senior Guarantor
Indebtedness) as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the Guarantors and the rights of
the Holders under the Indenture and the Securities and the Guarantees at any
time by the Company and the Trustee with the consent of the Holders of at least
a majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting, with certain
exceptions (including certain waivers which require the consent of all of the
Holders) as therein provided, the Holders of at least a majority in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company and the
Guarantors with certain provisions of the Indenture and the Securities and the
Guarantees and certain past Defaults under the Indenture and the Securities and
the Guarantees and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this
Security.

          The Exchange Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full in cash or Cash Equivalents of all Senior
Indebtedness. Each of the Company and the Guarantors agrees, and each Holder by
accepting a Note agrees, to the subordination provisions contained in this
Indenture and authorizes the Trustee to give them effect and appoints the
Trustee as attorney-in-fact for such purpose.

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          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, any
Guarantor or any other obligor on the Securities (in the event such Guarantor or
such other obligor is obligated to make payments in respect of the Securities),
which is joint and several, full, absolute and unconditional, to pay the
principal of, and premium, if any, and interest on, this Security at the times,
place, and rate, and in the coin or currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or its attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

          Certificated securities may not be transferred to all beneficial
holders in exchange for their beneficial interests in the Exchange Securities
unless (i) the Depositary (A) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security or (B) has ceased to
be a clearing agency registered as such under the Exchange Act, and in either
case the Company fails to appoint a successor Depositary within 90 days, (ii)
the Company, at its option, notifies the Trustee in writing that it elects to
cause the issuance of the Securities in certificated form or (iii) there shall
have occurred and be continuing an Event of Default or any event which after
notice or lapse of time or both would be an Event of Default with respect to
such Global Security. Upon any such issuance, the Trustee is required to
register such certificated Exchange Securities in the name of, and cause the
same to be delivered to, such Person or Persons (or the nominee of any thereof).

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

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and neither the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

          THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

          All terms used in this Security which are defined in the Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

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     SECTION 204.  FORM OF GUARANTEE.

          The form of Guarantee shall be set forth on the Securities (including
both Initial Securities and Exchange Securities) substantially as follows:

                                    GUARANTEE

          For value received, each of the undersigned hereby absolutely, fully
and unconditionally and irrevocably guarantees, jointly and severally with each
other Guarantor, to the holder of this Security the payment of principal of,
premium, if any, and interest on this Security upon which these Guarantees are
endorsed in the amounts and at the time when due and payable whether by
declaration thereof, or otherwise, and interest on the overdue principal and
interest, if any, of this Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the Securities, to
the holder of this Security and the Trustee, all in accordance with and subject
to the terms and limitations of this Security and Article Fourteen of the
Indenture. This Guarantee will not become effective until the Trustee duly
executes the certificate of authentication on this Security. These Guarantees
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to conflict of law principles thereof. The Indebtedness
evidenced by these Guarantees is, to the extent and in the manner provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full in cash or Cash Equivalents of all Senior Guarantor Indebtedness,
whether outstanding on the date of the Indenture or thereafter, and the
Guarantees are issued subject to such provisions.

Dated:

                                           [Name of Guarantor]


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

                                  ARTICLE THREE

                                 THE SECURITIES

     SECTION 301.  TITLE AND TERMS.

          The initial aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is $850,000,000 in principal
amount of Securities, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1014 or 1110.
Notwithstanding the foregoing, the Company may, from time to time, without
notice to or the consent of the Holders of Securities, create and issue an
unlimited amount of Additional Securities under this Indenture ranking equally
with the Initial Securities in all respects (or in all respects other than the
payment of interest accruing prior to the issue date of such Additional
Securities or except for the first payment of interest following the issue date
of such Additional Securities), subject to the limitations described in Section
1008 hereof. Such Additional Securities will be consolidated and form a single

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series with the Initial Securities and have the same terms as to status,
redemption or otherwise as the Initial Securities.

          The Securities shall be known and designated as the "8 1/2% Senior
Subordinated Notes due 2014" of the Company. The Stated Maturity of the
Securities shall be August 1, 2014, and the Securities shall each bear interest
at the rate of 8 1/2% per annum, as such interest rate may be adjusted as set
forth in the Securities, from July 30, 2004, or from the most recent Interest
Payment Date to which interest has been paid, payable semiannually on February 1
and August 1 in each year, commencing February 1, 2005, until the principal
thereof is paid or duly provided for. Interest on any overdue principal,
interest (to the extent lawful) or premium, if any, shall be payable on demand.

          The principal of, premium, if any, and interest on, the Securities
shall be payable and the Securities shall be exchangeable and transferable at an
office or agency of the Company in The City of New York maintained for such
purposes (which initially will be a corporate trust office of an affiliate of
the Trustee, Wells Fargo Corporate Trust, located at The Depository Trust
Company, 1st Floor, TADS Dept., 55 Water Street, New York, NY 10041 ); PROVIDED,
HOWEVER, that payment of interest may be made at the option of the Company by
check mailed to addresses of the Persons entitled thereto as shown on the
Security Register.

          For all purposes hereunder, the Initial Securities and the Exchange
Securities will be treated as one class and are together referred to as the
"Securities." The Initial Securities rank PARI PASSU in right of payment with
the Exchange Securities.

          The Securities shall be subject to repurchase by the Company pursuant
to an Offer as provided in Section 1012.

          Holders shall have the right to require the Company to purchase their
Securities, in whole or in part, in the event of a Change of Control pursuant to
Section 1014.

          The Securities shall be redeemable as provided in Article Eleven and
in the Securities.

          The Indebtedness evidenced by the Securities shall rank junior to and
be subordinated in right of payment to the prior payment in full in cash or Cash
Equivalents of all other Senior Indebtedness as provided in Article Thirteen.

          At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.

     SECTION 302.  DENOMINATIONS.

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

     SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          The Securities shall be executed on behalf of the Company by one of
its Chairman of the Board, its President, its Chief Executive Officer, its Chief
Financial Officer or one of its Vice Presidents. The signatures of any of these
officers on the Securities may be manual or facsimile.

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee (with Guarantees endorsed thereon if required pursuant to the
provisions of this Indenture) for authentication, together with a Company Order
for the authentication and delivery of such Securities; and the Trustee in
accordance with such Company Order shall authenticate and deliver such
Securities as provided in this Indenture and not otherwise.

          Each Security shall be dated the date of its authentication.

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

          In case the Company or any Guarantor, pursuant to Article Eight,
shall, in a single transaction or through a series of related transactions, be
consolidated or merged with or into any other Person or shall sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person, and the successor Person resulting from
such consolidation or surviving such merger, or into which the Company or such
Guarantor shall have been merged, or the successor Person which shall have
participated in the sale, assignment, conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article Eight, any of the Securities authenticated
or delivered prior to such consolidation, merger, sale, assignment, conveyance,
transfer, lease or other disposition may, from time to time, at the request of
the successor Person, be exchanged for other Securities executed in the name of
the successor Person with such changes in phraseology and form as may be
appropriate, but otherwise in substance of like tenor as the Securities
surrendered for such exchange and of like principal amount; and the Trustee,
upon the request of the successor Person, shall authenticate and deliver
Securities as specified in such request for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 303 in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time Outstanding for Securities authenticated
and delivered in such new name.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities on behalf of the Trustee. Unless limited by
the terms of such 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 has the same rights as any Security Registrar or Paying
Agent to deal with the Company and the Guarantors.

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     SECTION 304.  TEMPORARY SECURITIES.

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

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

     SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

          The Company shall cause the Trustee to keep, so long as it is the
Security Registrar, at the Corporate Trust Office of the Trustee, or such other
office as the Trustee may designate, a register (the register maintained in such
office or in any other office or agency designated pursuant to Section 1002
being herein sometimes referred to as the "Security Register") in which, subject
to such reasonable regulations as the Security Registrar may prescribe, the
Company shall provide for the registration of Securities and of transfers of
Securities. The Company hereby appoints the Trustee to initially be the
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided. The Company may change the Security Registrar or
appoint one or more co-Security Registrars with notice to the Trustee.

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

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

          At the option of the Holder, Securities of any authorized denomination
or denominations may be exchanged for other Securities of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver,
Securities of the same series which the Holder making the exchange is entitled
to receive; PROVIDED that no exchange of Initial Securities for Exchange
Securities shall occur until an Exchange Offer Registration Statement shall have
been declared effective by the Commission and the Exchange Offer

                                     - 65 -
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shall have expired; and PROVIDED, FURTHER, HOWEVER that the Initial Securities
exchanged for the Exchange Securities shall be canceled.

          All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
Indebtedness, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

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

          No service charge shall be made to a Holder for any registration of
transfer, exchange or redemption of Securities, except for any tax or other
governmental charge that may be imposed in connection therewith, other than
exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or 1110 not
involving any transfer.

          The Company shall not be required (a) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the mailing of a notice of redemption of the Securities selected
for redemption under Section 1106 and ending at the close of business on the day
of such mailing or (b) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
Securities being redeemed in part.

          Every Security shall be subject to the restrictions on transfer
provided in the legend required to be set forth on the face of each Security
pursuant to Section 202, and the restrictions set forth in this Section 305, and
the Holder of each Security, by such Holder's acceptance thereof (or interest
therein), agrees to be bound by such restrictions on transfer.

          Except as provided in Section 306(b) hereof, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section 305,
Section 304, 308, 906 or 1110 or otherwise, shall also be a Global Security and
bear the legend specified in Section 202.

     SECTION 306.  BOOK ENTRY PROVISIONS FOR GLOBAL SECURITIES.

          (a)    Each Global Security initially shall (i) be registered in the
name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be deposited with, or on behalf of, the Depositary or with the
Trustee as custodian for such Depositary and (iii) bear legends as set forth in
Section 202.

          Members of, or participants in, the Depositary ("Agent Members") shall
have no rights under this Indenture with respect to any Global Security held on
their behalf by the Depositary, or the Trustee as its custodian, or under such
Global Security, and the Depositary may be treated by the Company, the
Guarantors, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Guarantors, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the

                                     - 66 -
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Depositary or shall impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
Holder of any Security.

          (b)    Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary (A) has notified the Company that it
is unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered as such under the Exchange Act,
and in either case the Company fails to appoint a successor Depositary within 90
days, (ii) the Company, at its option, executes and delivers to the Trustee a
Company Order stating that it elects to cause the issuance of the Securities in
certificated form and that all Global Securities shall be exchanged in whole for
Securities that are not Global Securities (in which case such exchange shall be
effected by the Trustee) or (iii) there shall have occurred and be continuing an
Event of Default or any event which after notice or lapse of time or both would
be an Event of Default with respect to such Global Security.

          (c)    If any Global Security is to be exchanged for other Securities
or canceled in whole, it shall be surrendered by or on behalf of the Depositary
or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this
Section 306(c) and as otherwise provided in this Article Three, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the events specified
in the preceding paragraph, the Company shall promptly make available to the
Trustee a reasonable supply of Securities that are not in the form of Global
Securities. The Trustee shall be entitled to rely upon any order, direction or
request of the Depositary or its authorized representative which is given or
made pursuant to this Article Three if such order, direction or request is given
or made in accordance with the Applicable Procedures.

          (d)    Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a Global Security or any portion
thereof, whether pursuant to this Article Three or otherwise, shall be
authenticated and delivered in the form of, and shall be, a Global Security,
unless such Security is registered in the name of a Person other than the
Depositary for such Global Security or a nominee thereof.

          (e)    The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only

                                     - 67 -
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on, and the transfer of such interest shall be effected only through, records
maintained by the Depositary or its nominee or its Agent Members.

     SECTION 307.  SPECIAL TRANSFER AND EXCHANGE PROVISIONS.

          (a)    CERTAIN TRANSFERS AND EXCHANGES. Transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 307 shall be made only in accordance with this Section 307 and
subject in each case to the Applicable Procedures.

                 (i)    RULE 144A GLOBAL SECURITY TO REGULATION S GLOBAL
     SECURITY. If the owner of a beneficial interest in the Rule 144A Global
     Security wishes at any time to transfer such interest to a Person who
     wishes to acquire the same in the form of a beneficial interest in the
     Regulation S Global Security, such transfer may be effected only in
     accordance with the provisions of this paragraph and paragraph (viii) below
     and subject to the Applicable Procedures. Upon receipt by the Trustee, as
     Security Registrar, of (a) an order given by the Depositary or its
     authorized representative directing that a beneficial interest in the
     Regulation S Global Security in a specified principal amount be credited to
     a specified Agent Member's account and that a beneficial interest in the
     Rule 144A Global Security in an equal principal amount be debited from
     another specified Agent Member's account and (b) a Regulation S Certificate
     in the form of Exhibit A hereto, satisfactory to the Trustee and duly
     executed by the owner of such beneficial interest in the Rule 144A Global
     Security or his attorney duly authorized in writing, then the Trustee, as
     Security Registrar but subject to paragraph (viii) below, shall reduce the
     principal amount of the Rule 144A Global Security and increase the
     principal amount of the Regulation S Global Security by such specified
     principal amount as provided in Section 306(c).

                 (ii)   RULE 144A GLOBAL SECURITY TO IAI GLOBAL SECURITY. If the
     owner of a beneficial interest in the Rule 144A Global Security wishes at
     any time to transfer such interest to a Person who wishes to acquire the
     same in the form of a beneficial interest in the IAI Global Security, such
     transfer may be effected only in accordance with the provisions of this
     paragraph and subject to the Applicable Procedures. Upon receipt by the
     Trustee, as Security Registrar, of (a) an order given by the Depositary or
     its authorized representative directing that a beneficial interest in the
     IAI Global Security in a specified principal amount be credited to a
     specified Agent Member's account and that a beneficial interest in the Rule
     144A Global Security in an equal principal amount be debited from another
     specified Agent Member's account and (b) an Institutional Accredited
     Investor Certificate in the form of Exhibit C hereto, satisfactory to the
     Trustee, then the Trustee, as Security Registrar, shall reduce the
     principal amount of the Rule 144A Global Security and increase the
     principal amount of the IAI Global Security by such specified principal
     amount as provided in Section 306(c).

                 (iii)  REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL
     SECURITY. If the owner of a beneficial interest in the Regulation S Global
     Security wishes at any time to transfer such interest to a Person who
     wishes to acquire the same in the form of a beneficial interest in the Rule
     144A Global Security, such transfer may be effected only in accordance with
     this paragraph and subject to the Applicable Procedures. Upon receipt by
     the Trustee, as Security Registrar, of (a) an order given by the Depositary
     or its authorized representative directing that a beneficial interest in
     the Rule 144A Global Security in a specified principal amount be credited
     to a specified Agent Member's account and that a beneficial interest in the
     Regulation S Global Security in an equal principal amount be debited from
     another specified

                                     - 68 -
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     Agent Member's account and (b) if such transfer is to occur during the
     Restricted Period, a Restricted Securities Certificate in the form of
     Exhibit B hereto, satisfactory to the Trustee and duly executed by the
     owner of such beneficial interest in the Regulation S Global Security or
     his attorney duly authorized in writing, then the Trustee, as Security
     Registrar, shall reduce the principal amount of the Regulation S Global
     Security and increase the principal amount of the Rule 144A Global Security
     by such specified principal amount as provided in Section 306(c).

                 (iv)   REGULATION S GLOBAL SECURITY TO IAI GLOBAL SECURITY. If
     the owner of a beneficial interest in the Regulation S Global Security
     wishes at any time to transfer such interest to a Person who wishes to
     acquire the same in the form of a beneficial interest in the IAI Global
     Security, such transfer may be effected only in accordance with this
     paragraph and subject to the Applicable Procedures. Upon receipt by the
     Trustee, as Security Registrar, of (a) an order given by the Depositary or
     its authorized representative directing that a beneficial interest in the
     IAI Global Security in a specified principal amount be credited to a
     specified Agent Member's account and that a beneficial interest in the
     Regulation S Global Security in an equal principal amount be debited from
     another specified Agent Member's account and (b) if such transfer is to
     occur during the Restricted Period, an Institutional Accredited Investor
     Certificate in the form of Exhibit C hereto, satisfactory to the Trustee,
     then the Trustee, as Security Registrar, shall reduce the principal amount
     of the Regulation S Global Security and increase the principal amount of
     the IAI Global Security by such specified principal amount as provided in
     Section 306(c).

                 (v)    IAI GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY. If
     the owner of a beneficial interest in the IAI Global Security wishes at any
     time to transfer such interest to a Person who wishes to acquire the same
     in the form of a beneficial interest in the Regulation S Global Security,
     such transfer may be effected only in accordance with the provisions of
     this paragraph and paragraph (viii) below and subject to the Applicable
     Procedures. Upon receipt by the Trustee, as Security Registrar, of (a) an
     order given by the Depositary or its authorized representative directing
     that a beneficial interest in the IAI Global Security in a specified
     principal amount be credited to a specified Agent Member's account and that
     a beneficial interest in the IAI Global Security in an equal principal
     amount be debited from another specified Agent Member's account and (b) a
     Regulation S Certificate in the form of Exhibit A hereto, satisfactory to
     the Trustee and duly executed by the owner of such beneficial interest in
     the IAI Global Security or his attorney duly authorized in writing, then
     the Trustee, as Security Registrar but subject to paragraph (viii) below,
     shall reduce the principal amount of the IAI Global Security and increase
     the principal amount of the Regulation S Global Security by such specified
     principal amount as provided in Section 306(c).

                 (vi)   IAI GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY. If the
     owner of a beneficial interest in the IAI Global Security wishes at any
     time to transfer such interest to a Person who wishes to acquire the same
     in the form of a beneficial interest in the Rule 144A Global Security, such
     transfer may be effected only in accordance with this paragraph and subject
     to the Applicable Procedures. Upon receipt by the Trustee, as Security
     Registrar, of (a) an order given by the Depositary or its authorized
     representative directing that a beneficial interest in the Rule 144A Global
     Security in a specified principal amount be credited to a specified Agent
     Member's account and that a beneficial interest in the IAI Global Security
     in an equal principal amount be debited from another specified Agent
     Member's account and (b) if such transfer is to occur during the Restricted
     Period, a Restricted Securities Certificate in the form of Exhibit B
     hereto, satisfactory to the Trustee and duly executed by the owner of such

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     beneficial interest in the IAI Global Security or his attorney duly
     authorized in writing, then the Trustee, as Security Registrar, shall
     reduce the principal amount of the IAI Global Security and increase the
     principal amount of the Rule 144A Global Security by such specified
     principal amount as provided in Section 306(c).

                 (vii)  EXCHANGES BETWEEN GLOBAL SECURITY AND NON-GLOBAL
     SECURITY. A beneficial interest in a Global Security may be exchanged for a
     Security that is not a Global Security as provided in Section 307(b);
     PROVIDED that, if such interest is a beneficial interest in the Rule 144A
     Global Security, or if such interest is a beneficial interest in the IAI
     Global Security, or if such interest is a beneficial interest in the
     Regulation S Global Security and such exchange is to occur during the
     Restricted Period, then such interest shall bear the Private Placement
     Legend (subject in each case to Section 307(b)).

                 (viii) REGULATION S GLOBAL SECURITY TO BE HELD THROUGH
     EUROCLEAR OR CLEARSTREAM DURING RESTRICTED PERIOD. The Company shall use
     its best efforts to cause the Depositary to ensure that, until the
     expiration of the Restricted Period, beneficial interests in the Regulation
     S Global Security may be held only in or through accounts maintained at the
     Depositary by Euroclear or Clearstream (or by Agent Members acting for the
     account thereof), and no person shall be entitled to effect any transfer or
     exchange that would result in any such interest being held otherwise than
     in or through such an account; PROVIDED that this paragraph (viii) shall
     not prohibit any transfer or exchange of such an interest in accordance
     with paragraph (ii) above.

          (b)    PRIVATE PLACEMENT LEGENDS. Rule 144A Global Securities and
their Successor Securities, IAI Global Securities and their Successor Securities
and Regulation S Global Securities and their Successor Securities shall bear a
Private Placement Legend, subject to the following:

                 (i)    subject to the following clauses of this Section 307(b),
     a Security or any portion thereof which is exchanged, upon transfer or
     otherwise, for a Global Security or any portion thereof shall bear the
     Private Placement Legend borne by such Global Security while represented
     thereby;

                 (ii)   subject to the following clauses of this Section 307(b)
     herein, a new Security which is not a Global Security and is issued in
     exchange for another Security (including a Global Security) or any portion
     thereof, upon transfer or otherwise, shall bear the Private Placement
     Legend borne by such other Security;

                 (iii)  all Securities sold or otherwise disposed of pursuant to
     an effective registration statement under the Securities Act, together with
     their respective Successor Securities, shall not bear a Private Placement
     Legend;

                 (iv)   at any time after the Securities may be freely
     transferred without registration under the Securities Act or without being
     subject to transfer restrictions pursuant to the Securities Act, a new
     Security which does not bear a Private Placement Legend may be issued in
     exchange for or in lieu of a Security (other than a Global Security) or any
     portion thereof which bears such a legend if the Trustee has received an
     Unrestricted Securities Certificate substantially in the form of Exhibit D
     hereto, satisfactory to the Trustee and duly executed by the Holder of such
     legended Security or his attorney duly authorized in writing, and after
     such date and receipt of such certificate, the Trustee shall authenticate
     and deliver

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     such a new Security in exchange for or in lieu of such other Security as
     provided in this Article Three;

                 (v)    a new Security which does not bear a Private Placement
     Legend may be issued in exchange for or in lieu of a Security (other than a
     Global Security) or any portion thereof which bears such a legend if, in
     the Company's judgment, placing such a legend upon such new Security is not
     necessary to ensure compliance with the registration requirements of the
     Securities Act, and the Trustee, at the direction of the Company, shall
     authenticate and deliver such a new Security as provided in this Article
     Three; and

                 (vi)   notwithstanding the foregoing provisions of this Section
     307(b), a Successor Security of a Security that does not bear a particular
     form of Private Placement Legend shall not bear such form of legend unless
     the Company has reasonable cause to believe that such Successor Security is
     a "restricted security" within the meaning of Rule 144, in which case the
     Trustee, at the direction of the Company, shall authenticate and deliver a
     new Security bearing a Private Placement Legend in exchange for such
     Successor Security as provided in this Article Three.

          By its acceptance of any Security bearing the Private Placement
Legend, each Holder of such a Security acknowledges the restrictions on transfer
of such Security set forth in this Indenture and in the Private Placement Legend
and agrees that it will transfer such Security only as provided in this
Indenture. Each Holder of a Security agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Security in violation of any provision of this
Indenture and/or applicable United States Federal or state securities law.

          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 interests 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 Security Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 306 or this Section
307. The Company 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 Security Registrar.

     SECTION 308.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

          If (a) any mutilated Security is surrendered to the Trustee, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, any Guarantor and the Trustee, such security or indemnity, in each
case, as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, any Guarantor or the Trustee that such
Security has been acquired by a BONA FIDE or protected purchaser, the Company
shall execute and upon a Company Request the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed,

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lost or stolen Security, a replacement Security of like tenor and principal
amount, bearing a number not contemporaneously outstanding and each Guarantor
shall execute a replacement Guarantee.

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

          Upon the issuance of any replacement Securities under this Section
308, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

          Every replacement Security and Guarantee issued pursuant to this
Section 308 in lieu of any destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company and any Guarantor,
whether or not the destroyed, lost or stolen Security shall be at any time
enforceable by anyone, and shall be entitled to all benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

          The provisions of this Section 308 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 309.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          Interest on any Security which is payable, and is punctually paid or
duly provided for, on the Stated Maturity of such interest shall be paid to the
Person in whose name the Security (or any Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest payment.

          Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on an Interest Payment Date, and interest on such
defaulted interest at the then applicable interest rate borne by the Securities,
to the extent lawful (such defaulted interest and interest thereon herein
collectively called "Defaulted Interest"), shall forthwith cease to be payable
to the Holder on the Regular Record Date; and such Defaulted Interest may be
paid by the Company, at its election in each case, as provided in subsection (a)
or (b) below:

          (a)    The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Securities (or any relevant Predecessor
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security and the date of the
proposed payment (the "Special Payment Date"), and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the Special
Payment Date, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this subsection (a)
provided. Thereupon the Company shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 20 days and not less
than 15 days prior to the date of the Special Payment Date and not less than 15
days after the receipt by the Trustee of the notice of the proposed payment. The
Company shall promptly notify the Trustee in writing of

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such Special Record Date. In the name and at the expense of the Company, the
Trustee shall cause notice of the proposed payment of such Defaulted Interest
and the Special Record Date therefor to be mailed, first-class postage prepaid,
to each Holder at its address as it appears in the Security Register, not less
than 10 days prior to such Special Record Date. Notice of the proposed payment
of such Defaulted Interest and the Special Record Date and Special Payment Date
therefor having been so mailed, such Defaulted Interest shall be paid to the
Persons in whose names the Securities are registered on such Special Record Date
and shall no longer be payable pursuant to the following subsection (b).

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

          Subject to the foregoing provisions of this Section 309, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     SECTION 310.  CUSIP NUMBERS.

          The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and the Company, or the Trustee on behalf of the Company,
shall use CUSIP numbers in notices of redemption or exchange as a convenience to
Holders; PROVIDED, HOWEVER, that any such notice shall state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption or exchange and
that reliance may be placed only on the other identification numbers printed on
the Securities; and PROVIDED FURTHER, HOWEVER, that failure to use CUSIP numbers
in any notice of redemption or exchange shall not affect the validity or
sufficiency of such notice.

     SECTION 311.  PERSONS DEEMED OWNERS.

          Prior to and at the time of due presentment of a Security for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section 309)
interest on, such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and neither the Company, any Guarantor, the Trustee
nor any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.

     SECTION 312.  CANCELLATION.

          All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall be promptly canceled by it. The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or such
Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly

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canceled by the Trustee. No Securities shall be authenticated in lieu of or in
exchange for any Securities canceled as provided in this Section 312, except as
expressly permitted by this Indenture. All canceled Securities held by the
Trustee shall be disposed of by the Trustee, unless by a Company Order received
by the Trustee prior to such disposal, the Company shall direct that the
canceled Securities be returned to it. The Trustee shall provide the Company a
list of all Securities that have been canceled from time to time as requested by
the Company.

     SECTION 313.  COMPUTATION OF INTEREST.

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

                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 401.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

          The Company may, at its option by Board Resolution, at any time, with
respect to the Securities, elect to have either Section 402 or Section 403 be
applied to all of the Outstanding Securities (the "Defeased Securities"), upon
compliance with the conditions set forth below in this Article Four.

     SECTION 402.  DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 401 of the option applicable
to this Section 402, the Company, each Guarantor and any other obligor upon the
Securities, if any, shall be deemed to have been discharged from its obligations
with respect to the Defeased Securities on the date the conditions set forth in
Section 404 below are satisfied (hereinafter, "defeasance"). For this purpose,
such defeasance means that the Company, each Guarantor and any other obligor
under this Indenture shall be deemed to have paid and discharged the entire
Indebtedness represented by the Defeased Securities, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 405 and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Company and upon Company Request, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (a) the rights of Holders of Defeased
Securities to receive, solely from the trust fund described in Section 404 and
as more fully set forth in such Section, payments in respect of the principal
of, premium, if any, and interest on, such Securities, when such payments are
due, (b) the Company's obligations with respect to such Defeased Securities
under Sections 304, 305, 308, 1002 and 1003, (c) the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including, without limitation,
the Trustee's rights under Section 607, and (d) this Article Four. Subject to
compliance with this Article Four, the Company may exercise its option under
this Section 402 notwithstanding the prior exercise of its option under Section
403 with respect to the Securities.

     SECTION 403.  COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 401 of the option applicable
to this Section 403, the Company and each Guarantor shall be released from its
obligations under any covenant or

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provision contained or referred to in Sections 1005 through 1022, inclusive, and
the provisions of Section 801(a), with respect to the Defeased Securities, on
and after the date the conditions set forth in Section 404 below are satisfied
(hereinafter, "covenant defeasance"), and the Defeased Securities shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to the Defeased Securities, the Company and
each Guarantor may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other provision
herein or in any other document and such omission to comply shall not constitute
a Default or an Event of Default under Section 501(3), and Defaults or Events of
Default under Section 501(4), (5) and (6) shall cease to apply, but, except as
specified above, the remainder of this Indenture and such Defeased Securities
shall be unaffected thereby.

     SECTION 404.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

          The following shall be the conditions to application of either Section
402 or Section 403 to the Defeased Securities:

                 (1)    the Company must irrevocably deposit with the Trustee,
     in trust, for the benefit of the Holders of the Securities, cash or U.S.
     Government Obligations, or a combination thereof, in such amounts as will
     be sufficient, in the opinion of a U.S. or Canadian nationally recognized
     firm of independent public accountants or a U.S. or Canadian nationally
     recognized investment banking firm, to pay and discharge the principal of,
     premium, if any, and interest on the Outstanding Securities, on the Stated
     Maturity of such principal or interest (or on any date after August 1, 2009
     (such date being referred to as the "Defeasance Redemption Date") if at or
     prior to electing either its option applicable to Section 402 or its option
     applicable to Section 403, the Company has delivered to the Trustee an
     irrevocable notice to redeem all of the outstanding Securities on the
     Defeasance Redemption Date);

                 (2)    in the case of an election under Section 402, the
     Company shall have delivered to the Trustee an Opinion of Independent
     Counsel in the United States stating that (A) the Company 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 Independent Counsel in the United States
     shall confirm that, the Holders and the beneficial owners of the
     Outstanding Securities will not recognize income, gain or loss for U.S.
     federal income tax purposes as a result of such deposit and defeasance and
     will be subject to U.S. federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such defeasance
     had not occurred;

                 (3)    in the case of an election under Section 403, the
     Company shall have delivered to the Trustee an Opinion of Independent
     Counsel in the United States to the effect that the Holders and the
     beneficial owners of the Outstanding Securities will not recognize income,
     gain or loss for U.S. federal income tax purposes as a result of such
     deposit and covenant defeasance and will be subject to U.S. 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;

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                 (4)    in the case of both defeasance and covenant defeasance,
     the Company shall have delivered to the Trustee an Opinion of Independent
     Counsel in Canada stating that the Company has received from, or there has
     been published by, the Canada Revenue Agency an advance ruling, in either
     case to the effect that, and based thereon such opinion shall confirm that,
     (A) the Holders and the beneficial owners of the Outstanding Securities
     will not recognize income, gain or loss for Canadian federal, provincial or
     territorial income tax or other tax purposes as a result of such deposit
     and defeasance and will be subject to Canadian federal, provincial or
     territorial income tax or other tax on the same amounts, in the same manner
     and at the same times as would have been the case if such deposit and
     defeasance had not occurred (and for the purposes of such opinion, such
     Canadian counsel shall assume that beneficial owners of the Securities
     include beneficial owners who are not resident in Canada) and (B) that
     payments on the Securities will not be subject to any deduction or
     withholding for taxes imposed, assessed or levied by Canada or any taxing
     authority in or of Canada as a result of such deposit and defeasance;

                 (5)    no Default or Event of Default shall have occurred and
     be continuing on the date of such deposit or insofar as clause (7) or (8)
     of Section 501 is concerned, at any time during the period ending on the
     91st day after the date of deposit;

                 (6)    such defeasance or covenant defeasance shall not cause
     the Trustee for the Securities to have a conflicting interest as defined in
     this Indenture and for purposes of the Trust Indenture Act with respect to
     any securities of the Company or any Guarantor;

                 (7)    such defeasance or covenant defeasance shall not result
     in a breach or violation of, or constitute a Default under, this Indenture
     or any other material agreement or instrument to which the Company, any
     Guarantor or any Restricted Subsidiary is a party or by which it is bound;

                 (8)    such defeasance or covenant defeasance shall not result
     in the trust arising from such deposit constituting an investment company
     within the meaning of the Investment Company Act of 1940, as amended,
     unless such trust shall be registered under such Act or exempt from
     registration thereunder;

                 (9)    the Company will have delivered to the Trustee an
     Opinion of Independent Counsel in the United States to the effect that
     (assuming no Holder of the Securities would be considered an insider of the
     Company or any Guarantor under any applicable bankruptcy or insolvency law
     and assuming no intervening bankruptcy or insolvency of the Company or any
     Guarantor between the date of deposit and the 91st day following the
     deposit) 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 laws affecting creditors' rights generally;

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

                 (11) no event or condition shall exist that would prevent the
     Company from

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     making payments of the principal of, premium, if any, and interest on the
     Securities on the date of such deposit or at any time ending on the 91st
     day after the date of such deposit; and

                 (12)   the Company will have delivered to the Trustee an
     Officers' Certificate and an Opinion of Independent Counsel, each stating
     that all conditions precedent to either the defeasance under Section 402 or
     the covenant defeasance under Section 403, as the case may be, have been
     complied with.

          Opinions of Counsel or Opinions of Independent Counsel required to be
delivered under this Section 404 shall be in form and substance reasonably
satisfactory to the Trustee and may have qualifications customary for opinions
of the type required and counsel delivering such opinions may rely as to factual
matters on certificates of the Company or government or other officials
customary for opinions of the type required, which certificates shall be limited
as to matters of fact, including that various financial covenants have been
complied with.

     SECTION 405.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to the provisions of the last paragraph of Section 1003, all
United States dollars and U.S. Government Obligations (including the proceeds
thereof) deposited with the Trustee pursuant to Section 404 in respect of the
Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (excluding the Company or
any of its Affiliates acting as Paying Agent), as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 404 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
imposed, assessed or for the account of the Holders of the Defeased Securities.

          Anything in this Article Four to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect defeasance or covenant defeasance under
this Article Four.

     SECTION 406.  REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or U.S. Government Obligations in accordance with Section 402 or 403, as
the case may be, by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this Indenture and the Securities and any
Guarantor's obligations under any Guarantee shall be revived and reinstated,
with present and prospective effect, as though no deposit had occurred pursuant
to Section 402 or 403, as the case may be, until such time as the Trustee or
Paying Agent is permitted to apply all such United States dollars or U.S.
Government Obligations in accordance with Section 402 or 403, as the case may
be; PROVIDED,

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HOWEVER, that if the Company makes any payment to the Trustee or Paying Agent of
principal of, premium, if any, or interest on any Security following the
reinstatement of its obligations, the Trustee or Paying Agent shall promptly pay
any such amount to the Holders of the Securities and the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the United States dollars and U.S. Government Obligations held by
the Trustee or Paying Agent.

                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 501.  EVENTS OF DEFAULT.

          "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

                 (2)    there shall be a default in the payment of the principal
     of (or premium, if any, on) any Security at its Maturity (upon
     acceleration, optional or mandatory redemption, if any, required repurchase
     or otherwise);

                 (3)    (a) there shall be a default in the performance, or
     breach, of any covenant or agreement of the Company or any Guarantor under
     the Indenture or any Guarantee (other than a default in the performance, or
     breach, of a covenant or agreement which is specifically dealt with in
     clause (1), (2) or in clause (b), (c), (d) or (e) of this clause (3)) and
     such default or breach shall continue for a period of 30 days after written
     notice has been given, by certified mail, (1) to the Company by the Trustee
     or (2) to the Company and the Trustee by the Holders of at least 25% in
     aggregate principal amount of the Outstanding Securities; (b) there shall
     be a default in the performance or breach of the provisions described in
     Article Eight; (c) the Company shall have failed to make or consummate an
     Offer in accordance with the provisions of Section 1012 herein; (d) the
     Company shall have failed to make or consummate a Change of Control Offer
     in accordance with the provisions of Section 1014 herein; or (e) the
     Company shall have failed to make or consummate an offer to purchase
     Securities if the closing of the Acquisition is not completed within 10
     days of the closing of the sale of the Securities;

                 (4)    (a) any default in the payment of the principal,
     premium, if any, or interest on any Indebtedness shall have occurred under
     any of the agreements, indentures or instruments under which the Company,
     any Guarantor or any Restricted Subsidiary then has outstanding
     Indebtedness in excess of $40.0 million when the same shall become due and
     payable in full and such default shall have continued after giving effect
     to any applicable grace period and shall not have been cured or waived and,
     if not already matured at its final maturity in accordance with its terms,
     the holder of such Indebtedness shall have the right to accelerate such
     Indebtedness or (b) an event of default as defined in any of the
     agreements, indentures or instruments described in clause (a) of this
     clause (4) shall have occurred and the Indebtedness thereunder, if not
     already matured at its final maturity in accordance with its terms, shall
     have been accelerated;

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                 (5)    any Guarantee shall for any reason cease to be, or shall
     for any reason be asserted in writing by any Guarantor or the Company not
     to be, in full force and effect and enforceable in accordance with its
     terms, except to the extent contemplated by this Indenture and any such
     Guarantee;

                 (6)    one or more judgments, orders or decrees of any court or
     regulatory or administrative agency for the payment of money in excess of
     $40.0 million, either individually or in the aggregate, shall be rendered
     against the Company, any Guarantor or any Subsidiary or any of their
     respective properties and shall not be discharged and either (a) any
     creditor shall have commenced an enforcement proceeding upon such judgment,
     order or decree or (b) there shall have been a period of 60 consecutive
     days during which a stay of enforcement of such judgment or order, by
     reason of an appeal or otherwise, shall not be in effect;

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

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

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

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

                        (d)    the Company or any Significant Subsidiary (1)
                 consents to the filing of such petition or the appointment of,
                 or taking possession by, a custodian, receiver, liquidator,
                 assignee, trustee, sequestrator or similar official of the
                 Company or any Significant Subsidiary or of any substantial
                 part of their respective properties or (2) makes an assignment
                 for the benefit of creditors, or

                        (e)    the Company or any Significant Subsidiary takes
                 any corporate action in furtherance of any such actions in this
                 paragraph (8).

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     SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Event of Default (other than as specified in clauses (7) and (8)
of Section 501 with respect to the Company Significant Subsidiary) shall occur
and be continuing with respect to this Indenture, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Securities then
Outstanding may, and the Trustee at the request of such Holders shall, declare
all unpaid principal of, premium, if any, and accrued interest on all Securities
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders of the Securities) and upon any such
declaration, such principal, premium, if any, and interest shall become due and
payable immediately; PROVIDED, HOWEVER, that so long as any Senior Indebtedness
under the Credit Facility shall be outstanding, no such acceleration shall be
effective until the earlier of (x) acceleration of any such Senior Indebtedness
under the Credit Facility and (y) five Business Days after the giving of the
acceleration notice to the Company and the Administrative Agent Bank under the
Credit Facility of such acceleration. In the event of a declaration of
acceleration of the Securities because an Event of Default described in clause
(4) under Section 501 has occurred and is continuing, the declaration of
acceleration of the Securities shall be automatically annulled if the event of
default triggering such Event of Default pursuant to clause (4) of Section 501
shall be remedied or cured by the Company or waived by the holders of the
relevant Indebtedness within 20 days after the declaration of acceleration with
respect thereto (and any acceleration of such Indebtedness was rescinded) and if
(1) the annulment of the acceleration of the Securities would not conflict with
any judgment or decree of a court of competent jurisdiction and (2) all existing
Events of Default, except nonpayment of principal, premium or interest on the
Securities that became due solely because of the acceleration of the Securities,
have been cured or waived. If an Event of Default specified in clause (7) or (8)
of Section 501 occurs with respect to the Company or any Significant Subsidiary
and is continuing, then all the Securities shall IPSO FACTO become and be due
and payable immediately in an amount equal to the principal amount of the
Securities, together with accrued and unpaid interest, if any, to the date the
Securities become due and payable, without any declaration or other act on the
part of the Trustee or any Holder. Thereupon, the Trustee may, at its
discretion, proceed to protect and enforce the rights of the Holders of the
Securities by appropriate judicial proceedings.

     After a declaration of acceleration, but before a judgment or decree for
payment of the money due has been obtained by the Trustee, the Holders of a
majority in aggregate principal amount of the Outstanding Securities by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

     (a)  the Company has paid or deposited with the Trustee a sum sufficient to
pay (1) all sums paid or advanced by the Trustee under this Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (2) all overdue interest on all Securities then
Outstanding, (3) the principal of, and premium, if any, on any Securities then
Outstanding which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Securities, and (4)
to the extent that payment of such interest is lawful, interest upon overdue
interest at the rate borne by the Securities;

     (b)  the rescission would not conflict with any judgment or decree of a
court of competent jurisdiction; and

     (c)  all Events of Default, other than the non-payment of principal of,
premium, if any, and interest on the Securities, which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 513.

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

     SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

          The Company and each Guarantor covenant that if

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

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

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

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

          If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders under this Indenture or any Guarantee by such appropriate private or
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the terms
of a Guarantee, or to enforce any other proper remedy, subject however to
Section 512. No recovery of any such judgment upon any property of the Company
or any Guarantor shall affect or impair any rights, powers or remedies of the
Trustee or the Holders.

     SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                                     - 81 -
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          (a)    to file and prove a claim for the whole amount of principal,
and premium, if any, and interest owing and unpaid in respect of the Securities
and to file such other papers or documents as may be necessary or advisable in
order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and

          (b)    to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

          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.

     SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

     SECTION 506.  APPLICATION OF MONEY COLLECTED.

          Any money or property collected by the Trustee pursuant to this
Article Five or otherwise on behalf of the Holders or the Trustee pursuant to
this Article Five or through any proceeding or any arrangement or restructuring
in anticipation or in lieu of any proceeding contemplated by this Article Five
shall be applied, subject to applicable law, in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money on
account of principal, premium, if any, or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
607;

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

          THIRD: The balance, if any, to the Company, provided that all sums due
and owing to the Holders and the Trustee have been paid in full as required by
this Indenture.

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     SECTION 507.   LIMITATION ON SUITS.

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

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

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

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

          (d)    the Trustee for 15 days after its receipt of such notice,
request and offer (and if requested, provision) of indemnity has failed to
institute any such proceeding; and

          (e)    no direction inconsistent with such written request has been
given to the Trustee during such 15-day period by the Holders of a majority in
aggregate principal amount of the Outstanding Securities;

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

     SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST.

          Notwithstanding any other provision in this Indenture, including
Section 507 without limitation, the Holder of any Security shall have the right
based on the terms stated herein, which is absolute and unconditional, to
receive payment of the principal of, premium, if any, and (subject to Section
309) interest on such Security on the respective Stated Maturities expressed in
such Security (or, in the case of redemption or repurchase, on the Redemption
Date or the repurchase date) and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

     SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

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

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     SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

          No right or remedy herein conferred upon or reserved to the Trustee or
to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

     SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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

     SECTION 512.  CONTROL BY HOLDERS.

          The Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities shall have the right to direct the time, method
and place of conducting any proceeding for exercising any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, PROVIDED
that

          (a)    such direction shall not be in conflict with any rule of law or
with this Indenture (including, without limitation, Section 507) or any
Guarantee, expose the Trustee to personal liability, or be unduly prejudicial to
Holders not joining therein; and

          (b)    subject to the provisions of Section 315 of the Trust Indenture
Act, the Trustee may take any other action deemed proper by the Trustee which is
not inconsistent with such direction.

     SECTION 513.  WAIVER OF PAST DEFAULTS.

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

          (a)    an uncured Default in the payment of the principal of, premium,
if any, or interest on any Security (which may only be waived with the consent
of each Holder of Securities effected); or

          (b)    a Default in respect of a covenant or a provision hereof which
under this Indenture cannot be modified or amended without the consent of the
Holder of each Outstanding Security affected by such modification or amendment.

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

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     SECTION 514.  UNDERTAKING FOR COSTS.

          All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, 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,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant, but the
provisions of this 514 Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of, premium, if any, or interest on, any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

     SECTION 515.  WAIVER OF STAY, EXTENSION OR USURY LAWS.

          Each of the Company and the Guarantors covenants (to the extent that
it may lawfully do so) that it will not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury or other law wherever enacted, now or at any time
hereafter in force, which would prohibit or forgive the Company or any Guarantor
from paying all or any portion of the principal of, premium, if any, or interest
on the Securities contemplated herein or in the Securities or which may affect
the covenants or the performance of this Indenture; and each of the Company and
the Guarantors (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it 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.

     SECTION 516.  REMEDIES SUBJECT TO APPLICABLE LAW.

          All rights, remedies and powers provided by this Article Five may be
exercised only to the extent that the exercise thereof does not violate any
applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded, registered or filed under the provisions of any
applicable law.

                                   ARTICLE SIX

                                   THE TRUSTEE

     SECTION 601.  DUTIES OF TRUSTEE.

          Subject to the provisions of Trust Indenture Act Sections 315(a)
through 315(d):

          (a)    if a Default actually known to a Responsible Officer of the
Trustee or Event of Default actually known to a Responsible Officer of the
Trustee has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and use the same

                                     - 85 -
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degree of care and skill in its exercise thereof as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs;

          (b)    except during the continuance of a Default actually known to a
Responsible Officer of the Trustee or Event of Default actually known to a
Responsible Officer of the Trustee:

                 (1)    the Trustee undertakes to perform only those 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

                 (2)    in the absence of bad faith or willful misconduct on its
     part, the Trustee may conclusively rely, as to the truth of the statements
     and the correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture; but 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 be under a duty to examine the same to determine
     whether or not they conform to the requirements of this Indenture (but need
     not confirm or investigate the accuracy of mathematical calculations or
     other facts stated therein);

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

                 (1)    this subsection (c) does not limit the effect of
     subsection (b) of this Section 601;

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

                 (3)    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 of the Holders of a majority in principal amount of Outstanding
     Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee under this Indenture;

          (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 in the exercise of any of its
rights or powers if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it;

          (e)    whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to
subsections (a), (b), (c) and (d) of this Section 601; and

          (f)    the Trustee shall not be liable for interest on any money or
assets received by it. Assets held in trust by the Trustee need not be
segregated from other assets except to the extent required by law.

                                     - 86 -
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     SECTION 602.  NOTICE OF DEFAULTS.

          Within 30 days after a Responsible Officer of the Trustee receives
written notice of the occurrence of any Default, the Trustee shall transmit by
mail to all Holders and any other Persons entitled to receive reports pursuant
to Section 313(c) of the Trust Indenture Act, as their names and addresses
appear in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; PROVIDED, HOWEVER,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

     SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 601 hereof and Trust Indenture
Act Sections 315(a) through 315(d):

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

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

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

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

          (e)    the Trustee shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than any
liabilities arising out of the gross negligence, bad faith or willful misconduct
of the Trustee;

          (f)    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,
approval, appraisal, bond, debenture, note, coupon, security 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 deem 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 the Company,

                                     - 87 -
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personally or by agent or attorney at the cost of the Company and the Trustee
shall incur no liability by reason of such investigation;

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

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

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

          (j)    in no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action;

          (k)    the Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

          (l)    the rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and each Paying Agent, Security Registrar, agent,
custodian and other Person employed to act hereunder;

          (m)    the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded; and

          (n)    before the Trustee acts or refrains from acting, it may require
an Officer's Certificate or an Opinion of Independent Counsel, or both. The
Trustee shall not be liable for any action it takes or omits to take in good
faith reliance on the Officer's Certificate or Opinion of Independent Counsel.

     SECTION 604.  TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITIONS OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF.

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company and the Guarantors, and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities, except that the Trustee
represents that it is duly

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authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in any
Statement of Eligibility and Qualification on Form T-1 to be supplied to the
Company will be true and accurate subject to the qualifications set forth
therein. The Trustee shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

     SECTION 605.  TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS; ETC.

          The Trustee, any Paying Agent, Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities, with the same rights it would have if it were not the
Trustee, Paying Agent, Security Registrar or such other agent and, subject to
Trust Indenture Act Sections 310 and 311, may otherwise deal with the Company
and receive, collect, hold and retain collections from the Company with the same
rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

     SECTION 606.  MONEY HELD IN TRUST.

          All moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received,
but need not be segregated from other funds except to the extent required by
mandatory provisions of law.

     SECTION 607.  COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM.

          (a)    The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) and the Company covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its gross negligence, bad
faith or willful misconduct. The Company and the Guarantors jointly and
severally also covenant and agree to indemnify the Trustee and each predecessor
Trustee for, and to hold it harmless against, any claim, loss, liability, tax,
assessment, governmental charge (other than taxes applicable to the Trustee's
compensation hereunder) or expense incurred without gross negligence, bad faith
or willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this Indenture or the trusts hereunder and its
duties hereunder, including the costs of enforcement of this Section 607 and the
costs and expenses of defending itself against or investigating any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder (including the reasonable fees and expenses of its counsel).
The provisions of this Section 607 shall survive the satisfaction and discharge
of this Indenture and the resignation or removal of the Trustee and each
predecessor Trustee.

          (b)    The Trustee shall have a lien prior to the Securities as to all
property and funds held by it hereunder for any amount owing it or any
predecessor Trustee pursuant to this Section 607, except with respect to funds
held in trust for the benefit of the Holders of particular Securities.

          (c)    When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(7) or Section
501(8), the expenses (including the reasonable

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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.

     SECTION 608.  CONFLICTING INTERESTS.

          The Trustee shall comply with the provisions of Section 310(b) of the
Trust Indenture Act.

     SECTION 609.  TRUSTEE ELIGIBILITY.

          There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 310(a) and which
shall have a combined capital and surplus of at least $250,000,000, to the
extent there is an institution eligible and willing to serve. If such Trustee
publishes reports of condition at least annually, pursuant to law or to the
requirements of federal, state, territorial or District of Columbia supervising
or examining authority, then for the purposes of this Section 609, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 609, the Trustee shall resign promptly in
the manner and with the effect hereinafter specified in this Article Six.

     SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

          (a)    No resignation or removal of the Trustee and no appointment of
a successor trustee pursuant to this Article Six shall become effective until
the acceptance of appointment by the successor trustee under Section 611.

          (b)    The Trustee, or any trustee or trustees hereafter appointed,
may at any time resign by giving written notice thereof to the Company no later
than 20 Business Days prior to the proposed date of resignation. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument executed by authority of the Board of Directors of
the Company, a copy of which shall be delivered to the resigning Trustee and a
copy to the successor trustee. If an instrument of acceptance by a successor
trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may, or any Holder
who has been a BONA FIDE Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction at the expense of the Company for the appointment of a
successor trustee. Such court may thereupon, after such notice, if any, as it
may deem proper, appoint and prescribe a successor trustee.

          (c)    The Trustee may be removed at any time for any cause or for no
cause by an Act of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company.

          (d)    If at any time:

                 (1)    the Trustee shall fail to comply with the provisions of
     Trust Indenture Act Section 310(b) after written request therefor by the
     Company or by any Holder who has been a BONA FIDE Holder of a Security for
     at least six months,

                 (2)    the Trustee shall cease to be eligible under Section 609
     and shall fail to

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     resign after written request therefor by the Company or by any Holder who
     has been a BONA FIDE Holder of a Security for at least six months, or

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

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, the Holder of any Security who has been a BONA
FIDE Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

          (e)    If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor trustee and
shall comply with the applicable requirements of Section 611. If, within 30 days
after such resignation, removal or incapability, or the occurrence of such
vacancy, the Company has not appointed a successor trustee, a successor trustee
shall be appointed by the Act of the Holders of a majority in principal amount
of the Outstanding Securities delivered to the Company and the retiring Trustee.
Such successor trustee so appointed shall forthwith upon its acceptance of such
appointment become the successor trustee and supersede the successor trustee
appointed by the Company. If no successor trustee shall have been so appointed
by the Company or the Holders of the Securities and accepted appointment in the
manner hereinafter provided, the Trustee or the Holder of any Security who has
been a BONA FIDE Holder for at least six months may, subject to Section 514, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction at the expense of the Company for the appointment of a
successor trustee.

          (f)    The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor trustee and the
address of its Corporate Trust Office or agent hereunder.

     SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          Every successor trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee as if originally named as Trustee hereunder;
but, nevertheless, on the written request of the Company or the successor
trustee, upon payment of its charges pursuant to Section 607 then unpaid, such
retiring Trustee shall pay over to the successor trustee all moneys at the time
held by it hereunder and shall execute and deliver an instrument transferring to
such successor trustee all such rights, powers, duties and obligations. Upon
request of any such successor trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers.

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          No successor trustee with respect to the Securities shall accept
appointment as provided in this Section 611 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 609.

          Upon acceptance of appointment by any successor trustee as provided in
this Section 611, the Company shall give notice thereof to the Holders of the
Securities, by mailing such notice to such Holders at their addresses as they
shall appear on the Security Register. If the acceptance of appointment is
substantially contemporaneous with the appointment, then the notice called for
by the preceding sentence may be combined with the notice called for by Section
610. If the Company fails to give such notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Company.

     SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture) shall be
the successor of the Trustee hereunder, PROVIDED that such corporation shall be
eligible under Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $250,000,000 and have a
Corporate Trust Office or an agent selected in accordance with Section 609,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

          In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee and deliver such
Securities so authenticated; and, in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificate shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; PROVIDED that the right to adopt
the certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

     SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          If and when the Trustee shall be or become a creditor of the Company
(or other obligor under the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor). A Trustee who has resigned or been
removed shall be subject to Trust Indenture Act Section 311(a) to the extent
indicated therein.

     SECTION 614.  CO-TRUSTEE.

          It is the purpose of this Indenture that there shall be no violation
of any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as trustee in such
jurisdiction. It is recognized that in case of litigation under this Indenture,
and in

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particular in case of the enforcement thereof on default, or in the case the
Trustee deems that by reason of any present or future law of any jurisdiction it
may not exercise any of the powers, rights or remedies herein granted to the
Trustee or hold title to the properties, in trust, as herein granted or take any
action which may be desirable or necessary in connection therewith, it may be
necessary that the Trustee appoint an individual or institution as a separate or
co-trustee meeting the requirements of the Indenture. The following provisions
of this Section 613 are adopted to these ends.

          In the event that the Trustee appoints an additional individual or
institution as a separate or co-trustee, each and every remedy, power, right,
claim, demand, cause of action, immunity, estate, title, interest and lien
expressed or intended by this Indenture to be exercised by or vested in or
conveyed to the Trustee with respect thereto shall be exercisable by and vest in
such separate or co-trustee but only to the extent necessary to enable such
separate or co-trustee to exercise such powers, rights and remedies, and only to
the extent that the Trustee by the laws of any jurisdiction is incapable of
exercising such powers, rights and remedies and every covenant and obligation
necessary to the exercise thereof by such separate or co-trustee shall run to
and be enforceable by either of them.

          Should any instrument in writing from the Company be required by the
separate or co-trustee so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties, rights, powers, trusts,
duties and obligations, any and all such instruments in writing shall, on
request, be executed, acknowledged and delivered by the Issuer at the expense of
the Company; provided, that if an Event of Default shall have occurred and be
continuing, if the Company does not execute any such instrument within fifteen
(15) days after request therefor, the Trustee shall be empowered as an
attorney-in-fact for the Company to execute any such instrument in the Company's
name and stead. In case any separate or co-trustee or a successor to either
shall die, become incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations of such separate or
co-trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee until the appointment of a new trustee or successor to such separate or
co-trustee.

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

          The Company will furnish or cause to be furnished to the Trustee:

          (a)    semiannually, not more than 10 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date; and

          (b) at such other times as the Trustee may reasonably request in
writing, within 30 days after receipt by the Company of any such request, a list
of similar form and content to that in subsection (a) hereof as of a date not
more than 15 days prior to the time such list is furnished;

PROVIDED, HOWEVER, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

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     SECTION 702.  DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the
Securities, and the Trustee shall comply with Trust Indenture Act Section
312(b). The Company, the Guarantors, the Trustee, the Security Registrar and any
other Person shall have the protection of Trust Indenture Act Section 312(c).
Further, every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company, the Guarantors, the
Trustee or any agent of any of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders in
accordance with Trust Indenture Act Section 312, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Trust Indenture Act Section 312.

     SECTION 703.  REPORTS BY TRUSTEE.

          (a)    Within 60 days after July 15 of each year commencing with the
first July 15 after the issuance of Securities, the Trustee, if so required
under the Trust Indenture Act, shall transmit by mail to all Holders, in the
manner and to the extent provided in Trust Indenture Act Section 313(c), a brief
report dated as of such July 15 in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(a). The Trustee shall also
transmit by mail to all Holders, in the manner and to the extent provided in
Trust Indenture Act Section 313(c), a brief report in accordance with and with
respect to the matters required by Trust Indenture Act Section 313(b)(2).

          (b)    A copy of each report transmitted to Holders pursuant to this
Section 703 shall, at the time of such transmission, be mailed to the Company
and filed with each stock exchange, if any, upon which the Securities are listed
and also with the Commission. The Company will notify the Trustee promptly if
the Securities are listed on any stock exchange.

     SECTION 704.  REPORTS BY COMPANY AND GUARANTORS.

          The Company, and each Guarantor, as the case may be, shall:

          (a)    file with the Trustee any information required by the Trust
Indenture Act; and

          (b)    within 15 days after the filing thereof with the Trustee,
transmit by mail to all Holders in the manner and to the extent provided in
Trust Indenture Act Section 313(c), such summaries of any information, documents
and reports required to be filed by the Company or any Guarantor, as the case
may be, pursuant to Section 1020 hereunder and subsection (a) of this Section
704 as are required by rules and regulations prescribed from time to time by the
Commission.

                                  ARTICLE EIGHT

                      CONSOLIDATION, MERGER, SALE OF ASSETS

     SECTION 801.  COMPANY AND GUARANTORS MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.

          (a)    The Company will not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or series of

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transactions, if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or disposition
of all or substantially all of the properties and assets of the Company and its
Restricted Subsidiaries on a Consolidated basis to any other Person or group of
Persons (other than the Company or a Guarantor), unless at the time and after
giving effect thereto:

                 (1)    either (a) the Company will be the continuing
     corporation or (b) the Person (if other than the Company) formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by sale, assignment, conveyance, transfer, lease or disposition
     all or substantially all of the properties and assets of the Company and
     its Restricted Subsidiaries on a Consolidated basis (the "Surviving
     Entity") will be a corporation or limited liability company (with a
     corporate co-obligor) duly organized and validly existing under the laws of
     the United States of America or any state thereof or the District of
     Columbia or the laws of Canada or any province or territory thereof and
     such Person expressly assumes, by a supplemental indenture, in a form
     reasonably satisfactory to the Trustee, all the obligations of the Company
     under the Securities and this Indenture and the Registration Rights
     Agreement, as the case may be, and the Securities and this Indenture and
     the Registration Rights Agreement will remain in full force and effect as
     so supplemented (and any Guarantees will be confirmed as applying to such
     Surviving Entity's obligations);

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

                 (3)    immediately before and immediately after giving effect
     to such transaction on a PRO FORMA basis (on the assumption that the
     transaction occurred on the first day of the four-quarter period for which
     financial statements are available ending immediately prior to the
     consummation of such transaction with the appropriate adjustments with
     respect to the transaction being included in such PRO FORMA calculation),
     (a) the Company (or the Surviving Entity if the Company is not the
     continuing obligor under this Indenture) could incur $1.00 of additional
     Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (a)
     of Section 1008 hereof; or (b) the Company's Consolidated Fixed Charge
     Coverage Ratio on such a PRO FORMA basis would be greater than the
     Company's Fixed Charge Coverage Ratio without giving such PRO FORMA effect
     to the transaction;

                 (4)    at the time of the transaction, each Guarantor, if any,
     unless it is the other party to the transactions described above, will have
     by supplemental indenture confirmed that its Guarantee shall apply to such
     Person's obligations under this Indenture and the Securities;

                 (5)    at the time of the transaction, if any of the property
     or assets of the Company or any of its Restricted Subsidiaries would
     thereupon become subject to any Lien, the provisions of Section 1011 hereof
     are complied with; and

                 (6)    at the time of the transaction, the Company or the
     Surviving Entity will have delivered, or caused to be delivered, to the
     Trustee, in form and substance reasonably satisfactory to the Trustee, an
     Officers' Certificate and an Opinion of Counsel, each to the

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     effect that such consolidation, merger, transfer, sale, assignment,
     conveyance, transfer, lease or other transaction and the supplemental
     indenture in respect thereof comply with this Indenture and that all
     conditions precedent therein provided for relating to such transaction have
     been complied with.

          (b)    Each Guarantor will not, and the Company will not permit a
Guarantor to, in a single transaction or through a series of related
transactions, (x) consolidate with or merge with or into any other Person (other
than the Company or any Guarantor or for the sole purpose of reincorporating in
another jurisdiction) or (y) sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets to any Person
or group of Persons (other than the Company or any Guarantor) or permit any of
its Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
that would result in a sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the
Company and its Restricted Subsidiaries on a Consolidated basis to any other
Person or group of Persons (other than the Company or any Guarantor), unless at
the time and after giving effect thereto:

                 (1)    either (a) the Guarantor will be the continuing
     corporation in the case of a consolidation or merger involving the
     Guarantor or (b) the Person (if other than the Guarantor) formed by such
     consolidation or into which such Guarantor is merged or the Person which
     acquires by sale, assignment, conveyance, transfer, lease or disposition
     all or substantially all of the properties and assets of the Company and
     its Restricted Subsidiaries on a Consolidated basis (the "Surviving
     Guarantor Entity") will be a corporation, limited liability company,
     limited liability partnership, partnership or trust duly organized and
     validly existing under the laws of the United States of America or any
     state thereof or the District of Columbia or the laws of Canada or any
     province or territory thereof and such Person expressly assumes, by a
     supplemental indenture, in a form reasonably satisfactory to the Trustee,
     all the obligations of such Guarantor under its Guarantee of the Securities
     and this Indenture and the Registration Rights Agreement and such
     Guarantee, Indenture and Registration Rights Agreement will remain in full
     force and effect;

                 (2)    immediately before and immediately after giving effect
     to such transaction on a PRO FORMA basis, no Default or Event of Default
     will have occurred and be continuing; and

                 (3)    at the time of the transaction such Guarantor or the
     Surviving Guarantor Entity will have delivered, or caused to be delivered,
     to the Trustee, in form and substance reasonably satisfactory to the
     Trustee, an Officers' Certificate and an Opinion of Counsel, each to the
     effect that such consolidation, merger, transfer, sale, assignment,
     conveyance, lease or other transaction and the supplemental indenture in
     respect thereof comply with this Indenture and that all conditions
     precedent therein provided for relating to such transaction have been
     complied with; PROVIDED, HOWEVER, that this paragraph shall not apply to
     any Guarantor whose Guarantee of the Securities is unconditionally released
     and discharged in accordance with paragraph (b) of Section 1013 hereof.

     SECTION 802.  SUCCESSOR SUBSTITUTED.

          In the event of any transaction (other than a lease) described in and
complying with the conditions listed in Section 801 in which the Company or any
Guarantor, as the case may be, is not the

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continuing corporation, the successor Person formed or remaining or to which
such transfer is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be, and
the Company or any Guarantor, as the case may be, would be discharged from all
obligations and covenants under this Indenture and the Securities or its
Guarantee, as the case may be, and the Registration Rights Agreement.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     SECTION 901.  SUPPLEMENTAL INDENTURES AND AGREEMENTS WITHOUT CONSENT OF
HOLDERS.

          Without the consent of any Holders, the Company, the Guarantors, if
any, and any other obligor under the Securities when authorized by or pursuant
to a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto or agreements or other
instruments with respect to this Indenture, the Securities or any Guarantee, in
form and substance satisfactory to the Trustee, for any of the following
purposes:

          (a)    to evidence the succession of another Person to the Company or
a Guarantor, and the assumption by any such successor of the covenants of the
Company or such Guarantor herein and in the Securities and in any Guarantee in
accordance with Article Eight;

          (b)    to add to the covenants of the Company, any Guarantor or any
other obligor upon the Securities for the benefit of the Holders, or to
surrender any right or power conferred upon the Company or any Guarantor or any
other obligor upon the Securities, as applicable, herein, in the Securities or
in any Guarantee;

          (c)    (i) to cure any ambiguity, or to correct or supplement any
provision herein, the Securities or any Guarantee which may be defective or
inconsistent with any other provision herein, in the Securities or any Guarantee
or (ii) make any other changes herein with respect to matters or questions
arising under this Indenture, the Securities or the Guarantees; PROVIDED that,
in the case of clause (ii), such provisions shall not adversely affect the
interest of the Holders in any material respect, as evidenced by an Opinion of
Counsel;

          (d)    to comply with the requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the Trust Indenture
Act, as contemplated by Section 905 or otherwise;

          (e)    to add a Guarantor pursuant to the requirements of Section 1013
hereof or otherwise or release any Guarantee in accordance with this Indenture;

          (f)    to evidence and provide the acceptance of the appointment of a
successor trustee hereunder;

          (g)    to mortgage, pledge, hypothecate or grant a security interest
in favor of the Trustee for the benefit of the Holders as additional security
for the payment and performance of the Company's and any Guarantor's Indenture
Obligations, in any property, or assets, including any of which are required to
be mortgaged, pledged or hypothecated, or in which a security interest is
required to be granted to the Trustee pursuant to this Indenture or otherwise;

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          (h)    to make any change in order to conform this Indenture to the
description of Securities contained in "Description of Notes - Senior
Subordinated Notes" in the Offering Memorandum; or

          (i)    to make any change to comply with Section 3(l) of the purchase
agreement related to the sale of the Securities.

     SECTION 902.  SUPPLEMENTAL INDENTURES AND AGREEMENTS WITH CONSENT OF
HOLDERS.

          Except as permitted by Section 901, with the consent of the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
(including consents obtained in connection with a tender offer or exchange offer
for Securities), by Act of said Holders delivered to the Company, each
Guarantor, if any, and the Trustee, the Company and each Guarantor (if a party
thereto) when authorized by or pursuant to Board Resolutions, and the Trustee
may (i) enter into an indenture or indentures supplemental hereto or agreements
or other instruments with respect to any Guarantee in form and substance
satisfactory to the Trustee, for the purpose of adding any provisions to or
amending, modifying or changing in any manner or eliminating any of the
provisions of this Indenture, the Securities or any Guarantee (including but not
limited to, for the purpose of modifying in any manner the rights of the Holders
under this Indenture, the Securities or any Guarantee) or (ii) waive compliance
with any provision in this Indenture, the Securities or any Guarantee (other
than waivers of past Defaults which are covered by Section 513 and waivers of
covenants which are covered by Section 1007); PROVIDED, HOWEVER, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Security affected thereby:

          (a)    change the Stated Maturity of the principal of, or any
installment of interest on, or change to an earlier date any Redemption Date of,
or waive a default in the payment of the principal of, premium, if any, or
interest on, any such Security or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
change the coin or currency in which the principal of any such Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date);

          (b)    reduce the percentage in principal amount of such Outstanding
Securities, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for any waiver or
compliance with certain provisions of this Indenture;

          (c)    modify any of the provisions of this Section 902 or Section 513
or 1007, except to increase the percentage of such Outstanding Securities
required for such actions or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
such Security affected thereby;

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

          (e)    amend or modify any of the provisions of this Indenture in any
manner which makes any change to the subordination provisions of the Securities
or makes any change to the subordination provisions of any Guarantee and,
PROVIDED, FURTHER, that no such supplemental indenture, agreement or instrument
shall amend or waive any provision of Article Thirteen or Sections 1416

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through 1429 hereof in the manner that adversely affects the rights of any
Holder of Senior Indebtedness then outstanding in any material respect unless
Holders of such Senior Indebtedness (or any group or representative thereof
authorized to give such consent) give their consent to such amendment.

          Upon the written request of the Company and each Guarantor, if any,
accompanied by a copy of Board Resolutions authorizing the execution of any such
supplemental indenture or Guarantee, and upon the filing with the Trustee of
evidence of the consent of Holders as aforesaid, subject to Section 903, the
Trustee shall join with the Company and each Guarantor in the execution of such
supplemental indenture or Guarantee.

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

     SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES AND AGREEMENTS.

          In executing, or accepting the additional trusts created by, any
supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 602 hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (a) is authorized or permitted by this Indenture and (b) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Restricted Subsidiary.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement or instrument which affects the Trustee's own rights,
duties or immunities under this Indenture, any Guarantee or otherwise.

     SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

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

     SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

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

     SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

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     SECTION 907.  NOTICE OF SUPPLEMENTAL INDENTURES.

          Promptly after the execution by the Company, any Guarantor and the
Trustee of any supplemental indenture pursuant to the provisions of Section 902,
the Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

     SECTION 908.  REVOCATION AND EFFECTS OF CONSENTS.

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

                                   ARTICLE TEN

                                    COVENANTS

     SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

          The Company shall duly and punctually pay the principal of, premium,
if any, and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

     SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall maintain an office or agency where Securities may be
presented or surrendered for payment. The Company also will maintain in The City
of New York an office or agency where Securities may be surrendered for
registration of transfer, redemption or exchange and where notices and demands
to or upon the Company in respect of the Securities and this Indenture may be
served. The office of an affiliate of the Trustee, Wells Fargo Corporate Trust,
at its corporate trust office initially located at The Depository Trust Company,
1st Floor, TADS Dept., 55 Water Street, New York, NY 10041 will be such office
or agency of the Company, unless the Company shall designate and maintain some
other office or agency for one or more of such purposes. The Company will give
prompt written notice to the Trustee of the location and any change in the
location of any such offices or agencies. If at any time the Company shall fail
to maintain any such required offices or agencies or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the office of the Trustee and the Company
hereby appoints the Trustee such agent as its agent to receive all such
presentations, surrenders, notices and demands.

          The Company may from time to time designate one or more other offices
or agencies (in or outside of The City of New York) where the Securities may be
presented or surrendered for any or all such purposes, and may from time to time
rescind such designation. The Company will give

                                     - 100 -
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prompt written notice to the Trustee of any such designation or rescission and
any change in the location of any such office or agency.

          The Company hereby appoints the Trustee to act as the initial Paying
Agent for the Securities.

     SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

          If the Company or any of its Affiliates shall at any time act as
Paying Agent, it will, on or before each due date of the principal of, premium,
if any, or interest on any of the Securities, segregate and hold in trust for
the benefit of the Holders entitled thereto a sum sufficient to pay the
principal, premium, if any, or interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided, and will
promptly notify the Trustee of its action or failure so to act.

          If the Company or any of its Affiliates is not acting as Paying Agent,
the Company will, on or before each due date of the principal of, premium, if
any, or interest on any of the Securities, deposit with a Paying Agent a sum in
same day funds sufficient to pay the principal, premium, if any, or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of such action or
any failure so to act.

          If the Company is not acting as Paying Agent, the Company will cause
each Paying Agent other than the Trustee to execute and deliver to the Trustee
an instrument in which such Paying Agent shall agree with the Trustee, subject
to the provisions of this Section 1003, that such Paying Agent will:

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

          (b)    give the Trustee notice of any Default by the Company or any
Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal, premium, if any, or interest on the Securities;

          (c)    at any time during the continuance of any such Default, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent; and

          (d)    acknowledge, accept and agree to comply in all aspects with the
provisions of this Indenture relating to the duties, rights and liabilities of
such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
or interest on any Security and

                                     - 101 -
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remaining unclaimed for two years after such principal and premium, if any, or
interest has become due and payable shall promptly be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in THE
NEW YORK TIMES and THE WALL STREET JOURNAL (national edition), and mail to each
such Holder, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification, publication and mailing, any unclaimed balance of such money then
remaining will promptly be repaid to the Company.

     SECTION 1004. CORPORATE EXISTENCE.

          Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence and related rights and franchises (charter and statutory) of the
Company and each Restricted Subsidiary; PROVIDED, HOWEVER, that the Company
shall not be required to preserve any such right or franchise or the corporate
existence of any such Restricted Subsidiary if the Board of Directors of the
Company shall determine that the preservation thereof is no longer necessary or
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries as a whole and that the loss thereof would not reasonably be
expected to have a material adverse effect on the ability of the Company to
perform its obligations hereunder; and PROVIDED, FURTHER, HOWEVER, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary or any of its assets in compliance with the terms of this Indenture.

     SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

          The Company shall pay or discharge or cause to be paid or discharged,
on or before the date the same shall become due and payable, (a) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
of its Restricted Subsidiaries shown to be due on any return of the Company or
any of its Restricted Subsidiaries or otherwise assessed or upon the income,
profits or property of the Company or any of its Restricted Subsidiaries if
failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to
perform its obligations hereunder and (b) all lawful claims for labor, materials
and supplies, which, if unpaid, would by law become a Lien upon the property of
the Company or any of its Restricted Subsidiaries, except for any Lien permitted
to be incurred under Section 1011, if failure to pay or discharge the same could
reasonably be expected to have a material adverse effect on the ability of the
Company or any Guarantor to perform its obligations hereunder; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and in respect of which
appropriate reserves (in the good faith judgment of management of the Company)
are being maintained in accordance with GAAP.

     SECTION 1006. MAINTENANCE OF PROPERTIES.

          (a)    The Company shall cause all material properties owned by the
Company and its Restricted Subsidiaries or used or held for use in the conduct
of its business or the business of any of its Restricted Subsidiaries to be
maintained and kept in good condition, repair and working order

                                     - 102 -
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(ordinary wear and tear excepted) and supplied with all necessary equipment and
will cause to be made all necessary repairs, renewals, replacements, betterments
and improvements thereof, all as in the reasonable judgment of the Company may
be appropriate and necessary so that the business carried on in connection
therewith may be properly conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section 1006 shall prevent the Company from discontinuing the
maintenance of any of such properties if such discontinuance is in the ordinary
course of business or, in the reasonable judgment of the Company, desirable in
the conduct of its business or the business of any of its Restricted
Subsidiaries and not reasonably expected to have a material adverse effect on
the ability of the Company to perform its obligations hereunder; and PROVIDED,
FURTHER, HOWEVER, that the foregoing shall not prohibit a sale, transfer or
conveyance of a Restricted Subsidiary or any of its properties or assets in
compliance with the terms of this Indenture.

          (b)    The Company shall at all times keep all of its and its
Restricted Subsidiaries' properties which are of an insurable nature insured
with insurers, believed by the Company in good faith to be financially sound and
responsible, against loss or damage to the extent that property of similar
character is usually so insured by corporations similarly situated and owning
like properties in the same general geographic areas in which the Company and
its Restricted Subsidiaries operate, except where the failure to do so could not
reasonably be expected to have a material adverse effect on the condition
(financial or otherwise), earnings, business affairs or prospects of the Company
and its Restricted Subsidiaries, taken as a whole.

     SECTION 1007. WAIVER OF CERTAIN COVENANTS.

          The Company and the Guarantors may omit in any particular instance to
comply with any covenant or condition set forth in Sections 1006 through 1013
(other than this Section 1007) and 1015 through 1021, if, before or after the
time for such compliance, the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding shall, by Act of such
Holders, waive such compliance in such instance with such covenant or provision,
but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.

     SECTION 1008. LIMITATION ON INDEBTEDNESS.

          (a)    The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, issue, incur,
assume, guarantee or otherwise in any manner become directly or indirectly
liable for the payment of or otherwise incur, contingently or otherwise
(collectively, "incur"), any Indebtedness (including any Acquired Indebtedness),
unless such Indebtedness is incurred by the Company or any Guarantor or
constitutes Acquired Indebtedness of a Restricted Subsidiary and, in each case,
the Company's Consolidated Fixed Charge Coverage Ratio for the most recent four
full fiscal quarters for which financial statements are available immediately
preceding the incurrence of such Indebtedness taken as one period is at least
equal to or greater than 2.0:1.

          (b)    Notwithstanding the foregoing, the Company and, to the extent
specifically set forth below in this paragraph (b), the Restricted Subsidiaries
may incur each and all of the following (collectively, the "Permitted
Indebtedness"):

                 (1)    Indebtedness of the Company and its Restricted
     Subsidiaries (or

                                     - 103 -
<Page>

     guarantees by Restricted Subsidiaries of such Indebtedness) under or in
     respect of a Credit Facility (including any term loans made pursuant
     thereto or under any revolving credit facility or in respect of letters of
     credit thereunder) not to exceed the greater of (a) an aggregate principal
     amount at any one time outstanding of $1,700.0 million, minus the aggregate
     amount of all Net Cash Proceeds of any Asset Sale (other than a Sale and
     Leaseback Transaction) applied by the Company or a Restricted Subsidiary to
     prepay permanently or repay permanently Indebtedness under the Credit
     Agreement pursuant to the covenant described under Section 1012 or (b) the
     sum of (i) 60% of the aggregate book value of the inventory of the Company
     and its Restricted Subsidiaries, (ii) 80% of the aggregate book value of
     the accounts receivable of the Company and its Restricted Subsidiaries and
     (iii) $450.0 million, in each case determined on a Consolidated basis as of
     the most recently ended fiscal quarter of the Company for which financial
     statements of the Company are available;

                 (2)    Indebtedness of the Company or any Restricted Subsidiary
     pursuant to (a) the Securities (excluding any Additional Securities) and
     any Guarantee of the Securities, (b) any Exchange Securities issued in
     exchange for the Securities pursuant to the Registration Rights Agreement,
     (c) the Senior Securities (excluding any Additional Senior Securities) and
     any Senior Note Guarantee of the Senior Notes and (d) any Senior Exchange
     Securities issued in exchange for the Senior Securities pursuant to the
     Registration Rights Agreement;

                 (3)    Indebtedness of the Company or any Restricted Subsidiary
     outstanding on the date of this Indenture and not otherwise referred to in
     this definition of "Permitted Indebtedness";

                 (4)    Indebtedness of the Company owing to a Restricted
     Subsidiary; PROVIDED that any Indebtedness of the Company owing to a
     Restricted Subsidiary that is not a Guarantor is subordinated in right of
     payment from and after such time as the Securities shall become due and
     payable (whether at Stated Maturity, acceleration or otherwise) to the
     payment and performance of the Company's obligations under the Securities;
     PROVIDED, FURTHER, that any disposition, pledge or transfer of any such
     Indebtedness to a Person (other than a disposition, pledge or transfer to a
     Restricted Subsidiary or a pledge to or for the benefit of the lenders
     under a Credit Facility) shall be deemed to be an incurrence of such
     Indebtedness by the Company or other obligor not permitted by this clause
     (4);

                 (5)    Indebtedness of a Restricted Subsidiary owing to the
     Company or another Restricted Subsidiary; PROVIDED, that (a) any
     disposition, pledge or transfer of any such Indebtedness to a Person (other
     than a disposition, pledge or transfer to the Company or a Restricted
     Subsidiary or a pledge to or for the benefit of the lenders under a Credit
     Facility) shall be deemed to be an incurrence of such Indebtedness by the
     obligor not permitted by this clause (5), and (b) any transaction pursuant
     to which any Restricted Subsidiary, which has Indebtedness owing to the
     Company or any other Restricted Subsidiary, ceases to be a Restricted
     Subsidiary shall be deemed to be the incurrence of Indebtedness by such
     Restricted Subsidiary that is not permitted by this clause (5);

                 (6)    guarantees of any Restricted Subsidiary of Indebtedness
     of the Company or any of its Restricted Subsidiaries which is permitted to
     be incurred under this Indenture, PROVIDED that such guarantees are made in
     accordance with the provisions of Section 1013;

                 (7)    obligations of the Company or any Restricted Subsidiary
     entered into in

                                     - 104 -
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     the ordinary course of business for financial management and not for
     speculative purposes

                        (a)    pursuant to Interest Rate Agreements designed to
                 protect the Company or any Restricted Subsidiary against
                 fluctuations in interest rates in respect of Indebtedness of
                 the Company or any Restricted Subsidiary, or

                        (b)    under any Currency Hedging Agreements or
                 Commodity Price Protection Agreements;

                 (8)    Indebtedness of the Company or any Restricted Subsidiary
     represented by Capital Lease Obligations (whether or not incurred pursuant
     to Sale and Leaseback Transactions) or Purchase Money Obligations or other
     Indebtedness incurred or assumed in connection with the acquisition or
     development of real or personal, movable or immovable, property in each
     case incurred for the purpose of financing or refinancing all or any part
     of the purchase price or cost of construction or improvement of property
     used in the business of the Company, in an aggregate principal amount
     pursuant to this clause (8) not to exceed 4.0% of Consolidated Net Tangible
     Assets outstanding at any time; PROVIDED that the principal amount of any
     Indebtedness permitted under this clause (8) does not in each case at the
     time of incurrence exceed the Fair Market Value, as determined by the
     Company in good faith, of the acquired or constructed asset or improvement
     so financed;

                 (9)    Indebtedness of the Company or any of its Restricted
     Subsidiaries in connection with surety, performance, appeal or similar
     bonds, bankers' acceptances, completion guarantees or similar instruments
     pursuant to self-insurance and workers' compensation obligations; PROVIDED
     that, in each case contemplated by this clause (9), upon the drawing of
     such letters of credit or other instrument, such obligations are reimbursed
     within 30 days following such drawing; PROVIDED, FURTHER, that such
     Indebtedness is not in connection with the borrowing of money or the
     obtaining of advances or credit;

                 (10)   Indebtedness of the Company or any of its Restricted
     Subsidiaries 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 10 Business Days of incurrence;

                 (11)   Indebtedness of the Company to the extent the net
     proceeds thereof are promptly deposited to defease the Securities as
     described under Article Four;

                 (12)   Indebtedness of the Company or any Restricted Subsidiary
     arising from agreements for indemnification or purchase price adjustment
     obligations or similar obligations, earn-outs, non-compete, consulting,
     deferred compensation or other similar obligations or from guarantees or
     letters of credit, surety bonds or performance bonds securing any
     obligation of the Company or a Restricted Subsidiary pursuant to such an
     agreement, in each case, incurred or assumed in connection with the
     acquisition or disposition of any business, assets or Capital Stock of a
     Restricted Subsidiary; PROVIDED that the maximum assumable liability in
     respect of all such obligations shall at no time exceed the gross proceeds
     actually paid or received by the Company and any Restricted Subsidiary,
     including the Fair Market Value of non-cash proceeds;

                                     - 105 -
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                 (13)   any renewals, extensions, substitutions, refundings,
     refinancings or replacements (collectively, a "refinancing") of any
     Indebtedness incurred pursuant to paragraph (a) of this Section 1008 and
     clauses (2) and (3) of this paragraph (b) of this definition of "Permitted
     Indebtedness," including any successive refinancings so long as the
     borrower under such refinancing is the Company or, if not the Company, the
     same as the borrower of the Indebtedness being refinanced and the aggregate
     principal amount of Indebtedness represented thereby (or if such
     Indebtedness provides for an amount less than the principal amount thereof
     to be due and payable upon a declaration of acceleration of the maturity
     thereof, the original issue price of such Indebtedness plus any accreted
     value attributable thereto since the original issuance of such
     Indebtedness) is not increased by such refinancing plus the lesser of (a)
     the stated amount of any premium or other payment required to be paid in
     connection with such a refinancing pursuant to the terms of the
     Indebtedness being refinanced or (b) the amount of premium or other payment
     actually paid at such time to refinance the Indebtedness, plus, in either
     case, the amount of expenses of the Company incurred in connection with
     such refinancing and (1) in the case of any refinancing of Indebtedness
     that is Subordinated Indebtedness, such new Indebtedness is made
     subordinated to the Securities at least to the same extent as the
     Indebtedness being refinanced and (2) in the case of Pari Passu
     Indebtedness or Subordinated Indebtedness, as the case may be, such
     refinancing does not reduce the Average Life to Stated Maturity or the
     Stated Maturity of such Indebtedness;

                 (14)   Indebtedness of the Company and its Restricted
     Subsidiaries representing obligations under any employment arrangements to
     make payments with respect to the cancellation or repurchase of Capital
     Stock of the Company or its Restricted Subsidiaries in an aggregate
     principal amount not to exceed $5.0 million outstanding at any one time;

                 (15)   Indebtedness consisting of take or pay obligations
     contained in supply agreements entered into in the ordinary course of
     business;

                 (16)   Indebtedness of the Company consisting of inventory,
     furniture, fixtures and equipment buyback arrangements entered into in the
     ordinary course of business with the Company's Canadian drugstore
     franchisees;

                 (17)   any guarantees by the Company of Indebtedness of the
     Company's Canadian drugstore franchisees in an aggregate principal amount
     not to exceed $30.0 million at any one time; and

                 (18)   Indebtedness of the Company and its Restricted
     Subsidiaries in addition to that described in clauses (1) through (17)
     above, and any renewals, extensions, substitutions, refinancings or
     replacements of such Indebtedness, so long as the aggregate principal
     amount of all such Indebtedness shall not exceed $150.0 million outstanding
     at any one time in the aggregate.

          (c)    For purposes of determining compliance with this Section 1008,
in the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness permitted by this Section 1008, the Company in its
sole discretion shall classify or reclassify such item of Indebtedness and only
be required to include the amount of such Indebtedness as one of such types;
PROVIDED that Indebtedness under the Credit Agreement which is in existence
following the Issue Date, and any renewals, extensions, substitutions,
refundings, refinancings or replacements thereof, in an amount not in excess of
the amount permitted to be incurred pursuant to clause (1) of paragraph (b) of

                                     - 106 -
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this Section 1008, shall be deemed to have been incurred pursuant to clause (1)
of paragraph (b) of this Section 1008 rather than paragraph (a) of this Section
1008. For clarity purposes, the Company may incur Indebtedness under a Credit
Facility in amounts after the Issue Date in excess of the amounts outstanding on
the Issue Date (or amounts committed thereunder) under any other paragraph of
this Section 1008.

          (d)    Indebtedness permitted by this Section 1008 need not be
permitted solely by reference to one provision permitting such Indebtedness but
may be permitted in part by one such provision and in part by one or more other
provisions of this Section 1008 permitting such Indebtedness.

          (e)    Accrual of interest, accretion or amortization of original
issue discount and the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the accretion or payment of
dividends on any Redeemable Capital Stock or Preferred Stock in the form of
additional shares of the same class of Redeemable Capital Stock or Preferred
Stock will not be deemed to be an incurrence of Indebtedness for purposes of
this Section 1008; PROVIDED, in each such case, that the amount thereof as
accrued is included in Consolidated Fixed Charge Coverage Ratio of the Company.

          (f)    For purposes of determining compliance with any U.S.
dollar-denominated restriction on the incurrence of Indebtedness denominated in
a different currency, the U.S. dollar-equivalent principal amount of such
Indebtedness incurred pursuant thereto shall be calculated based on the relevant
currency exchange rate in effect on the date that such Indebtedness was
incurred. Notwithstanding any other provision of this Section 1008, (a) the
maximum amount that the Company or a Restricted Subsidiary of the Company may
incur pursuant to this Section 1008 shall not be deemed to be exceeded, with
respect to outstanding Indebtedness, due solely to the result of fluctuations in
the exchange rates of currencies and (b) the Company or a Restricted Subsidiary
may refinance any Indebtedness originally incurred in a currency other than U.S.
dollars even if the U.S. dollar-equivalent principal amount of such Indebtedness
on the date of refinancing would exceed the maximum amount that the Company or a
Restricted Subsidiary could incur under the relevant basket of Permitted
Indebtedness.

          (g)    If Indebtedness is secured by a letter of credit that serves
only to secure such Indebtedness, then the total amount deemed incurred shall be
equal to the greater of (x) the principal of such Indebtedness and (y) the
amount that may be drawn under such letter of credit.

          (h)    The amount of Indebtedness issued at a price less than the
amount of the liability thereof shall be determined in accordance with GAAP.

     SECTION 1009. LIMITATION ON RESTRICTED PAYMENTS.

          (a)    The Company will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly:

                 (1)    declare or pay any dividend on, or make any distribution
     to holders of, any shares of the Company's Capital Stock (other than
     dividends or distributions payable solely in shares of its Qualified
     Capital Stock or in options, warrants or other rights to acquire shares of
     such Qualified Capital Stock);

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                 (2)    purchase, redeem, defease or otherwise acquire or retire
     for value, directly or indirectly, the Company's Capital Stock or any
     Capital Stock of any Affiliate of the Company, including any Subsidiary of
     the Company (other than Capital Stock of any Restricted Subsidiary of the
     Company) or options, warrants or other rights to acquire such Capital
     Stock;

                 (3)    make any principal payment on, or repurchase, redeem,
     defease, retire or otherwise acquire for value, prior to any scheduled
     principal payment, sinking fund payment or maturity, any Subordinated
     Indebtedness, except a purchase, repurchase, redemption, defeasance or
     retirement within one year of final maturity thereof;

                 (4)    declare or pay any dividend or distribution on any
     Capital Stock of any Restricted Subsidiary to any Person (other than (a) to
     the Company or any of its Wholly Owned Restricted Subsidiaries or (b)
     dividends or distributions made by a Restricted Subsidiary on a pro rata
     basis to all stockholders of such Restricted Subsidiary); or

                 (5)    make any Investment in any Person (other than any
     Permitted Investments);

(any of the foregoing actions described in clauses (1) through (5) of paragraph
(a) of this Section 1009, other than any such action that is a Permitted Payment
(as defined below in this Section 1009), collectively, "Restricted Payments")
(the amount of any such Restricted Payment, if other than cash, shall be the
Fair Market Value of the assets proposed to be transferred, as determined by the
Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Board Resolution), unless

                 (1)    immediately after giving effect to such proposed
     Restricted Payment on a PRO FORMA basis, no Default or Event of Default
     shall have occurred and be continuing and such Restricted Payment shall not
     be an event which is, or after notice or lapse of time or both, would be,
     an "event of default" under the terms of any Indebtedness of the Company or
     its Restricted Subsidiaries;

                 (2)    immediately before and immediately after giving effect
     to such Restricted Payment on a PRO FORMA basis, the Company could incur
     $1.00 of additional Indebtedness (other than Permitted Indebtedness)
     pursuant to paragraph (a) of Section 1008; and

                 (3)    after giving effect to the proposed Restricted Payment,
     the aggregate amount of all such Restricted Payments declared or made after
     the date of this Indenture and all Designation Amounts does not exceed the
     sum of:

                        (A)    50% of the aggregate Consolidated Net Income of
                 the Company accrued on a cumulative basis during the period
                 beginning on June 1, 2004 and ending on the last day of the
                 Company's last fiscal quarter ending prior to the date of the
                 Restricted Payment (or, if such aggregate cumulative
                 Consolidated Net Income shall be a loss, minus 100% of such
                 loss);

                        (B)    the aggregate Net Cash Proceeds received after
                 the date of this Indenture by the Company either (1) as capital
                 contributions in the form of

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                 common equity to the Company or (2) from the issuance or sale
                 (other than to any of its Subsidiaries) of Qualified Capital
                 Stock of the Company or any options, warrants or rights to
                 purchase such Qualified Capital Stock of the Company (except,
                 in each case, to the extent such proceeds are used to purchase,
                 redeem or otherwise retire Capital Stock or Subordinated
                 Indebtedness as set forth below in clause (2) or (3) of
                 paragraph (b) of this Section 1009) (and excluding the Net Cash
                 Proceeds from the issuance of Qualified Capital Stock financed,
                 directly or indirectly, using funds borrowed from the Company
                 or any Subsidiary until and to the extent such borrowing is
                 repaid);

                        (C)    the aggregate Net Cash Proceeds received after
                 the date of this Indenture by the Company (other than from any
                 of its Subsidiaries) upon the exercise of any options, warrants
                 or rights to purchase Qualified Capital Stock of the Company
                 (and excluding the Net Cash Proceeds from the exercise of any
                 options, warrants or rights to purchase Qualified Capital Stock
                 financed, directly or indirectly, using funds borrowed from the
                 Company or any Subsidiary until and to the extent such
                 borrowing is repaid);

                        (D)    the aggregate Net Cash Proceeds received after
                 the date of this Indenture by the Company from the conversion
                 or exchange, if any, of debt securities or Redeemable Capital
                 Stock of the Company or its Restricted Subsidiaries into or for
                 Qualified Capital Stock of the Company plus, to the extent such
                 debt securities or Redeemable Capital Stock were issued after
                 the date of this Indenture, the aggregate of Net Cash Proceeds
                 from their original issuance (and excluding the Net Cash
                 Proceeds from the conversion or exchange of debt securities or
                 Redeemable Capital Stock financed, directly or indirectly,
                 using funds borrowed from the Company or any Subsidiary until
                 and to the extent such borrowing is repaid);

                        (E)    (a)     in the case of the disposition, repayment
                 or return of capital of any Investment constituting a
                 Restricted Payment (including any Investment in an Unrestricted
                 Subsidiary) made after the date of this Indenture, an amount
                 (to the extent not included in Consolidated Net Income) equal
                 to the lesser of the amount of the disposition or repayment or
                 return of capital with respect to such Investment and the
                 initial amount of such Investment, in either case, less the
                 cost of the disposition of such Investment and net of taxes,
                 and

                               (b)     in the case of the designation of an
                 Unrestricted Subsidiary as a Restricted Subsidiary (as long as
                 the designation of such Subsidiary as an Unrestricted
                 Subsidiary was deemed a Restricted Payment), the Fair Market
                 Value of the Company's interest in such Subsidiary, provided
                 that such amount shall not in any case exceed the amount of the
                 Restricted Payments deemed made at the time the Subsidiary was
                 designated as an Unrestricted Subsidiary and any Investments in
                 such Unrestricted Subsidiary after the date of such initial
                 designation; and

                        (F)    at any time after the extinguishment or
                 termination of any amount which previously qualified as a
                 Restricted Payment on account of any guarantee entered into by
                 the Company or any Restricted Subsidiary; PROVIDED that such

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                 guarantee has not been called upon and the obligation arising
                 under such guarantee no longer exists.

          (b)    Notwithstanding the foregoing, and in the case of clauses (2)
through (9) and (11) below, so long as no Default or Event of Default is
continuing or would arise therefrom, the foregoing provisions shall not prohibit
the following actions (each of clauses (1) through (7), (10) and (11) of
paragraph (b) of this Section 1009 being referred to as a "Permitted Payment"):

                 (1)    the payment of any dividend within 60 days after the
     date of declaration thereof, if at such date of declaration such payment
     was permitted by Section 1009(a) and such payment shall have been deemed to
     have been paid on such date of declaration and shall not have been deemed a
     "Permitted Payment" for purposes of the calculation required by Section
     1009(a);

                 (2)    the purchase, repurchase, redemption or other
     acquisition or retirement for value of any shares of any class of Capital
     Stock of the Company in exchange for (including any such exchange pursuant
     to the exercise of a conversion right or privilege in connection with which
     cash is paid in lieu of the issuance of fractional shares or scrip), or out
     of the Net Cash Proceeds of a substantially concurrent issuance and sale
     for cash, subject to notice and redemption periods (other than to a
     Subsidiary), of, other shares of Qualified Capital Stock of the Company;
     PROVIDED that the Net Cash Proceeds from the issuance of such shares of
     Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of
     this Section 1009;

                 (3)    the purchase, repurchase, redemption, defeasance,
     satisfaction and discharge, retirement or other acquisition for value or
     payment of principal of any Subordinated Indebtedness in exchange for, or
     in an amount not in excess of the Net Cash Proceeds of, a substantially
     concurrent issuance and sale for cash, subject to notice and redemption
     periods (other than to any Subsidiary of the Company), of any Qualified
     Capital Stock of the Company; PROVIDED that the Net Cash Proceeds from the
     issuance of such shares of Qualified Capital Stock are excluded from clause
     (3)(B) of paragraph (a) of this Section 1009;

                 (4)    the purchase, repurchase, redemption, defeasance,
     satisfaction and discharge, retirement, refinancing, acquisition for value
     or payment of principal of any Subordinated Indebtedness (other than
     Redeemable Capital Stock) (a "refinancing") through the substantially
     concurrent issuance of new Subordinated Indebtedness of the Company,
     subject to notice and redemption periods; PROVIDED that any such new
     Subordinated Indebtedness

                        (a)    shall be in a principal amount that does not
                 exceed the principal amount so refinanced (or, if such
                 Subordinated Indebtedness provides for an amount less than the
                 principal amount thereof to be due and payable upon a
                 declaration of acceleration thereof, then such lesser amount as
                 of the date of determination), plus the amount of any premium
                 or other payment required to be paid in connection with such a
                 refinancing pursuant to the terms of the Indebtedness being
                 refinanced, plus the amount of expenses of the Company incurred
                 in connection with such refinancing;

                        (b)    has an Average Life to Stated Maturity greater
                 than the remaining Average Life to Stated Maturity of the
                 Securities;

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                        (c)    has a Stated Maturity for its final scheduled
                 principal payment later than the Stated Maturity for the final
                 scheduled principal payment of the Securities; and

                        (d)    is expressly subordinated in right of payment to
                 the Securities at least to the same extent as the Subordinated
                 Indebtedness to be refinanced;

                 (5)    the repurchase of Capital Stock deemed to occur upon
     exercise of stock options to the extent that shares of such Capital Stock
     represent a portion of the exercise price of such options;

                 (6)    the payment of cash in lieu of the issuance of
     fractional shares in connection with the exercise of warrants, options or
     other securities convertible into or exercisable for Capital Stock of the
     Company;

                 (7)    the repurchase, redemption, or other acquisition or
     retirement for value of Redeemable Capital Stock of the Company made by
     exchange for, or out of the proceeds of the sale of within 30 days of
     Redeemable Capital Stock; PROVIDED that any such new Redeemable Capital
     Stock is issued in accordance with Section 1008(a) and has an aggregate
     liquidation preference that does not exceed the aggregate liquidation
     preference of the amount so refinanced;

                 (8)    payments or distributions to stockholders pursuant to
     appraisal rights required under applicable law in connection with any
     consolidation, merger or transfer of assets that complies with the
     provisions of Article Eight;

                 (9)    regular quarterly dividend payments to holders of any
     shares of the Company's Capital Stock in the ordinary course of business or
     purchases of the Company's Capital Stock, in an amount not to exceed $35.0
     million in the aggregate in any fiscal year;

                 (10)   any repayment or redemption of intercompany Subordinated
     Indebtedness; and

                 (11)   Restricted Payments, in addition to that described in
     clauses (1) through (10) above, not to exceed $50.0 million in the
     aggregate since the Issue Date.

     SECTION 1010. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into any transaction
or series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with or for the
benefit of any Affiliate of the Company (other than the Company or a Restricted
Subsidiary) unless such transaction or series of related transactions is entered
into in good faith and in writing and

                 (1)    such transaction or series of related transactions is on
     terms that are no less favorable to the Company or such Restricted
     Subsidiary, as the case may be, than those that would be available in a
     comparable transaction in arm's-length dealings with an unrelated third
     party,

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                 (2)    with respect to any transaction or series of related
     transactions involving aggregate value in excess of $10.0 million,

                        (a)    the Company delivers an Officers' Certificate to
                 the Trustee certifying that such transaction or series of
                 related transactions complies with clause (1) above, and

                        (b)    such transaction or series of related
                 transactions has been approved by a majority of the
                 Disinterested Directors of the Board of Directors of the
                 Company, or in the event there is only one Disinterested
                 Director, by such Disinterested Director, or

                 (3)    with respect to any transaction or series of related
     transactions involving an aggregate value in excess of $50.0 million, the
     Company delivers to the Trustee a written opinion of an investment banking
     firm of national standing in the United States or Canada or other
     recognized independent expert with experience appraising the terms and
     conditions of the type of transaction or series of related transactions for
     which an opinion is required stating that the transaction or series of
     related transactions is fair to the Company or such Restricted Subsidiary
     from a financial point of view;

PROVIDED, HOWEVER, that this provision shall not apply to: (i) employee benefit
arrangements with any officer or director of the Company, including under any
stock option or stock incentive plans, and customary indemnification
arrangements with officers or directors of the Company, in each case entered
into in the ordinary course of business, (ii) any Restricted Payments made in
compliance with Section 1009 above, (iii) transactions effected as part of a
Permitted Securitization Transaction, (iv) any fees paid or expenses reimbursed
to to directors in the ordinary course in their capacity as such, (v) any sale
or issuance of Qualified Capital Stock to Affiliates of the Company and (vi)
transactions entered into in the ordinary course of business with Affiliates of
the Company who are Canadian drugstore franchisees, whether currently owned or
after-acquired, in their capacities as such, for purposes of (a) purchase and
sale of inventory for the related franchises, or (b) entering into the inventory
buyback or guarantee arrangements described under clauses (16) and (17) of the
definition of "Permitted Indebtedness".

     SECTION 1011. LIMITATION ON LIENS.

          The Company will not, and will not cause or permit any Restricted
Subsidiary to, directly or indirectly, create, incur or affirm any Lien (other
than Permitted Liens) of any kind upon any property or assets (including any
intercompany notes) securing obligations or liabilities of the Company or any
Restricted Subsidiary owed on the date of this Indenture or acquired after the
date of this Indenture, or assign or convey any right to receive any income or
profits therefrom, unless the Securities (or a Guarantee in the case of Liens of
a Guarantor) are directly secured equally and ratably with (or, in the case of
Subordinated Indebtedness, prior or senior thereto, with the same relative
priority as the Securities shall have with respect to such Subordinated
Indebtedness) the obligation or liability secured by such Lien except for any
Permitted Liens.

          Notwithstanding the foregoing, any Lien securing the Securities
granted pursuant to this covenant shall be automatically and unconditionally
released and discharged upon the release of any Lien described above on the
property or assets of the Company or any Restricted Subsidiary (including any
deemed release upon payment in full of all obligations secured by such Lien), at
the time of release

                                     - 112 -
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of such Lien on the property or assets of the Company or such Restricted
Subsidiary, or upon any sale, exchange or transfer to any Person not an
Affiliate of the Company of the property or assets secured by such Lien, or of
all of the Capital Stock held by the Company or any Restricted Subsidiary in, or
all or substantially all the assets of, any Restricted Subsidiary that owns the
property or assets subject to such Lien.

     SECTION 1012. LIMITATION ON SALE OF ASSETS.

          (a)    The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
unless (1) at least 75% of the consideration from such Asset Sale other than
Asset Swaps is received in cash and (2) the Company or such Restricted
Subsidiary receives consideration at the time of such Asset Sale at least equal
to the Fair Market Value of the shares or assets subject to such Asset Sale (as
determined by the Board of Directors of the Company and evidenced in a Board
Resolution).

          For purposes of Section (a)(1) of this Section 1012, the following
will be deemed to be cash: (A) the amount of any Senior Indebtedness of the
Company or any Restricted Subsidiary that is actually assumed by the transferee
in such Asset Sale and from which the Company and the Restricted Subsidiaries
are fully and unconditionally released (excluding any liabilities that are
incurred in connection with or in anticipation of such Asset Sale and contingent
liabilities), (B) the amount of any notes, securities or other similar
obligations received by the Company or any Restricted Subsidiary from such
transferee that are immediately converted, sold or exchanged (or are converted,
sold or exchanged within 30 days of the related Asset Sale) by the Company or
the Restricted Subsidiaries into cash in an amount equal to the Net Cash
Proceeds realized upon such conversion, sale or exchange and (C) the amount of
any Designated Non-cash Consideration received by the Company or any Restricted
Subsidiaries in such Asset Sale.

          With respect to an Asset Swap constituting an Asset Sale, the Company
or any Restricted Subsidiary shall be required to receive in cash an amount
equal to 75% of the proceeds of the Asset Sale which do not consist of like-kind
assets acquired with the Asset Swap.

          (b)    All or a portion of the Net Cash Proceeds of any Asset Sale may
be applied by the Company or a Restricted Subsidiary, to the extent the Company
or such Restricted Subsidiary elects (or is required by the terms of any
Indebtedness under the Credit Agreement):

                 (i)    to prepay permanently or repay permanently any Senior
     Indebtedness or Indebtedness of Restricted Subsidiaries that are not
     Guarantors then outstanding (PROVIDED, HOWEVER, that in the case of any
     such Indebtedness repaid under a revolving credit facility, such amounts
     may be reborrowed), or

                 (ii)   if the Company determines not to apply such Net Cash
     Proceeds to the permanent repayment or permanent prepayment of such
     Indebtedness, or if no such Indebtedness is then outstanding, within 365
     days of the Asset Sale, to invest the Net Cash Proceeds in properties
     (including, without limitation, capital expenditures with respect to
     improving existing assets) and other assets that (as determined by the
     Board of Directors of the Company) replace the properties and assets that
     were the subject of the Asset Sale or in properties and assets that will be
     used in the businesses of the Company or its Restricted Subsidiaries
     (including pursuant to capital expenditures).

                                     - 113 -
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          The amount of such Net Cash Proceeds not used or invested in
accordance with the preceding clauses (i) and (ii) within 365 days of the Asset
Sale constitutes "Excess Proceeds."

          (c)    When the aggregate amount of Excess Proceeds exceeds $30.0
million or more, the Company will make offers to purchase the Securities (in the
amount described in clause (i) below) and any other Pari Passu Indebtedness
outstanding with similar provisions requiring the Company to make an offer to
purchase such Pari Passu Indebtedness with the proceeds from any Asset Sale and
will apply the Excess Proceeds to the repayment of the Securities and such Pari
Passu Indebtedness of the respective holders thereof accepting the offers, as
follows:

                 (i)    the Company will make an offer to purchase (an "Offer")
     from all Holders of the Securities in accordance with the procedures set
     forth in this Indenture in the maximum principal amount (expressed as a
     multiple of $1,000) of Securities that may be purchased out of an amount
     (the "Security Amount") equal to the product of such Excess Proceeds
     multiplied by a fraction, the numerator of which is the outstanding
     principal amount of the Securities, and the denominator of which is the sum
     of the outstanding principal amount (or accreted value in the case of
     Indebtedness issued with original issue discount) of the Securities and
     such Pari Passu Indebtedness (subject to proration in the event such amount
     is less than the aggregate Offered Price (as defined below) of all
     Securities tendered), PROVIDED, however, that notwithstanding anything else
     in this Section 1012 any such Offer may be delayed until after the
     consummation of any similar offer to purchase required to be conducted
     pursuant to the Senior Securities Indenture or other Senior Indebtedness
     and any amounts used to repay or repurchase Senior Indebtedness shall be
     excluded from the calculation of Excess Proceeds for the purposes of the
     Offer; and

                 (ii)   to the extent required by such Pari Passu Indebtedness
     to permanently reduce the principal amount of such Pari Passu Indebtedness
     (or accreted value in the case of Indebtedness issued with original issue
     discount), the Company will make an offer to purchase or otherwise
     repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an
     amount (the "Pari Passu Debt Amount") equal to the excess of the Excess
     Proceeds over the Security Amount; PROVIDED that in no event will the
     Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount
     exceeding the principal amount (or accreted value) of such Pari Passu
     Indebtedness plus the amount of any premium required to be paid to
     repurchase such Pari Passu Indebtedness.

The offer price for the Securities will be payable in cash in an amount equal to
100% of the principal amount of the Securities plus accrued and unpaid interest,
if any, to the date (the "Offer Date") such Offer is consummated (the "Offered
Price"), in accordance with the procedures set forth in this Indenture. To the
extent that the aggregate Offered Price of the Securities tendered pursuant to
the Offer is less than the Security Amount relating thereto or the aggregate
amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is
less than the Pari Passu Debt Amount, the Company may use any remaining Excess
Proceeds for general corporate purposes, subject to the other covenants
contained in this Indenture. If the aggregate principal amount of (i) the
Securities surrendered by Holders thereof to the Trustee and (ii) Pari Passu
Indebtedness surrendered by Holders thereof to the Company exceeds the amount of
Excess Proceeds (as determined by the Company and set forth on an Officers'
Certificate delivered to the Trustee) the Trustee shall select the Securities to
be purchased on a pro rata basis. Upon the completion of the purchase of all the
Securities tendered pursuant to an Offer and the completion of a Pari Passu
Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

                                     - 114 -
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          (d)    If the Company becomes obligated to make an Offer pursuant to
paragraph (c) above, the Securities and the Pari Passu Indebtedness of the
respective holders thereof accepting such Offer shall be purchased by the
Company in whole or in part in integral multiples of $1,000, on a date that is
not earlier than 30 days and not later than 60 days from the date the notice of
the Offer is given to holders, or such later date as may be necessary for the
Company to comply with the requirements under the Exchange Act.

          (e)    The Company will comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with an Offer.

          (f)    Subject to paragraph (e) above, within 30 days after the date
on which the amount of Excess Proceeds equals or exceeds $15 million, the
Company shall send or cause to be sent by first-class mail, postage prepaid, to
the Trustee and to each Holder, at his address appearing in the Security
Register, a notice stating or including:

                 (1)    that the Holder has the right to require the Company to
     repurchase, subject to proration, such Holder's Securities at the Offered
     Price;

                 (2)    the Offer Date;

                 (3)    the instructions a Holder must follow in order to have
     his Securities purchased in accordance with paragraph (c) of this Section
     1012;

                 (4)    the Offered Price;

                 (5)    the names and addresses of the Paying Agent and the
     offices or agencies referred to in Section 1002;

                 (6)    that Securities must be surrendered prior to the Offer
     Date to the Paying Agent at the office of the Paying Agent or to an office
     or agency referred to in Section 1002 to collect payment;

                 (7)    that any Securities not tendered will continue to accrue
     interest and that unless the Company defaults in the payment of the Offered
     Price, any Security accepted for payment pursuant to the Offer shall cease
     to accrue interest on and after the Offer Date;

                 (8)    the procedures for withdrawing a tender; and

                 (9)    that the Offered Price for any Security which has been
     properly tendered and not withdrawn and which has been accepted for payment
     pursuant to the Offer will be paid promptly following the Offer Date.

          (g)    Holders electing to have Securities purchased hereunder will be
required to surrender such Securities at the address specified in the notice
prior to the Offer Date. Holders will be entitled to withdraw their election to
have their Securities purchased pursuant to this Section 1012 if the Company
receives, not later than one Business Day prior to the Offer Date, a telegram,
telex, facsimile transmission or letter setting forth (1) the name of the
Holder, (2) the certificate number of the Security in respect of which such
notice of withdrawal is being submitted, (3) the principal amount of the
Security (which shall be $1,000 or an integral multiple thereof) delivered for
purchase by the

                                     - 115 -
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Holder as to which his election is to be withdrawn, (4) a statement that such
Holder is withdrawing his election to have such principal amount of such
Security purchased, and (5) the principal amount, if any, of such Security
(which shall be $1,000 or an integral multiple thereof) that remains subject to
the original notice of the Offer and that has been or will be delivered for
purchase by the Company.

          (h)    The Company shall (i) not later than the Offer Date, accept for
payment Securities or portions thereof tendered pursuant to the Offer, (ii) not
later than 10:00 a.m. (New York time) on the Offer Date, deposit with the
Trustee or with a Paying Agent an amount of money in same day funds sufficient
to pay the aggregate Offered Price of all the Securities or portions thereof
which are to be purchased on that date and (iii) not later than 10:00 a.m. (New
York time) on the Offer Date, deliver to the Paying Agent an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Offered Price of the
Securities purchased from each such Holder, and the Company shall execute and
the Trustee shall promptly authenticate and mail or deliver to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company's expense to the Holder thereof.
For purposes of this Section 1012, the Company shall choose a Paying Agent which
shall not be the Company.

          Subject to applicable escheat laws, the Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed, together with
interest, if any, thereon, held by them for the payment of the Offered Price;
PROVIDED, HOWEVER, that (x) to the extent that the aggregate amount of cash
deposited by the Company with the Trustee in respect of an Offer exceeds the
aggregate Offered Price of the Securities or portions thereof to be purchased,
then the Trustee shall hold such excess for the Company and (y) unless otherwise
directed by the Company in writing, promptly after the Business Day following
the Offer Date the Trustee shall return any such excess to the Company together
with interest or dividends, if any, thereon.

          (i)    Securities to be purchased shall, on the Offer Date, become due
and payable at the Offered Price and from and after such date (unless the
Company shall default in the payment of the Offered Price) such Securities shall
cease to bear interest. Such Offered Price shall be paid to such Holder promptly
following the later of the Offer Date and the time of delivery of such Security
to the relevant Paying Agent at the office of such Paying Agent by the Holder
thereof in the manner required. Upon surrender of any such Security for purchase
in accordance with the foregoing provisions, such Security shall be paid by the
Company at the Offered Price; PROVIDED, HOWEVER, that installments of interest
whose Stated Maturity is on or prior to the Offer Date shall be payable to the
Person in whose name the Securities (or any Predecessor Securities) is
registered as such on the relevant Regular Record Dates according to the terms
and the provisions of Section 309; PROVIDED, FURTHER, that Securities to be
purchased are subject to proration in the event the Excess Proceeds are less
than the aggregate Offered Price of all Securities tendered for purchase, with
such adjustments as may be appropriate by the Trustee so that only Securities in
denominations of $1,000 or integral multiples thereof, shall be purchased. If
any Security tendered for purchase shall not be so paid upon surrender thereof
by deposit of funds with the Trustee or a Paying Agent in accordance with
paragraph (h) above, the principal thereof (and premium, if any, thereon) shall,
until paid, bear interest from the Offer Date at the rate borne by such
Security. Any Security that is to be purchased only in part shall be surrendered
to a Paying Agent at the office of such Paying Agent (with, if the Company, the
Security Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar or the Trustee duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute and the

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Trustee shall authenticate and deliver to the Holder of such Security, without
service charge, one or more new Securities of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Security so surrendered
that is not purchased. The Company shall publicly announce the results of the
Offer on or as soon as practicable after the Offer Date.

     SECTION 1013. LIMITATION ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS.

          (a)    The Company will not cause or permit any Restricted Subsidiary
(which is not a Guarantor), directly or indirectly, to guarantee, assume or in
any other manner become liable with respect to any Indebtedness of the Company
or any Restricted Subsidiary or become directly liable under any Indebtedness
pursuant to clause (1) of the definition of "Permitted Indebtedness" unless such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for a Guarantee of the Securities on the
same terms as the guarantee of such Indebtedness except that

                 (1)    such guarantee need not be secured unless required
     pursuant to Section 1011;

                 (2)    if such Indebtedness is by its terms expressly
     subordinated to the Securities, any such assumption, guarantee or other
     liability of such Restricted Subsidiary with respect to such Indebtedness
     shall be subordinated to such Restricted Subsidiary's Guarantee of the
     Securities at least to the same extent as such Indebtedness is subordinated
     to the Securities; and

                 (3)    if such Indebtedness constitutes Senior Indebtedness,
     such Restricted Subsidiary's Guarantee of the Securities may be
     subordinated to any such assumption, guarantee or other liability of such
     Restricted Subsidiary with respect to such Senior Indebtedness at least to
     the same extent as the Securities are subordinated to such Senior
     Indebtedness.

          (b)    Notwithstanding the foregoing, any Guarantee by a Restricted
Subsidiary of the Securities shall provide by its terms that it (and all Liens
securing the same) shall be automatically and unconditionally released and
discharged upon

                 (1)    any sale, exchange or transfer, to any Person not an
     Affiliate of the Company, of all of the Company's Capital Stock in, or all
     or substantially all the assets of, such Restricted Subsidiary, or the
     designation of such Restricted Subsidiary as an Unrestricted Subsidiary,
     which transaction is in compliance with the terms of this Indenture and
     such Restricted Subsidiary is released from all guarantees, if any, by it
     of other Indebtedness of the Company or any Restricted Subsidiaries; and

                 (2)    with respect to any Guarantees created after the date of
     this Indenture, the release by the holders of the Indebtedness of the
     Company described in clause (a) above of their security interest or their
     guarantee by such Restricted Subsidiary (including any deemed release upon
     payment in full of all obligations under such Indebtedness), at such time
     as (A) no other Indebtedness of the Company has been secured or guaranteed
     by such Restricted Subsidiary, as the case may be, or (B) the holders of
     all such other Indebtedness which is secured or guaranteed by such
     Restricted Subsidiary also release their security interest in or

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     guarantee by such Restricted Subsidiary (including any deemed release upon
     payment in full of all obligations under such Indebtedness);

                 (3)    the defeasance of the Securities as provided under
     Section 402 or Section 403 or satisfaction and discharge of the Securities
     as provided under Article Twelve; or

                 (4)    the dissolution or liquidation of a Guarantor that is
     permitted under this Indenture.

     SECTION 1014. PURCHASE OF SECURITIES UPON A CHANGE OF CONTROL.

          (a)    If a Change of Control occurs, the Company shall be obligated
to make an offer (the "Change of Control Offer") to purchase all of the
Securities. In the Change of Control Offer, the Company will offer to purchase
all of the Securities, at a purchase price (the "Change of Control Purchase
Price") in cash in an amount equal to 101% of the principal amount of such
Securities, plus accrued and unpaid interest, if any, to the date of purchase
(the "Change of Control Purchase Date") (subject to the rights of Holders of
record on relevant record dates to receive interest due on an Interest Payment
Date).

          (b)    Within 30 days of any Change of Control or, at the Company's
option, prior to such Change of Control but after it is publicly announced, the
Company must notify the Trustee and give written notice (a "Change of Control
Purchase Notice") of the Change of Control to each Holder of Securities, by
first-class mail, postage prepaid, at such Holder's address appearing in the
Security Register. The Change of Control Purchase Notice must state, among other
things:

                 (1)    that a Change of Control has occurred or will occur, the
     date of such event, and that such Holder has the right to require the
     Company to repurchase such Holder's Securities at the Change of Control
     Purchase Price;

                 (2)    that the Change of Control Offer is being made pursuant
     to this Section 1014 and that all Securities properly tendered pursuant to
     the Change of Control Offer and not withdrawn will be accepted for payment
     at the Change of Control Purchase Price and be paid promptly following the
     Change of Control Purchase Date;

                 (3)    the Change of Control Purchase Date, which shall be
     fixed by the Company on a Business Day no earlier than 30 days nor later
     than 60 days from the date such notice is mailed, or such later date as is
     necessary to comply with requirements under the Exchange Act; PROVIDED that
     the Change of Control Purchase Date may not occur prior to the Change of
     Control;

                 (4)    the Change of Control Purchase Price;

                 (5)    the names and addresses of the Paying Agent and the
     offices or agencies referred to in Section 1002;

                 (6)    that Securities must be surrendered on or prior to the
     Change of Control Purchase Date to the Paying Agent at the office of the
     Paying Agent or to an office or agency referred to in Section 1002 to
     collect payment;

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

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

                 (9)    other procedures that a holder of Securities must follow
     to accept a Change of Control Offer or to withdraw acceptance of the Change
     of Control Offer.

          (c)    Upon receipt by the Company of the proper tender of Securities,
the Holder of the Security in respect of which such proper tender was made shall
(unless the tender of such Security is properly withdrawn) thereafter be
entitled to receive solely the Change of Control Purchase Price with respect to
such Security. Upon surrender of any such Security for purchase in accordance
with the foregoing provisions, such Security shall be paid by the Company at the
Change of Control Purchase Price; PROVIDED, HOWEVER, that installments of
interest whose Stated Maturity is on or prior to the Change of Control Purchase
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Regular Record Dates
according to the terms and the provisions of Section 309. If any Security
tendered for purchase in accordance with the provisions of this Section 1014
shall not be so paid upon surrender thereof, the principal thereof (and premium,
if any, thereon) shall, until paid, bear interest from the Change of Control
Purchase Date at the rate borne by such Security. Holders electing to have
Securities purchased will be required to surrender such Securities to the Paying
Agent at the address specified in the Change of Control Purchase Notice at least
one Business Day prior to the Change of Control Purchase Date. Any Security that
is to be purchased only in part shall be surrendered to a Paying Agent at the
office of such Paying Agent (with, if the Company, the Security Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Security Registrar or the Trustee, as
the case may be, duly executed by, the Holder thereof or such Holder's attorney
duly authorized in writing), and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
one or more new Securities of any authorized denomination as requested by such
Holder in an aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered that is not
purchased.

          (d)    The Company shall (i) not later than the Change of Control
Purchase Date, accept for payment Securities or portions thereof tendered
pursuant to the Change of Control Offer, (ii) not later than 10:00 a.m. (New
York time) on the Business Day following the Change of Control Purchase Date,
deposit with the Trustee or with a Paying Agent an amount of money in same day
funds sufficient to pay the aggregate Change of Control Purchase Price of all
the Securities or portions thereof which have been so accepted for payment and
(iii) not later than 10:00 a.m. (New York time) on the Business Day following
the Change of Control Purchase Date, deliver to the Paying Agent an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Change of Control
Purchase Price of the Securities purchased from each such Holder, and the
Company shall execute and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Paying Agent at the Company's
expense to the Holder thereof. The Company will publicly announce the results of
the Change of Control Offer on the Change of Control Purchase Date. For purposes
of this Section 1014, the Company shall choose a Paying Agent which shall not be
the Company.

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          (e)    A tender made in response to a Change of Control Purchase
Notice may be withdrawn if the Company receives, not later than one Business Day
prior to the Change of Control Purchase Date, a telegram, telex, facsimile
transmission or letter, specifying, as applicable:

                 (1)    the name of the Holder;

                 (2)    the certificate number of the Security in respect of
     which such notice of withdrawal is being submitted;

                 (3)    the principal amount of the Security (which shall be
     $1,000 or an integral multiple thereof) delivered for purchase by the
     Holder as to which such notice of withdrawal is being submitted;

                 (4)    a statement that such Holder is withdrawing his election
     to have such principal amount of such Security purchased; and

                 (5)    the principal amount, if any, of such Security (which
     shall be $1,000 or an integral multiple thereof) that remains subject to
     the original Change of Control Purchase Notice and that has been or will be
     delivered for purchase by the Company.

          (f)    Subject to applicable escheat laws, the Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed, together with
interest or dividends, if any, thereon, held by them for the payment of the
Change of Control Purchase Price; PROVIDED, HOWEVER, that, (x) to the extent
that the aggregate amount of cash deposited by the Company pursuant to clause
(ii) of paragraph (d) above exceeds the aggregate Change of Control Purchase
Price of the Securities or portions thereof to be purchased, then the Trustee
shall hold such excess for the Company and (y) unless otherwise directed by the
Company in writing, promptly after the Business Day following the Change of
Control Purchase Date the Trustee shall return any such excess to the Company
together with interest, if any, thereon.

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

          (h)    In the event that at the time of such Change of Control the
terms of any Senior Indebtedness restrict or prohibit the repurchase of
Securities pursuant to this Section 1014, then prior to the mailing of the
Change of Control Purchase Notice but in any event within 30 days following any
Change of Control, the Company shall (i) repay in full all such Senior
Indebtedness or offer to repay in full all such Senior Indebtedness and repay
such Senior Indebtedness of each lender or holder who has accepted such offer or
(ii) obtain the requisite consent under such Senior Indebtedness to permit the
repurchase of the Securities as provided for in Section 1014(d).

          (i)    Notwithstanding the foregoing, the Company will not be required
to make a Change of Control Offer upon a Change of Control if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Indenture applicable to a
Change of Control Offer made by the Company and purchases all the Securities
validly tendered and not withdrawn under such Change of Control Offer.

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     SECTION 1015. LIMITATION ON SUBSIDIARY PREFERRED STOCK.

          (a)    The Company will not permit any Restricted Subsidiary of the
Company to issue, sell or transfer any Preferred Stock, except for (1) Preferred
Stock issued or sold to, held by or transferred to the Company or a Wholly Owned
Restricted Subsidiary, and (2) Preferred Stock issued by a Person prior to the
time (A) such Person becomes a Restricted Subsidiary, (B) such Person merges
with or into a Restricted Subsidiary or (C) a Restricted Subsidiary merges with
or into such Person; PROVIDED that such Preferred Stock was not issued or
incurred by such Person in anticipation of the type of transaction contemplated
by subclause (A), (B) or (C). This paragraph (a) shall not apply upon the
acquisition of all the outstanding Capital Stock of such Restricted Subsidiary
in accordance with the terms of this Indenture.

          (b)    The Company will not permit any Person (other than the Company
or a Wholly Owned Restricted Subsidiary) to acquire Preferred Stock of any
Restricted Subsidiary from the Company or any Restricted Subsidiary, except upon
the acquisition of all the outstanding Capital Stock of such Restricted
Subsidiary in accordance with the terms of this Indenture.

     SECTION 1016. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES.

          (a)    The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to

                 (1)    pay dividends or make any other distribution on its
     Capital Stock;

                 (2)    pay any Indebtedness owed to the Company or any other
     Restricted Subsidiary;

                 (3)    make any Investment in the Company or any other
     Restricted Subsidiary; or

                 (4)    transfer any of its properties or assets to the Company
     or any other Restricted Subsidiary.

          (b)    However, paragraph (a) of this Section 1016 will not prohibit
any

                 (1)    encumbrance or restriction pursuant to (x) an agreement
     (other than the Credit Agreement and the related documentation) in effect
     on the date of this Indenture, (y) the Credit Agreement and related
     documentation in effect on the date of this Indenture and (z) the Senior
     Securities and the Senior Securities Indenture, and any amendments,
     modifications, or supplements to the documents described in (x), (y) or (z)
     that are not, on the whole, materially less favorable to the Holders of the
     Securities than those in effect on the date of this Indenture;

                 (2)    encumbrance or restriction with respect to a Restricted
     Subsidiary that is not a Restricted Subsidiary of the Company on the date
     of this Indenture, in existence at the time such Person becomes a
     Restricted Subsidiary of the Company and not incurred in connection with,
     or in contemplation of, such Person becoming a Restricted Subsidiary,
     PROVIDED that such encumbrances and restrictions are not applicable to the
     Company or any Restricted Subsidiary or the properties or assets of the
     Company or any Restricted Subsidiary

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     other than such Subsidiary which is becoming a Restricted Subsidiary;

                 (3)    encumbrance or restriction pursuant to any agreement
     governing any Indebtedness permitted by paragraph (b)(8) of Section 1008 as
     to the assets financed with the proceeds of such Indebtedness;

                 (4)    encumbrance or restriction contained in any Acquired
     Indebtedness or other agreement of any entity or related to assets acquired
     by or merged into or consolidated with the Company or any Restricted
     Subsidiaries, so long as such encumbrance or restriction (A) was not
     entered into in contemplation of the acquisition, merger or consolidation
     transaction, and (B) is not applicable to any Person, or the properties or
     assets of any Person, other than the Person, or the property or assets of
     the Person, so acquired, so long as the agreement containing such
     restriction does not violate any other provision of this Indenture;

                 (5)    encumbrance or restriction existing under applicable law
     or any requirement of any governmental or regulatory body;

                 (6)    Liens securing Indebtedness otherwise permitted to be
     incurred under the provisions of Section 1011 that limit the right of the
     debtor to dispose of the assets subject to such Liens;

                 (7)    customary non-assignment provisions in leases, permits,
     licenses or contracts;

                 (8)    customary restrictions contained in (A) asset sale
     agreements permitted to be incurred under Section 1012 that limit the
     transfer of such assets or otherwise impose limitations pending the closing
     of such sale and (B) any other agreement for the sale or other disposition
     of a Restricted Subsidiary that restricts distributions by that Restricted
     Subsidiary pending its sale or other disposition;

                 (9)    restrictions on cash or other deposits or net worth
     imposed by customers under contracts entered into in the ordinary course of
     business;

                 (10)   any agreement or instrument placing contractual
     restrictions applicable only to a Securitization Entity effected in
     connection with, or Liens on receivables or related assets which are the
     subject of, a Permitted Securitization Transaction;

                 (11)   customary restrictions imposed by the terms of joint
     venture agreements; PROVIDED, HOWEVER, such restrictive terms do not apply
     to any Restricted Subsidiaries other than the applicable joint venture;
     PROVIDED FURTHER, HOWEVER, that such restrictions do not materially impact
     the ability of the Company to make payments on the Securities when due as
     required by the terms of this Indenture; and PROVIDED FURTHER, HOWEVER,
     that the Consolidated Net Tangible Assets of all such joint ventures on the
     date of entering into any such joint venture or making additional
     Investments in such joint venture shall not exceed 3.0% of the Consolidated
     Net Tangible Assets of the Company and its Restricted Subsidiaries
     outstanding on the date of entering into, or additional Investments in,
     such joint venture; and

                 (12)   under any agreement that extends, renews, refinances or
     replaces the agreements containing the encumbrances or restrictions in the
     foregoing clauses (1) through (11), or in this clause (12), PROVIDED that
     the terms and conditions of any such encumbrances or

                                     - 122 -
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     restrictions are not more restrictive in any material respect taken as a
     whole than those under or pursuant to the agreement evidencing the
     Indebtedness so extended, renewed, refinanced or replaced.

     SECTION 1017. LIMITATION ON UNRESTRICTED SUBSIDIARIES.

          The Company may designate after the Issue Date any Subsidiary (other
than a Guarantor) as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

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

          (b)    the Company would not be prohibited from making an Investment
(other than a Permitted Investment) at the time of Designation (assuming the
effectiveness of such Designation) pursuant to paragraph (a) of Section 1009
hereof in an amount (the "Designation Amount") equal to the greater of (1) the
net book value of the Company's interest in such Subsidiary calculated in
accordance with GAAP or (2) the Fair Market Value of the Company's interest in
such Subsidiary as determined in good faith by the Company's Board of Directors;

          (c)    the Company would be permitted to incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) in accordance with paragraph
(a) of Section 1008 hereof at the time of such Designation (assuming the
effectiveness of such Designation);

          (d)    such Unrestricted Subsidiary does not own any Capital Stock in
any Restricted Subsidiary of the Company which is not simultaneously being
designated an Unrestricted Subsidiary; and

          (e)    such Unrestricted Subsidiary is not liable, directly or
indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary
Indebtedness, PROVIDED that an Unrestricted Subsidiary may provide a Guarantee
for the Securities.

          In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
1009 hereof for all purposes of this Indenture in the Designation Amount.

          The Company shall not and shall not cause or permit any Restricted
Subsidiary to at any time

          (a)    provide credit support for, guarantee or subject any of its
property or assets (other than the Capital Stock of any Unrestricted Subsidiary)
to the satisfaction of, any Indebtedness of any Unrestricted Subsidiary
(including any undertaking, agreement or instrument evidencing such
Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries) or

          (b)    be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary.

          For purposes of the foregoing, the Designation of a Subsidiary of the
Company as an Unrestricted Subsidiary shall be deemed to be the Designation of
all of the Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless
so designated as an Unrestricted Subsidiary, any Person that becomes a
Subsidiary of the Company will be classified as a Restricted Subsidiary.

                                     - 123 -
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          The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

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

          (b)    all Liens and Indebtedness of such Unrestricted Subsidiary
outstanding immediately following such Revocation would, if incurred at such
time, have been permitted to be incurred for all purposes of this Indenture; and

          (c)    unless such redesignated Subsidiary shall not have any
Indebtedness outstanding (other than Indebtedness that would be Permitted
Indebtedness), immediately after giving effect to such proposed Revocation, and
after giving PRO FORMA effect to the incurrence of any such Indebtedness of such
redesignated Subsidiary as if such Indebtedness was incurred on the date of the
Revocation, the Company could incur $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to Section 1008.

          All Designations and Revocations must be evidenced by a resolution of
the Board of Directors of the Company delivered to the Trustee and an Officers'
Certificate certifying compliance with the foregoing provisions.

     SECTION 1018. SALE AND LEASEBACK TRANSACTIONS.

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction (not including
any Sale and Leaseback Transaction in the form of an operating lease); PROVIDED,
that the Company or one of its Restricted Subsidiaries may enter into a Sale and
Leaseback Transaction if:

                 (1)    the Company or such Restricted Subsidiary could have (a)
     incurred Indebtedness in an amount equal to the Attributable Indebtedness
     relating to such Sale and Leaseback Transaction under paragraph (a) of
     Section 1008 of this Indenture and (b) incurred a Lien to secure such
     Indebtedness under Section 1011 of this Indenture;

                 (2)    the gross cash proceeds of such Sale and Leaseback
     Transactions are at least equal to the Fair Market Value of the property
     that is the subject of such Sale and Leaseback Transaction; and

                 (3)    the transfer of assets in such Sale and Leaseback
     Transaction is permitted by, and the Company applies the proceeds of such
     transaction in compliance with, Section 1012 of this Indenture.

     SECTION 1019. LIMITATION ON LAYERING.

          Notwithstanding the provisions described above under Section 1008 of
this Indenture, the Company will not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Indebtedness of the Company and senior in right of
payment to the Securities. In addition, no Guarantor will incur, create, issue,
assume, guarantee or otherwise become liable for any Indebtedness of such
Guarantor that is subordinate or junior in right of payment to any Indebtedness
of such Guarantor and senior in right of payment to the Guarantee of such
Guarantor. For purposes of this Indenture, no Indebtedness shall be deemed to be

                                     - 124 -
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subordinated in right of payment to any other Indebtedness solely by virtue of
being unsecured or secured by a junior priority Lien or by virtue of the fact
that the holders of such Indebtedness have entered into intercreditor agreements
or other arrangements giving one or more such holders priority over the other
holders in the collateral held by them.

     SECTION 1020. PROVISION OF FINANCIAL STATEMENTS.

          So long as the Securities are Outstanding, whether or not the Company
has a class of securities registered under the Exchange Act, the Company and the
Guarantors shall furnish without cost to each Holder of Securities and file with
the Trustee and the Commission within the time periods specified in the
Commission's rules and regulations: (i) annual reports on Form 20-F or 40-F (or
any successor form) containing the information required to be contained therein
(or required in such successor form), including audited year-end consolidated
financial statements (including a balance sheet, income statement and statement
of changes of cash flow) prepared in accordance with GAAP consistently applied
(reconciled to United States generally accepted accounting principles); (ii)
reports on Form 6-K (or any successor form) containing substantially the same
information required to be contained in Form 10-Q (or required in such successor
form), including unaudited quarterly consolidated financial statements
(including a balance sheet, income statement and statement of changes of cash
flow) prepared in accordance with GAAP consistently applied (reconciled to
United States generally accepted accounting principles); and (iii) promptly from
time to time after the occurrence of an event required to be therein reported,
such other reports on Form 6-K (or any successor form) containing substantially
the same information required to be contained in Form 8-K (or required in any
successor form); PROVIDED, HOWEVER, that the Company and the Guarantors will not
be obligated to file such reports with the Commission prior to the effectiveness
of the Exchange Offer Registration Statement or the Shelf Registration
Statement.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

          In addition, so long as any of the Securities remain Outstanding, the
Company will make available to any prospective purchaser of the Securities or
beneficial owner of the Securities in connection with any sale thereof the
information required by Rule 144A(d)(4) under the Securities Act, until such
time as the Company has either exchanged the Securities for securities identical
in all material respects which have been registered under the Securities Act or
until such time as the Holders thereof have disposed of such Securities pursuant
to an effective registration statement under the Securities Act.

     SECTION 1021. STATEMENT BY OFFICERS AS TO DEFAULT.

          (a)    The Company and the Guarantors will deliver to the Trustee, on
or before a date not more than 120 days after the end of each fiscal year of the
Company ending after the date hereof, and 60 days after the end of each fiscal
quarter ending after the date hereof, a written statement signed by two
executive officers of the Company and the Guarantors, one of whom shall be the
principal executive officer, principal financial officer or principal accounting
officer of the Company and the Guarantors, as to compliance herewith, including
whether or not, after a review of the activities of the Company during such year
or such quarter and of the Company's and each Guarantor's performance

                                     - 125 -
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under this Indenture, to the best knowledge, based on such review, of the
signers thereof, the Company and each Guarantor have fulfilled all of their
respective obligations and are in compliance with all conditions and covenants
under this Indenture throughout such year or quarter, as the case may be, and,
if there has been a Default specifying each Default and the nature and status
thereof and any actions being taken by the Company and the Guarantors with
respect thereto.

          (b)    When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder of
any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default, the Company
and the Guarantors shall deliver to the Trustee by registered or certified mail
or facsimile transmission followed by an originally executed copy of an
Officers' Certificate specifying such Default, Event of Default, notice or other
action, the status thereof and what actions the Company and the Guarantors are
taking or propose to take with respect thereto, within five Business Days after
the occurrence of such Default or Event of Default.

     SECTION 1022. FALL AWAY EVENT.

          In the event of the occurrence of a Fall Away Event (and
notwithstanding the failure of the Company subsequently to maintain Investment
Grade Status), (1) the covenants and provisions described under Section 1008,
Section 1009, Section 1010, Section 1011, Section 1012, Section 1015, Section
1016 and Section 1018 shall each no longer be in effect for the remaining term
of the Securities, (2) the Company will no longer be subject to the financial
test set forth in clause (3) under paragraph (a) of Section 801 or to clause (b)
in the first paragraph or clause (c) in the first and fifth paragraphs under
Section 1017 and (3) the covenants described under clause (a) and clause (b)
below will be applicable. The covenants described under clause (a) and clause
(b) below shall replace Sections 1011 and Section 1018 and will only be
applicable in the event of the occurrence of a Fall Away Event.

          (a)    The Company will not, and will not permit any Restricted
Subsidiary to, incur any Lien to secure Indebtedness without making, or causing
such Restricted Subsidiary to make, effective provision for securing the
Securities on a subordinated (second priority) basis for so long as such
Indebtedness is so secured.

          The foregoing restrictions will not apply to:

                 (i)    any Lien existing on (or securing Indebtedness committed
     to but not outstanding on) the date of the Fall Away Event (which Lien in
     either case was not created in connection with, or in contemplation of,
     such Fall Away Event);

                 (ii)   any Lien in favor of only the Company or a Restricted
     Subsidiary;

                 (iii)  any Lien arising by reason of

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

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                        (2)    taxes, assessments or government charges not yet
     delinquent or which are being contested in good faith;

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

                        (4)    good faith deposits in connection with tenders or
     leases or other contracts (other than contracts for the payment of money);

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

                        (6)    deposits to secure public or statutory
     obligations, or in lieu of surety or appeal bonds; or

                        (7)    operation of law in favor of mechanics, carriers,
     warehousemen, landlords, materialmen, laborers, employees or suppliers,
     incurred in the ordinary course of business for sums which are not yet
     delinquent or are being contested in good faith by negotiations or by
     appropriate proceedings which suspend the collection thereof;

                 (iv)   any Lien securing Acquired Indebtedness created prior
     to (and not created in connection with, or in contemplation of) the
     incurrence of such Indebtedness by the Company or any Subsidiary;

                 (v)    any Lien to secure the performance bids, trade
     contracts, leases (including, without limitation, statutory and common law
     landlord's Liens), statutory obligations, surety and appeal bonds, letters
     of credit and other obligations of a like nature and incurred in the
     ordinary course of business of the Company or any Subsidiary;

                 (vi)   any Lien securing Indebtedness permitted to be incurred
     under Interest Rate Agreements or otherwise incurred to hedge interest rate
     risk;

                 (vii)  any Lien securing Capital Lease Obligations or Purchase
     Money Obligations incurred or assumed solely in connection with the
     acquisition, development or construction of real or personal, moveable or
     immovable property within 90 days of such incurrence or assumption;
     provided that such Liens only extend to such acquired, developed or
     constructed property, such Liens secure Indebtedness in an amount not in
     excess of the original purchase price or the original cost of any such
     assets or repair, addition or improvement thereto;

                 (viii) Liens on assets transferred to a Securitization Entity
     or an asset of a Securitization Entity, in either case, incurred in
     connection with a Permitted Securitization Transaction;

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                 (ix)   leases, licenses, subleases and sublicenses of assets
     (including, without limitation, real property and intellectual property
     rights), which do not materially interfere with the ordinary course of
     conduct of the business of the Company or any Restricted Subsidiary;

                 (x)    Liens securing Indebtedness or other obligations of a
     Restricted Subsidiary owing to the Company or another Restricted
     Subsidiary;

                 (xi)   any extension, renewal, refinancing or replacement, in
     whole or in part, of any Lien described in the foregoing clauses (i)
     through (x) so long as no additional collateral is granted as security
     thereby; and

                 (xii)  Liens (not including Liens permitted by clauses (i)
     through (xi) above) securing Indebtedness in the aggregate principal amount
     outstanding at any one time not to exceed 10% of Consolidated Net Tangible
     Assets.

          (b)    The Company will not, and will not permit any of its
Subsidiaries to, enter into any Sale and Leaseback Transaction (not including
any Sale and Leaseback Transaction in the form of an operating lease); PROVIDED,
that the Company or one of its Subsidiaries may enter into a Sale and Leaseback
Transaction if:

                 (i)    the Company or such Subsidiary could have incurred a
     Lien to secure the Indebtedness relating to such Sale and Leaseback
     Transaction pursuant to Section 1011; and

                 (ii)   the gross cash proceeds of such sale and leaseback
     transaction are at least equal to the Fair Market Value of the property
     that is the subject of such sale and leaseback transaction.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

     SECTION 1101. ADDITIONAL AMOUNTS.

          All payments made by or on behalf of the Company or any Guarantor
under or with respect to the Securities or any Guarantee will be made free and
clear of and without withholding or deduction for or on account of any present
or future taxes, duties, levies, imposts, assessments or other governmental
charges of whatever nature (including any penalties, interest and other
liabilities related thereto) imposed, assessed or levied by or on behalf of any
Taxing Authority (collectively, "Taxes"), unless the Company or any Guarantor,
as the case may be, is required to withhold or deduct Taxes by law or by the
interpretation or administration thereof. If the Company or any Guarantor is so
required to withhold or deduct any amount for or on account of any Taxes from
any payment made under or with respect to the Securities or any Guarantee, the
Company or such Guarantor, as the case may be, will pay such additional amounts
("Additional Amounts") as may be necessary so that the net amount (including
Additional Amounts) received by each Holder and beneficial owner of the
Securities after such withholding or deduction (including any withholding or
deduction in respect of Additional Amounts) will not be less than the amount
such Holder or beneficial owner would have received if such Taxes had not been
withheld or deducted; PROVIDED that no Additional Amounts will be payable with
respect to a payment made to a Holder or beneficial owner of Securities or to a
third party on

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behalf of a Holder or beneficial owner of the Securities if and to the extent
any of the following exceptions apply (if and to any such extent, an "Excluded
Holder"):

          (a)    in the case of Canadian withholding Taxes, such Taxes were so
imposed, assessed or levied by reason of the Company's not dealing at
arm's-length (within the meaning of the Income Tax Act (Canada)) with such
Holder or beneficial owner at the time of making such payment,

          (b)    such Taxes were so imposed, assessed or levied on such payment
to such Holder or beneficial owner by reason of its being connected with the
relevant Taxing Jurisdiction otherwise than by reason of such Holder's or
beneficial owner's activity in connection with purchasing the Securities, mere
ownership or disposition of the Securities, receipt of payments under the
Securities or enforcement or exercise of its rights under the Securities, the
Guarantees or this Indenture,

          (c)    such payment could have been made without such deduction or
withholding of such Taxes if the relevant Security had been presented for
payment (where presentation is required) within 30 days after the date on which
such payment or such Security became due and payable or the date on which
payment thereof is duly provided for, whichever is later (except to the extent
that the Holder or beneficial owner would have been entitled to Additional
Amounts had the Security been presented on the last day of such 30-day period),

          (d)    the Holder or beneficial owner is a fiduciary, a partnership or
not the sole beneficial owner of a Security, if and to the extent that any
beneficiary or settler with respect to such fiduciary, any partner in such
partnership or a beneficial owner of such Security (as the case may be) would
not have been entitled to receive Additional Amounts with respect to the payment
in question if such beneficiary, settler, partner or beneficial owner had been
the sole beneficial owner of such Security (but only if there is no material
cost or expense associated with transferring such Security to such beneficiary,
settler, partner or beneficial owner and no restriction on such transfer that is
outside the control of such beneficiary, settler, partner or beneficial owner),

          (e)    such Holder or beneficial owner failed to duly and timely
comply with a written request of the Company addressed or otherwise provided to
the Holder (and made at a time which would enable the Holder and/or beneficial
owner acting reasonably to duly and timely comply with that request) to provide
information, documents or other evidence concerning such Holder's or beneficial
owner's nationality, residence, entitlement to treaty benefits, identity or
connection with the relevant Taxing Authority or any political subdivision or
authority thereof, but only (x) if and to the extent that such Holder and/or
beneficial owner was legally able to comply with such request and (y) if and to
the extent due and timely compliance with such request is required by the law,
regulation, administrative practice or any treaty obligation of the relevant
Taxing Authority or any political subdivision or authority thereof as a
precondition to reduction or elimination of any Taxes as to which Additional
Amounts would have otherwise been payable to such Holder or beneficial owner of
Securities but for this clause (e), or

          (f)    any combination of the foregoing clauses of this proviso.

          The Company or such Guarantor will also (a) make such withholding or
deduction and (b) remit the full amount deducted or withheld to the relevant
Taxing Authority in accordance with applicable law. The Company or such
Guarantor will furnish to the Trustee, within 30 days after the date the payment
of any Taxes is due pursuant to applicable law, certified copies of tax receipts
evidencing such payment by the Company or such Guarantor.

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          The Company and each Guarantor will indemnify and hold harmless each
Holder and beneficial owner of Securities (other than an Excluded Holder with
respect to any Taxes) and, upon written request, promptly reimburse each such
Holder or beneficial owner for the amount of (1) any Taxes paid by such Holder
or beneficial owner as a result of payments made under or with respect to the
Securities or any Guarantee or any Documentary Taxes paid by such Holder or
beneficial owner and (2) any Taxes paid by such Holder or beneficial owner with
respect to any reimbursement payment under the foregoing clause (1), so that the
net amount received by such Holder or beneficial owner after such reimbursement
payment will not be less than the net amount such Holder or beneficial owner
would have received if the Taxes or the Documentary Taxes described in the
foregoing clauses (1) and (2) had not been imposed, assessed or levied, but
excluding any such Taxes on such Holder's or beneficial owner's net income
generally.

          At least 30 days prior to each date on which any payment under or with
respect to the Securities is due and payable, if the Company or any Guarantor
will be obligated to pay Additional Amounts with respect to such payment, the
Company will deliver to the Trustee an Officers' Certificate stating the fact
that such Additional Amounts will be payable and the amounts so payable, and
will set forth such other information necessary to enable the Trustee to pay
such Additional Amounts to Holders of Securities on the payment date.

          Whenever in this Indenture there is mentioned, in any context, the
payment of principal (and premium, if any), Redemption Price, Change in Control
Purchase Price, interest or any other amount payable under or with respect to
any Security or any Guarantee, such mention shall be deemed to include mention
of the payment of Additional Amounts or reimbursement payments to the extent
that, in such context, Additional Amounts or reimbursement payments are, were or
would be payable in respect thereof.

          The Company will pay any present or future stamp, issue, registration,
court, documentary or other similar Taxes (including Additional Amounts with
respect thereto) imposed, assessed or levied by any Taxing Jurisdiction in
respect of or in connection with the execution, issuance, redemption,
retirement, delivery or registration of, or enforcement of rights under, this
Indenture, the Securities, the Guarantees or any related document (collectively,
"Documentary Taxes").

          The obligation to pay Additional Amounts, any reimbursement payments
and Documentary Taxes under the terms and conditions described above will
survive any termination, defeasance or discharge of this Indenture.

     SECTION 1102. TAX REDEMPTION

          The Securities will be subject to redemption as a whole, but not in
part, at the option of the Company at any time, on not less than 30 nor more
than 60 days' prior written notice to the Holders of Securities (which notice
shall be irrevocable), at 100% of the principal amount, together with any
accrued and unpaid interest thereon to the Redemption Date, and all Additional
Amounts, if any, then due or becoming due on the Redemption Date, in the event
the Company or any Guarantor is, has become or would become obligated to pay, on
the next date on which any amount would be payable with respect to the
Securities, any Additional Amounts or reimbursement payments (other than in
respect of Documentary Taxes) as a result of any change in, or amendment to, the
laws (including any regulations or rulings promulgated thereunder) of any Taxing
Jurisdiction or any change in, or amendment to, any official position regarding
the application, administration or interpretation of such

                                     - 130 -
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laws, regulations or rulings (including a holding, judgment or order by a court
of competent jurisdiction), which change or amendment is announced or becomes
effective on or after the date of this Indenture; PROVIDED:

          (a)    the Company or the applicable Guarantor has determined, in its
business judgment, that the obligation to pay such Additional Amounts cannot be
avoided by the use of reasonable measures available to the Company or such
Guarantor; and

          (b)    in the case of such Additional Amounts payable by a Guarantor
with respect to Taxes imposed, assessed or levied by or on behalf of a Taxing
Authority other than Canada or the United States of America or any political
subdivision or authority of either of the foregoing, such Guarantor has been
making payments to the Holders of the Securities pursuant to its Guarantee prior
to the earlier of the time such change or amendment is announced or such change
or amendment becomes effective.

          Notwithstanding the foregoing:

          (a)    no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which the Company or the applicable Guarantor
would, but for such redemption, be obligated to pay such Additional Amounts or
reimbursement payments or later than 365 days after the date on which the
Company or the applicable Guarantor first becomes liable (or if later, the
earlier of the date on which it first becomes aware of its liability or the date
on which it reasonably should have become aware of its liability) to pay such
Additional Amounts or reimbursement payments as a result of any change or
amendment described above, and

          (b)    at the time such notice is given, the Company's or the
applicable Guarantor's obligation to pay such Additional Amounts or
reimbursement payments remains in effect.

          Prior to the mailing of any notice of redemption of the Securities
pursuant to the foregoing, the Company will deliver to the Trustee (i) an
Officers' Certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts showing that the conditions
precedent to the right of the Company so to redeem have occurred, and (ii) an
Opinion of Independent Counsel in the relevant Taxing Jurisdiction of recognized
national standing to the effect that the Company or the applicable Guarantor is,
has become or would become obligated to pay such Additional Amounts or
reimbursement payments as a result of such change or amendment as described
above. The Trustee shall accept such Officers' Certificate and Opinion of
Independent Counsel as sufficient evidence of the satisfaction of the conditions
precedent above, which Officers' Certificate and Opinion of Independent Counsel
shall then be binding on the Holders and beneficial owners of the Securities.

     SECTION 1103. RIGHTS OF REDEMPTION.

          (a)    The Securities are subject to redemption at any time on or
after August 1, 2009, at the option of the Company, in whole or in part, subject
to the conditions, and at the Redemption Prices specified in the form of
Security, together with accrued and unpaid interest, if any, to the Redemption
Date (subject to the right of Holders of record on relevant Regular Record Dates
and Special Record Dates to receive interest due on relevant Interest Payment
Dates and Special Payment Dates).

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          (b)    In addition, at any time prior to August 1, 2007, the Company,
at its option, may use the net proceeds of one or more Equity Offerings to
redeem on one or more occasions up to an aggregate of 35% of the aggregate
principal amount of Securities originally issued under this Indenture at a
Redemption Price equal to 108 1/2% of the aggregate principal amount of the
Securities redeemed, plus accrued and unpaid interest, if any, to the Redemption
Date (subject to the rights of Holders of record on relevant record dates to
receive interest due on an Interest Payment Date). At least 65% of the initial
aggregate principal amount of Securities must remain outstanding immediately
after the occurrence of such redemption. In order to effect this redemption, the
Company must mail a notice of redemption no later than 30 days after the closing
of the related Equity Offering and must complete such redemption within 90 days
of the closing of the Equity Offering.

     SECTION 1104. APPLICABILITY OF ARTICLE.

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

     SECTION 1105. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

          The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Company Order and an Officers' Certificate.
In case of any redemption at the election of the Company, the Company shall, not
less than 45 nor more than 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice period shall be satisfactory to the Trustee),
notify the Trustee in writing of such Redemption Date and of the principal
amount of Securities to be redeemed.

     SECTION 1106. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

          If less than all the Securities are to be redeemed, the particular
Securities or portions thereof to be redeemed shall be selected not more than 30
days prior to the Redemption Date. The Trustee shall select the Securities or
portions thereof to be redeemed in compliance with the requirements of the
principal national security exchange, if any, on which the Securities are
listed, or if the Securities are not listed, on a pro rata basis, by lot or by
any other method the Trustee shall deem fair and reasonable. Securities redeemed
in part must be redeemed only in integral multiples of $1,000. Redemption
pursuant to the provisions of Section 1103(b) relating to an Equity Offering
must be made on a pro rata basis or on as nearly a pro rata basis as practicable
(subject to the procedures of DTC or any other depositary).

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

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

                                     - 132 -
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     SECTION 1107. NOTICE OF REDEMPTION.

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.

          All notices of redemption shall state:

          (a)    the Redemption Date;

          (b)    the Redemption Price;

          (c)    if less than all Outstanding Securities are to be redeemed, the
identification of the particular Securities to be redeemed;

          (d)    in the case of a Security to be redeemed in part, the principal
amount of such Security to be redeemed and that after the Redemption Date upon
surrender of such Security, new Security or Securities in the aggregate
principal amount equal to the unredeemed portion thereof will be issued;

          (e)    that Securities called for redemption must be surrendered to
the Paying Agent to collect the Redemption Price;

          (f)    that on the Redemption Date the Redemption Price will become
due and payable upon each such Security or portion thereof to be redeemed, and
that (unless the Company shall default in payment of the Redemption Price)
interest thereon shall cease to accrue on and after said date;

          (g)    the names and addresses of the Paying Agent and the offices or
agencies referred to in Section 1002 where such Securities are to be surrendered
for payment of the Redemption Price;

          (h)    the CUSIP number, if any, relating to such Securities; and

          (i)    the procedures that a Holder must follow to surrender the
Securities to be redeemed.

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's written request,
by the Trustee in the name and at the expense of the Company. If the Company
elects to give notice of redemption, it shall provide the Trustee with an
Officers' Certificate stating that such notice has been given in compliance with
the requirements of this Section 1107.

          The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

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     SECTION 1108. DEPOSIT OF REDEMPTION PRICE.

          On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or any of its Affiliates is
acting as Paying Agent, segregate and hold in trust as provided in Section 1003)
an amount of money in same day funds sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date or Special
Payment Date) accrued interest on, all the Securities or portions thereof which
are to be redeemed on that date. The Paying Agent shall promptly mail or deliver
to Holders of Securities so redeemed payment in an amount equal to the
Redemption Price of the Securities purchased from each such Holder. All money,
if any, earned on funds held in trust by the Trustee or any Paying Agent shall
be remitted to the Company. For purposes of this Section 1108, the Company shall
choose a Paying Agent which shall not be the Company.

     SECTION 1109. SECURITIES PAYABLE ON REDEMPTION DATE.

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price together with accrued interest to
the Redemption Date; PROVIDED, HOWEVER, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Regular Record Dates and Special Record Dates according to
the terms and the provisions of Section 309.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by such
Security.

     SECTION 1110. SECURITIES REDEEMED OR PURCHASED IN PART.

          Any Security which is to be redeemed or purchased only in part shall
be surrendered to the Paying Agent at the office or agency maintained for such
purpose pursuant to Section 1002 (with, if the Company, the Security Registrar
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company, the Security Registrar or the
Trustee, as the case may be, duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing), and the Company shall execute,
and the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed or purchased.

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                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

     SECTION 1201. SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture will be discharged and will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
Securities as expressly provided for herein) as to all Outstanding Securities
hereunder, and the Trustee, upon Company Request and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (a)    either

                 (1)    all such Securities theretofore authenticated and
     delivered (except lost, stolen or destroyed Securities which have been
     replaced or paid as provided in Section 308 or (ii) all Securities for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust as provided in Section 1003) have been delivered
     to the Trustee for cancellation; or

                 (2)    all such Securities not theretofore delivered to the
     Trustee for cancellation (i) have become due and payable, (ii) will become
     due and payable at their Stated Maturity within one year or (iii) are to be
     called for redemption within one year under arrangements reasonably
     satisfactory to the Trustee for the giving of notice of redemption by the
     Trustee in the name, and at the expense, of the Company;

          (b)    the Company or any Guarantor has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust an amount in
United States dollars sufficient to pay and discharge the entire Indebtedness on
the Securities not theretofore delivered to the Trustee for cancellation,
including the principal of, premium, if any, and accrued interest at such
Maturity, Stated Maturity or Redemption Date;

          (c)    no Default or Event of Default shall have occurred and be
continuing on the date of such deposit;

          (d)    the Company or any Guarantor has paid or caused to be paid all
other sums payable hereunder by the Company and any Guarantor; and

          (e)    the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Independent Counsel each stating that (i) all
conditions precedent herein relating to the satisfaction and discharge hereof
have been complied with and (2) such satisfaction and discharge will not result
in a breach or violation of, or constitute a default under, this Indenture or
any other material agreement or instrument to which the Company, any Guarantor
or any Subsidiary is a party or by which the Company, any Guarantor or any
Subsidiary is bound.

          Notwithstanding the satisfaction and discharge hereof, the obligations
of the Company to the Trustee under Section 607 and, if United States dollars
shall have been deposited with the Trustee pursuant to subclause (2) of
subsection (a) of this Section 1201, the obligations of the Trustee under
Section 1202 and the last paragraph of Section 1003 shall survive.

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     SECTION 1202. APPLICATION OF TRUST MONEY.

          Subject to the provisions of the last paragraph of Section 1003, all
United States dollars deposited with the Trustee pursuant to Section 1201 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on, the Securities for whose payment such United
States dollars have been deposited with the Trustee.

                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

     SECTION 1301. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

          The Company covenants and agrees, and each Holder of a Security, by
such Holder's acceptance thereof, likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article Thirteen, the
Indebtedness represented by the Securities and the payment of the principal of,
premium, if any, and interest on the Securities and any other payment
obligations on or with respect to the Securities (including any obligation to
make and consummate an offer to purchase the Securities and any obligation to
repurchase the Securities) are hereby expressly made subordinate and subject in
right of payment as provided in this Article Thirteen to the prior payment in
full in cash or Cash Equivalents of the Senior Indebtedness.

          This Article Thirteen shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold Senior Indebtedness; and such provisions are made for the benefit of the
holders of Senior Indebtedness; and such holders are made obligees hereunder and
they or each of them may enforce such provisions as provided herein.

          The provisions of this Article Thirteen shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Senior Indebtedness is rescinded or must otherwise be returned by a Holder of
Senior Indebtedness upon any proceeding described in Section 1302 or otherwise,
all as though such payment had not been made.

     SECTION 1302. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

          (a)    The Holders of Senior Indebtedness will be entitled to receive
payment in full in cash or Cash Equivalents of all obligations due in respect of
such Senior Indebtedness (including interest after the commencement of any
bankruptcy, reorganization, insolvency, receivership or similar proceeding
whether or not allowed or allowable as a claim in any such preceding at the rate
specified in the applicable Senior Indebtedness) before the Holders of the
Securities will be entitled to receive any direct or indirect payment in respect
of any Indenture Obligations, in the event of any distribution to creditors of
the Company or a Guarantor:

                 (1)    in a liquidation or dissolution of the Company or a
     Guarantor:

                 (2)    in a bankruptcy, reorganization, insolvency,
     receivership or similar proceeding relating to the Company or a Guarantor
     or its property;

                 (3)    in an assignment for the benefit of creditors; or

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                 (4)    in any marshalling of the Company's or a Guarantor's
     assets and liabilities.

          (b)    Any payment or distribution of any kind or character, whether
in cash, property or securities, which may be payable or deliverable in respect
of the Indenture Obligations in any case, proceeding, dissolution, liquidation
or other winding up or event of the type referred to in clauses (1) through (4)
in paragraph (a) of this Section 1302, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other Indebtedness of the Company or a Guarantor which is subordinated to the
payment of the Indenture Obligations, shall be paid by the Company or Guarantor,
as applicable, or by the trustee in bankruptcy, debtor-in-possession, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company or a Guarantor directly to the holders
of the Senior Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, ratably according to the
aggregate amounts remaining unpaid, for application to the payment of all Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash or Cash Equivalents after giving effect to any
concurrent payment or distribution to or for the benefit of the holders of the
Senior Indebtedness, except that (1) in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or a
Guarantor or its property, holders of the Securities may receive any payment or
distribution authorized by an unstayed, final, nonappealable order or decree
stating that effect is being given to the subordination of the Indenture
Obligations to the Senior Indebtedness and made by a court of competent
jurisdiction in a reorganization proceeding under any applicable bankruptcy law
of securities ("Permitted Junior Securities") which, if debt securities, are
subordinated to at least the same extent as the Indenture Obligations are to (x)
the Senior Indebtedness or (y) any securities issued in exchange for the Senior
Indebtedness; and (2) holders of the Securities may recover payments made from
the trust described under provisions of Section 402 or 403 of this Indenture.

          (c)    Notwithstanding the foregoing provisions of this Section 1302,
in the event that, the Trustee or the Holder of any Security shall have received
any payment or distribution of assets of the Company or any Guarantor of any
kind or character, whether in cash, property or securities (excluding Permitted
Junior Securities or payments from the trust described under Section 402 or 403
of this Indenture), in respect of the Indenture Obligations when such payment or
distribution is prohibited by the subordination provisions of this Article
Thirteen, then the Trustee or the Holders, as the case may be, shall deliver the
amounts to the holders of the Senior Indebtedness of the Company or their proper
representative. Upon the proper written request of the holders of the Senior
Indebtedness of the Company, the Trustee or the Holders, as the case may be,
shall deliver the amounts to the holders of Senior Indebtedness of the Company
or their proper representative.

          The consolidation of the Company with, or the merger of the Company
with or into, another Person or the liquidation or dissolution of the Company
following the sale, assignment, conveyance, transfer, lease or other disposal of
its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of the Company or any
Guarantor for the purposes of this Section 1302 if the Person formed by such
consolidation or the surviving entity of such merger or the Person which
acquires by sale, assignment, conveyance, transfer, lease or other disposal of
such properties and assets substantially as an entirety, as the case may be,
shall, as a part of such consolidation, merger,

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sale, assignment, conveyance, transfer, lease or other disposal, comply with the
conditions set forth in Article Eight.

     SECTION 1303. SUSPENSION OF PAYMENT WHEN DESIGNATED SENIOR
INDEBTEDNESS IN DEFAULT.

          (a)    Unless Section 1302 shall be applicable, upon the occurrence of
any default in the payment of principal of, premium, if any, or interest on, or
failure to make a mandatory offer to prepay Designated Senior Indebtedness upon
asset disposition, casualty or condemnation events as provided in, any
Designated Senior Indebtedness beyond any applicable grace period (a "Payment
Default") and after the receipt by the Trustee of written notice of such Payment
Default from the applicable Agent Bank, with respect to the Designated Senior
Indebtedness arising under the Credit Agreement or from a Senior Representative,
with respect to any other Designated Senior Indebtedness, no payment (other than
any payment or distribution in the form of Permitted Junior Securities and any
payment previously set aside with the Trustee or payments previously made, in
either case, pursuant to Section 402 or 403 of this Indenture) or distribution
of any assets of the Company of any kind or character may be made by the Company
in respect of the Indenture Obligations, or on account of the purchase,
redemption, defeasance or other acquisition of or in respect of, the Securities
unless and until such Payment Default shall have been cured or waived or shall
have ceased to exist or such Designated Senior Indebtedness shall have been
discharged or paid in full in cash or Cash Equivalents, after which the Company
shall (subject to the other provisions of this Article Thirteen) resume making
any and all required payments in respect of the Securities, including any missed
payments.

          (b)    Unless Section 1302 shall be applicable, upon the occurrence
and during the continuance of any non-payment default with respect to any
Designated Senior Indebtedness pursuant to which the maturity thereof may then
be accelerated immediately (a "Non-payment Default") and after the receipt by
the Trustee and the Company of written notice of such Non-payment Default from
the applicable Agent Bank, with respect to the Designated Senior Indebtedness
arising under the Credit Agreement or from a Senior Representative, with respect
to any other Designated Senior Indebtedness, no payment (other than any payment
or distribution in the form of Permitted Junior Securities and any payment
previously set aside with the Trustee, or payments previously made, in either
case, pursuant to the provisions of Sections 402 or 403 of this Indenture) or
distribution of any assets of the Company of any kind or character may be made
by the Company in respect of the Indenture Obligations, or on account of the
purchase, redemption, defeasance or other acquisition of or in respect of, the
Securities for the period specified in paragraph(c) below (the "Payment Blockage
Period").

          (c)    The Payment Blockage Period shall commence upon the receipt of
the notice of the Non-payment Default (the "Payment Blockage Notice") by the
Trustee and the Company from the applicable Agent Bank or Senior Representative,
as the case may be, and shall end on the earliest of

                 (1)    the 179th day after such commencement unless the
     maturity of any Senior Designated Indebtedness has been accelerated,

                 (2)    the date on which such Non-payment Default (and all
     Non-payment Defaults as to which notice is given after such Payment
     Blockage Period is initiated) is cured, waived or ceases to exist or on
     which such Designated Senior Indebtedness is discharged or paid in full in
     cash or Cash Equivalents or

                 (3)    the date on which such Payment Blockage Period (and all
     Non-payment Defaults as to which notice is given after such Payment
     Blockage Period is initiated) shall have

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     been terminated by written notice to the Company or the Trustee from the
     applicable Agent Bank or Senior Representative, as the case may be,
     initiating such Payment Blockage Period.

          When the Payment Blockage Period ends, unless a Payment Default has
occurred and is continuing, the Company shall promptly resume making any and all
required payments in respect of the Securities, including any missed payments.
In no event will a Payment Blockage Period extend beyond 179 days from the date
of the receipt by the Company or the Trustee of the notice initiating such
Payment Blockage Period (such 179-day period referred to as the "Initial
Period"). Any number of notices of Non-payment Defaults may be given during the
Initial Period. However, no new Payment Blockage Period may be commenced by a
Payment Blockage Notice unless and until 360 days have elapsed since the first
date of the effectiveness of the Initial Period; provided that the delivery of a
Payment Blockage Notice by a Senior Representative or holder of Senior
Indebtedness other than under the Credit Agreement shall not bar the delivery of
another Payment Blockage Notice by the applicable Agent Bank for the Credit
Agreement within such 360 days; provided, further, that no Payment Blockage
Payment Period shall exceed 179 days in any one year and no two consecutive
interest payments on the Securities may be blocked by the delivery of a Payment
Blockage Notice.

          No Non-payment Default with respect to Designated Senior Indebtedness
that existed or was continuing on the date of the commencement of any Payment
Blockage Period will be, or can be, made the basis for the commencement of a
second Payment Blockage Period, whether or not within a period of 360
consecutive days, unless such default has been cured or waived for a period of
not less than 90 consecutive days subsequent to the commencement of the Initial
Period.

          The Company shall deliver a notice to the Trustee promptly after the
date on which any Non-payment Default is cured or waived or ceases to exist or
on which the Designated Senior Indebtedness related thereto is discharged or
paid in full in cash or Cash Equivalents, and the Trustee is authorized to act
in reliance on such notice.

     SECTION 1304. PAYMENT PERMITTED IF NO DEFAULT.

          Nothing contained in this Article Thirteen, elsewhere in this
Indenture or in any of the Securities shall prevent the Company, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding-up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of the Company referred to in Section 1302 or under the
conditions described in Section 1303, from making payments at any time of
principal of, premium, if any, or interest on the Securities.

     SECTION 1305. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

          After the payment in full in cash or Cash Equivalents of all Senior
Indebtedness, the Holders of the Securities shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash, property and securities applicable to the Senior Indebtedness until the
principal of, premium, if any, and interest on, the Securities shall be paid in
full. For purposes of such subrogation, no payments or distributions to the
holders of Senior Indebtedness of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article Thirteen, and no payments over pursuant to the
provisions of this Article Thirteen to the holders of Senior Indebtedness by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness, and

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the Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

     SECTION 1306. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

          The provisions of this Article Thirteen are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article Thirteen or elsewhere in this Indenture or in the
Securities is intended to or shall (a) impair, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of, premium, if any, and
interest on, the Securities as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company or the Holders of the Securities and creditors of the Company other than
the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article Thirteen of the holders of Senior Indebtedness (1) in any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshaling of assets and liabilities of the
Company referred to in Section 1302, to receive, pursuant to and in accordance
with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder, or (2) under the conditions specified
in Section 1303, to prevent any payment prohibited by such section.

     SECTION 1307.  TRUSTEE TO EFFECTUATE SUBORDINATION.

          Each Holder of a Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Thirteen and appoints the Trustee such Holder's attorney-in-fact
for any and all such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of the Company whether in bankruptcy,
insolvency, receivership proceedings, or otherwise, the timely filing of a claim
for the unpaid balance of the Indebtedness of the Company owing to such Holder
in the form required in such proceedings and the causing of such claim to be
approved.

     SECTION 1308. NO WAIVER OF SUBORDINATION PROVISIONS.

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

          (b)    Without limiting the generality of subsection (a) of this
Section 1308, the holders of Senior Indebtedness may, at any time and from time
to time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
Thirteen or the obligations hereunder of the Holders of the Securities to the
holders of Senior Indebtedness, do any one or more of the following: (1) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Indebtedness or any instrument evidencing the same or any

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agreement under which Senior Indebtedness is outstanding; (2) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Indebtedness; (3) release any Person liable in any manner for
the collection or payment of Senior Indebtedness; and (4) exercise or refrain
from exercising any rights against the Company and any other Person; provided,
however, that in no event shall any such actions limit the right of the Holders
of the Securities to take any action to accelerate the Maturity of the
Securities pursuant to Article Five of this Indenture or to pursue any rights or
remedies hereunder or under applicable laws if the taking of such action does
not otherwise violate the terms of this Article.

     SECTION 1309. NOTICE TO TRUSTEE.

          (a)    The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities. Notwithstanding the provisions
of this Article Thirteen or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness, an applicable Agent
Bank or from a Senior Representative or any trustee, fiduciary or agent
therefor; and, prior to the receipt of any such written notice, the Trustee
shall be entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for in
this Section 1309 by Noon, Eastern Time, on the Business Day prior to the date
upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if
any, or interest on any Security), then, anything herein contained to the
contrary notwithstanding but without limiting the rights and remedies of the
holders of Senior Indebtedness, an applicable Agent Bank, a Senior
Representative or any trustee, fiduciary or agent thereof, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it after such date; nor shall
the Trustee be charged with knowledge of the curing of any such default or the
elimination of the act or condition preventing any such payment unless and until
the Trustee shall have received an Officers' Certificate to such effect.

          (b)    The Trustee shall be entitled to rely on the delivery to it of
a written notice to the Trustee and the Company by a Person which represents
itself as an applicable Agent Bank, a Senior Representative or a holder of
Senior Indebtedness (or a trustee, fiduciary or agent therefor) to establish
that such notice has been given by an applicable Agent Bank, a Senior
Representative or a holder of Senior Indebtedness (or a trustee, fiduciary or
agent therefor); PROVIDED, HOWEVER, that failure to give such notice to the
Company shall not affect in any way the ability of the Trustee to rely on such
notice. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Thirteen, the Trustee may request such Person to furnish evidence
to the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Thirteen, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

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     SECTION 1310. RELIANCE ON JUDICIAL ORDERS OR CERTIFICATES.

          Upon any payment or distribution of assets of the Company referred to
in this Article Thirteen, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, or a certificate of an applicable Agent
Bank or a Senior Representative, delivered to the Trustee or to the Holders of
Securities for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article Thirteen, provided that the foregoing shall apply only if such
court has been fully apprised of the provisions of this Article.

     SECTION 1311. RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Thirteen with respect to any Senior
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Indebtedness, and nothing in this Indenture shall deprive
the Trustee of any of its rights as such holder. Nothing in this Article
Thirteen shall apply to claims of, or payments to, the Trustee under or pursuant
to Section 607.

     SECTION 1312. ARTICLE APPLICABLE TO PAYING AGENTS.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting under this Indenture, the term
"Trustee" as used in this Article Thirteen shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1311 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

     SECTION 1313. NO SUSPENSION OF REMEDIES.

          Nothing contained in this Article Thirteen shall limit the right of
the Trustee or the Holders of Securities to take any action to accelerate the
Maturity of the Securities pursuant to Article Five of this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to the
rights, if any, under this Article Thirteen of the holders, from time to time,
of Senior Indebtedness to receive the cash, property or securities receivable
upon the exercise of such rights or remedies.

     SECTION 1314. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Thirteen, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Article Thirteen against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Indebtedness and the Trustee
shall not be liable to any

                                     - 142 -
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holder of Senior Indebtedness if it shall in good faith mistakenly (absent
willful misconduct) pay over or deliver to Holders, the Company or any other
Person moneys or assets to which any holder of Senior Indebtedness shall be
entitled by virtue of this Article Thirteen or otherwise.

                                ARTICLE FOURTEEN

                                   GUARANTEES

     SECTION 1401. GUARANTORS' GUARANTEE.

          For value received, each of the Guarantors, in accordance with this
Article Fourteen, hereby absolutely, fully, unconditionally and irrevocably
guarantees, jointly and severally with each other and with each other Person
which may become a Guarantor hereunder, to the Trustee and the Holders, the
punctual payment and performance when due of all Indenture Obligations (which
for purposes of this Guarantee shall also be deemed to include all commissions,
fees, charges, costs and other expenses (including reasonable legal fees and
disbursements of counsel) arising out of or incurred by the Trustee or the
Holders in connection with the enforcement of this Guarantee).

     SECTION 1402. CONTINUING GUARANTEE; NO RIGHT OF SET-OFF; INDEPENDENT
OBLIGATION.

          (a)    This Guarantee shall be a continuing guarantee of the payment
and performance of all Indenture Obligations and shall remain in full force and
effect until the payment in full of all of the Indenture Obligations and shall
apply to and secure any ultimate balance due or remaining unpaid to the Trustee
or the Holders; and this Guarantee shall not be considered as wholly or
partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in this Indenture including those set forth in Article Eight.
Without limiting the generality of the foregoing, each Guarantor's liability
shall extend to all amounts which constitute part of the Indenture Obligations
and would be owed by the Company under this Indenture and the Securities but for
the fact that they are unenforceable, reduced, limited, impaired, suspended or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

          (b)    Each Guarantor, jointly and severally, hereby guarantees that
the Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America.

          (c)    Each Guarantor, jointly and severally, guarantees that the
Indenture Obligations shall be paid strictly in accordance with their terms
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Holders of the
Securities.

          (d)    Each Guarantor's liability to pay or perform or cause the
performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 106 hereof.

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          (e)    Except as provided herein, the provisions of this Article
Fourteen cover all agreements between the parties hereto relative to this
Guarantee and none of the parties shall be bound by any representation, warranty
or promise made by any Person relative thereto which is not embodied herein; and
it is specifically acknowledged and agreed that this Guarantee has been
delivered by each Guarantor free of any conditions whatsoever and that no
representations, warranties or promises have been made to any Guarantor
affecting its liabilities hereunder, and that the Trustee shall not be bound by
any representations, warranties or promises now or at any time hereafter made by
the Company to any Guarantor.

          (f)    This Guarantee is a guarantee of payment, performance and
compliance and not of collectibility and is in no way conditioned or contingent
upon any attempt to collect from or enforce performance or compliance by the
Company or upon any event or condition whatsoever.

          (g)    The obligations of the Guarantors set forth herein constitute
the full recourse obligations of the Guarantors enforceable against them to the
full extent of all their assets and properties.

     SECTION 1403. GUARANTEE ABSOLUTE.

          The obligations of the Guarantors hereunder are independent of the
obligations of the Company under the Securities and this Indenture and a
separate action or actions may be brought and prosecuted against any Guarantor
whether or not an action or proceeding is brought against the Company and
whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and unconditional
and (to the extent permitted by law) the liability and obligations of the
Guarantors hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:

          (a)    any defect or lack of validity or enforceability in respect of
any Indebtedness or other obligation of the Company or any other Person under
this Indenture or the Securities, or any agreement or instrument relating to any
of the foregoing;

          (b)    any grants of time, renewals, extensions, indulgences,
releases, discharges or modifications which the Trustee or the Holders may
extend to, or make with, the Company, any Guarantor or any other Person, or any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Indenture Obligations, or any other amendment or waiver of, or any
consent to or departure from, this Indenture or the Securities, including any
increase or decrease in the Indenture Obligations;

          (c)    the taking of security from the Company, any Guarantor or any
other Person, and the release, discharge or alteration of, or other dealing
with, such security;

          (d)    the occurrence of any change in the laws, rules, regulations or
ordinances of any jurisdiction by any present or future action of any
governmental authority or court amending, varying, reducing or otherwise
affecting, or purporting to amend, vary, reduce or otherwise affect, any of the
Indenture Obligations and the obligations of any Guarantor hereunder;

          (e)    the abstention from taking security from the Company, any
Guarantor or any other Person or from perfecting, continuing to keep perfected
or taking advantage of any security;

                                     - 144 -
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          (f)    any loss, diminution of value or lack of enforceability of any
security received from the Company, any Guarantor or any other Person, and
including any other guarantees received by the Trustee;

          (g)    any other dealings with the Company, any Guarantor or any other
Person, or with any security;

          (h)    the Trustee's or the Holders' acceptance of compositions from
the Company or any Guarantor;

          (i)    the application by the Holders or the Trustee of all monies at
any time and from time to time received from the Company, any Guarantor or any
other Person on account of any Indebtedness and liabilities owing by the Company
or any Guarantor to the Trustee or the Holders, in such manner as the Trustee or
the Holders deems best and the changing of such application in whole or in part
and at any time or from time to time, or any manner of application of
collateral, or proceeds thereof, to all or any of the Indenture Obligations, or
the manner of sale of any collateral;

          (j)    the release or discharge of the Company or any Guarantor of the
Securities or of any Person liable directly as surety or otherwise by operation
of law or otherwise for the Securities, other than an express release in writing
given by the Trustee, on behalf of the Holders, of the liability and obligations
of any Guarantor hereunder;

          (k)    any change in the name, business, capital structure or
governing instrument of the Company or any Guarantor or any refinancing or
restructuring of any of the Indenture Obligations;

          (l)    subject to Section 1414, the sale of the Company's or any
Guarantor's business or any part thereof;

          (m)    subject to Section 1414, any merger or consolidation,
arrangement or reorganization of the Company, any Guarantor, any Person
resulting from the merger or consolidation of the Company or any Guarantor with
any other Person or any other successor to such Person or merged or consolidated
Person or any other change in the corporate existence, structure or ownership of
the Company or any Guarantor or any change in the corporate relationship between
the Company and any Guarantor, or any termination of such relationship;

          (n)    the insolvency, bankruptcy, liquidation, winding-up,
dissolution, receivership, arrangement, readjustment, assignment for the benefit
of creditors or distribution of the assets of the Company or its assets or any
resulting discharge of any obligations of the Company (whether voluntary or
involuntary) or of any Guarantor (whether voluntary or involuntary) or the loss
of corporate existence;

          (o)    subject to Section 1414, any arrangement or plan of
reorganization affecting the Company or any Guarantor;

          (p)    any failure, omission or delay on the part of the Company to
conform or comply with any term of this Indenture;

          (q)    any limitation on the liability or obligations of the Company
or any other Person under this Indenture, or any discharge, termination,
cancellation, distribution, irregularity, invalidity or unenforceability in
whole or in part of this Indenture;

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          (r)    any other circumstance (including any statute of limitations)
that might otherwise constitute a defense available to, or discharge of, the
Company or any Guarantor; or

          (s)    any modification, compromise, settlement or release by the
Trustee, or by operation of law or otherwise, of the Indenture Obligations or
the liability of the Company or any other obligor under the Securities, in whole
or in part, and any refusal of payment by the Trustee, in whole or in part, from
any other obligor or other guarantor in connection with any of the Indenture
Obligations, whether or not with notice to, or further assent by, or any
reservation of rights against, each of the Guarantors.

     SECTION 1404. RIGHT TO DEMAND FULL PERFORMANCE.

          In the event of any demand for payment or performance by the Trustee
from any Guarantor hereunder, the Trustee or the Holders shall have the right to
demand its full claim and to receive all dividends or other payments in respect
thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Company under
this Indenture and the Securities. The retention by the Trustee or the Holders
of any security, prior to the realization by the Trustee or the Holders of its
rights to such security upon foreclosure thereon, shall not, as between the
Trustee and any Guarantor, be considered as a purchase of such security, or as
payment, satisfaction or reduction of the Indenture Obligations due to the
Trustee or the Holders by the Company or any part thereof. Each Guarantor,
promptly after demand, will reimburse the Trustee and the Holders for all costs
and expenses of collecting such amount under, or enforcing this Guarantee,
including, without limitation, the reasonable fees and expenses of counsel.

     SECTION 1405. WAIVERS.

          (a)    Each Guarantor hereby expressly waives (to the extent permitted
by law) notice of the acceptance of this Guarantee and notice of the existence,
renewal, extension or the non-performance, non-payment, or non-observance on the
part of the Company of any of the terms, covenants, conditions and provisions of
this Indenture or the Securities or any other notice whatsoever to or upon the
Company or such Guarantor with respect to the Indenture Obligations, whether by
statute, rule of law or otherwise. Each Guarantor hereby acknowledges
communication to it of the terms of this Indenture and the Securities and all of
the provisions therein contained and consents to and approves the same. Each
Guarantor hereby expressly waives (to the extent permitted by law) diligence,
presentment, protest and demand for payment with respect to (i) any notice of
sale, transfer or other disposition of any right, title to or interest in the
Securities by the Holders or in this Indenture, (ii) any release of any
Guarantor from its obligations hereunder resulting from any loss by it of its
rights of subrogation hereunder and (iii) any other circumstances whatsoever
that might otherwise constitute a legal or equitable discharge, release or
defense of a guarantor or surety or that might otherwise limit recourse against
such Guarantor.

          (b)    Without prejudice to any of the rights or recourses which the
Trustee or the Holders may have against the Company, each Guarantor hereby
expressly waives (to the extent permitted by law) any right to require the
Trustee or the Holders to:

                 (i)    enforce, assert, exercise, initiate or exhaust any
                        rights, remedies or recourse against the Company, any
                        Guarantor or any other Person under this Indenture or
                        otherwise;

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                 (ii)   value, realize upon, or dispose of any security of the
                        Company or any other Person held by the Trustee or the
                        Holders;

                 (iii)  initiate or exhaust any other remedy which the Trustee
                        or the Holders may have in law or equity; or

                 (iv)   mitigate the damages resulting from any Default under
                        this Indenture;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

     SECTION 1406. THE GUARANTORS REMAIN OBLIGATED IN EVENT THE COMPANY IS NO
LONGER OBLIGATED TO DISCHARGE INDENTURE OBLIGATIONS.

          It is the express intention of the Trustee and the Guarantors that if
for any reason the Company has no legal existence, is or becomes under no legal
obligation to discharge the Indenture Obligations owing to the Trustee or the
Holders by the Company or if any of the Indenture Obligations owing by the
Company to the Trustee or the Holders becomes irrecoverable from the Company by
operation of law or for any reason whatsoever, this Guarantee and the covenants,
agreements and obligations of the Guarantors contained in this Article Fourteen
shall nevertheless be binding upon the Guarantors, as principal debtor, until
such time as all such Indenture Obligations have been paid in full to the
Trustee and all Indenture Obligations owing to the Trustee or the Holders by the
Company have been discharged, or such earlier time as Section 402 shall apply to
the Securities and the Guarantors shall be responsible for the payment thereof
to the Trustee or the Holders upon demand.

     SECTION 1407. FRAUDULENT CONVEYANCE; CONTRIBUTION; SUBROGATION.

          (a)    Each Guarantor that is a Subsidiary of the Company and, by its
acceptance hereof, each Holder hereby confirm that it is the intention of all
such parties that the Guarantee by such Guarantor pursuant to its Guarantee not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law. To effectuate the foregoing intention, the
Holders and such Guarantor hereby irrevocably agree that the obligations of such
Guarantor under its Guarantee shall be limited to the maximum amount which,
after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any collections from or payments made by or
on behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Guarantee or pursuant to its contribution obligations under
this Indenture, will result in the obligations of such Guarantor under its
Guarantee not constituting such fraudulent transfer or conveyance.

          (b)    Each Guarantor that makes a payment or distribution under its
Guarantee shall be entitled to a contribution from each other Guarantor, if any,
in a PRO RATA amount based on the net assets of each Guarantor, determined in
accordance with GAAP.

          (c)    Until the Securities are paid in full, each Guarantor hereby
waives all rights of subrogation or contribution, whether arising by contract or
operation of law (including, without limitation, any such right arising under
federal Bankruptcy Law) or otherwise by reason of any payment by it pursuant to
the provisions of this Article Fourteen.

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     SECTION 1408. GUARANTEE IS IN ADDITION TO OTHER SECURITY.

          This Guarantee shall be in addition to and not in substitution for any
other guarantees or other security, if any, which the Trustee may now or
hereafter hold in respect of the Indenture Obligations owing to the Trustee or
the Holders by the Company and (except as may be required by law) the Trustee
shall be under no obligation to marshal in favor of each of the Guarantors any
other guarantees or other security or any moneys or other assets which the
Trustee may be entitled to receive or upon which the Trustee or the Holders may
have a claim.

     SECTION 1409. RELEASE OF SECURITY INTERESTS.

          Without limiting the generality of the foregoing and except as
otherwise provided in this Indenture, each Guarantor hereby consents and agrees,
to the fullest extent permitted by applicable law, that the rights of the
Trustee hereunder, and the liability of the Guarantors hereunder, shall not be
affected by any and all releases for any purpose of any collateral, if any, from
the Liens and security interests created by any collateral document and that
this Guarantee shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Indenture Obligations is rescinded
or must otherwise be returned by the Trustee upon the insolvency, bankruptcy or
reorganization of the Company or otherwise, all as though such payment had not
been made.

     SECTION 1410. NO BAR TO FURTHER ACTIONS.

          Except as provided by law, no action or proceeding brought or
instituted under this Article Fourteen and this Guarantee and no recovery or
judgment in pursuance thereof shall be a bar or defense to any further action or
proceeding which may be brought under this Article Fourteen and this Guarantee
by reason of any further default or defaults under this Article Fourteen and
this Guarantee or in the payment of any of the Indenture Obligations owing by
the Company.

     SECTION 1411. FAILURE TO EXERCISE RIGHTS SHALL NOT OPERATE AS A WAIVER; NO
SUSPENSION OF REMEDIES.

          (a)    No failure to exercise and no delay in exercising, on the part
of the Trustee or the Holders, any right, power, privilege or remedy under this
Article Fourteen and this Guarantee shall operate as a waiver thereof, nor shall
any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity.

          (b)    Nothing contained in this Article Fourteen shall limit the
right of the Trustee or the Holders to take any action to accelerate the
Maturity of the Securities pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law.

     SECTION 1412. TRUSTEE'S DUTIES; NOTICE TO TRUSTEE.

          (a)    Any provision in this Article Fourteen or elsewhere in this
Indenture allowing the Trustee to request any information or to take any action
authorized by, or on behalf of any Holder, shall be permissive and shall not be
obligatory on the Trustee except as the Holders may direct in accordance with
the provisions of this Indenture or where the failure of the Trustee to request
any such information or to take any such action arises from the Trustee's gross
negligence, bad faith or willful misconduct.

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          (b)    The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor or the officers,
directors or agents acting or purporting to act on their respective behalf.

     SECTION 1413. SUCCESSORS AND ASSIGNS.

          Subject to Section 1414, all terms, agreements and conditions of this
Article Fourteen shall extend to and be binding upon each Guarantor and its
successors and permitted assigns and shall inure to the benefit of and may be
enforced by the Trustee and its successors and assigns; PROVIDED, HOWEVER, that
the Guarantors may not assign any of their rights or obligations hereunder other
than in accordance with Article Eight.

     SECTION 1414. RELEASE OF GUARANTEE.

          Concurrently with the payment in full of all of the Indenture
Obligations, the Guarantors shall be released from and relieved of their
obligations under this Article Fourteen. Upon the delivery by the Company to the
Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion
of Counsel to the effect that the transaction giving rise to the release of this
Guarantee was made by the Company in accordance with the provisions of this
Indenture and the Securities, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Guarantors from their
obligations under this Guarantee. If any of the Indenture Obligations are
revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
Indenture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.

          This Guarantee shall terminate with respect to each Guarantor and
shall be automatically and unconditionally released and discharged as provided
in Section 1013(b) or as otherwise provided in this Indenture.

     SECTION 1415. EXECUTION OF GUARANTEE.

          (a)    To evidence the Guarantee, each Guarantor hereby agrees to
execute the guarantee substantially in the form set forth in Section 204, to be
endorsed on each Security authenticated and delivered by the Trustee and that
this Indenture shall be executed on behalf of each Guarantor by its Chairman of
the Board, its President, its Chief Executive Officer, Chief Operating Officer
or one of its Vice Presidents, which signature shall be attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

          (b)    Any person that was not a Guarantor on the date of this
Indenture may become a Guarantor by executing and delivering to the Trustee (i)
a supplemental indenture in form and substance satisfactory to the Trustee,
which subjects such person to the provisions (including the representations and
warranties) of this Indenture as a Guarantor, (ii) in the event that as of the
date of such supplemental indenture any registrable Securities are Outstanding,
an instrument in form and substance satisfactory to the Trustee which subjects
such person to the provisions of the Registration Rights Agreement with respect
to such Outstanding registrable Securities, and (iii) an Opinion of Counsel to
the effect that such supplemental indenture has been duly authorized and
executed by such

                                     - 149 -
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person and constitutes the legal, valid and binding obligation of such person
(subject to such customary assumptions and exceptions as may be acceptable to
the Trustee in its reasonable discretion).

          (c)    If an officer whose signature is on this Indenture no longer
holds that office at the time the Trustee authenticates a Security on which this
Guarantee is endorsed, such Guarantee shall be valid nevertheless.

     SECTION 1416. GUARANTEE SUBORDINATE TO SENIOR GUARANTOR INDEBTEDNESS.

          Each Guarantor covenants and agrees, and each Holder of a Guarantee,
by his acceptance thereof, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth in this Article Fourteen, the
Indebtedness represented by the Guarantees is hereby expressly made subordinate
and subject in right of payment as provided in this Article Fourteen to the
prior payment in full in cash or Cash Equivalents of all Senior Guarantor
Indebtedness.

          This Article Fourteen shall constitute a continuing offer to all
Persons who, in reliance upon such provisions, become holders of, or continue to
hold Senior Guarantor Indebtedness; and such provisions are made for the benefit
of the holders of Senior Guarantor Indebtedness; and such holders are made
obligees hereunder and they or each of them may enforce such provisions.

          The provisions of Sections 1416 through 1429 shall continue to be
effective or be reinstated, as the case may be, if at any time any payment of
any of the Senior Guarantor Indebtedness is rescinded or must otherwise be
returned by a Holder of Senior Guarantor Indebtedness upon any proceeding
described in Section 1417 or otherwise, all as though such payment had not been
made.

     SECTION 1417. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION OF THE GUARANTOR,
ETC.

          (a)    The holders of Senior Guarantor Indebtedness shall be entitled
to receive payment in full in cash or Cash Equivalents of all obligations due in
respect of all Senior Guarantor Indebtedness (including interest after the
commencement of any bankruptcy, reorganization, insolvency, receivership or
similar proceeding whether or not allowed or allowable as a claim in any such
preceding at the rate specified in the applicable Senior Guarantor Indebtedness)
before the Holders of the Securities will be entitled to receive any direct or
indirect payment on account of the Guarantee of such Guarantor, in the event of
any distribution to creditors of such Guarantor:

                 (1)    in a liquidation or dissolution of a Guarantor:

                 (2)    in a bankruptcy, reorganization, insolvency,
     receivership or similar proceeding relating to a Guarantor or its property;

                 (3)    in an assignment for the benefit of creditors; or

                 (4)    in any marshalling of a Guarantor's assets and
     liabilities.

          (b)    Any payment or distribution of any kind or character, whether
in cash, property or securities, which may be payable or deliverable on account
of the Guarantee of a Guarantor in any case, proceeding, dissolution,
liquidation or other winding up or event of the type referred to in clauses (1)
through (4) in paragraph (a) of this Section 1417, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other Indebtedness of a Guarantor which is subordinated to the payment on
account of the Guarantee of such Guarantor, shall be paid by

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such Guarantor, or by the trustee in bankruptcy, debtor-in-possession, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of such Guarantor directly to the holders of the
Senior Guarantor Indebtedness or their representative or representatives or to
the trustee or trustees under any indenture under which any instruments
evidencing any of the Senior Guarantor Indebtedness may have been issued,
ratably according to the aggregate amounts remaining unpaid, for application to
the payment of all Senior Guarantor Indebtedness remaining unpaid to the extent
necessary to pay all Senior Guarantor Indebtedness in full in cash or Cash
Equivalents after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of the Senior Guarantor Indebtedness, except that
(1) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to a Guarantor or its property, holders of the Securities
may receive any payment or distribution authorized by an unstayed, final,
nonappealable order or decree stating that effect is being given to the
subordination of the payment on account of the Guarantee of such Guarantor to
the Senior Guarantor Indebtedness and made by a court of competent jurisdiction
in a reorganization proceeding under any applicable bankruptcy law of securities
("Permitted Guarantor Junior Securities") which, if debt securities, are
subordinated to at least the same extent as the payment on account of the
Guarantee of such Guarantor are to (x) the Senior Guarantor Indebtedness or (y)
any securities issued in exchange for the Senior Guarantor Indebtedness; and (2)
holders of the Securities may recover payments made from the trust described
under provisions of Section 402 or 403 of this Indenture.

          (c)    Notwithstanding the foregoing provisions of this Section 1417,
in the event that, the Trustee or the Holder of any Security shall have received
any payment or distribution of assets of a Guarantor of any kind or character,
whether in cash, property or securities (excluding Permitted Guarantor Junior
Securities or payments from the trust described under Section 402 or 403 of this
Indenture), in respect of the payment on account of the Guarantee of such
Guarantor when such payment or distribution is prohibited by the subordination
provisions of this Article Fourteen, then the Trustee or the Holders, as the
case may be, shall deliver the amounts in trusts to the holders of the Senior
Guarantor Indebtedness of the Guarantor or their proper representative. Upon the
proper written request of the holders of the Senior Guarantor Indebtedness of
the Guarantor, the Trustee or the Holders, as the case may be, shall deliver the
amounts in trust to the holders of Senior Guarantor Indebtedness of the
Guarantor or their proper representative.

          The consolidation of a Guarantor with, or the merger of a Guarantor
with or into, another Person or the liquidation or dissolution of a Guarantor
following the sale, assignment, conveyance, transfer, lease or other disposal of
its properties and assets substantially as an entirety to another Person upon
the terms and conditions set forth in Article Eight shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the benefit
of creditors or marshaling of assets and liabilities of a Guarantor for the
purposes of this Section 1417 if the Person formed by such consolidation or the
surviving entity of such merger or the Person which acquires by sale,
assignment, conveyance, transfer, lease or other disposal of such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other disposal, comply with the conditions set forth in Article Eight.

     SECTION 1418. DEFAULT ON SENIOR GUARANTOR INDEBTEDNESS.

          (a)    Upon the maturity of any Senior Guarantor Indebtedness by lapse
of time, acceleration or otherwise, all principal thereof and interest thereon
and other amounts due in connection therewith shall first be paid in full in
cash or Cash Equivalents or such payment duly

                                     - 151 -
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provided for before any payment is made by any of the Guarantors or any Person
acting on behalf of any of the Guarantors in respect of the Guarantee of such
Guarantor.

          (b)    No payment (excluding payments in the form of Permitted
Guarantor Junior Securities) shall be made by any Guarantor in respect of its
Guarantee during the period in which Section 1417 shall be applicable, during
any suspension of payments in effect under Section 1303(a) of this Indenture or
during any Payment Blockage Period in effect under Sections 1303(b) and (c) of
this Indenture.

          (c)    In the event that, notwithstanding the foregoing, any Guarantor
shall make any payment to the Trustee or the Holder of its Guarantee prohibited
by the foregoing provisions of this Section 1418, then and in such event such
payment shall be paid over and delivered forthwith to the representatives of the
holders of the Senior Guarantor Indebtedness or as a court of competent
jurisdiction shall direct.

     SECTION 1419. PAYMENT PERMITTED BY EACH OF THE GUARANTORS IF NO DEFAULT.

          Nothing contained in this Article Fourteen, elsewhere in this
Indenture or in any of the Securities shall prevent any Guarantor, at any time
except during the pendency of any case, proceeding, dissolution, liquidation or
other winding-up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of such Guarantor referred to in Section 1417 or under
the conditions described in Section 1418, from making payments at any time of
principal of, premium, if any, or interest on the Securities.

     SECTION 1420. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR GUARANTOR
INDEBTEDNESS.

          After the payment in full in cash or Cash Equivalents of all Senior
Guarantor Indebtedness, the Holders of the Securities shall be subrogated to the
rights of the holders of such Senior Guarantor Indebtedness to receive payments
and distributions of cash, property and securities applicable to the Senior
Guarantor Indebtedness until the principal of, premium, if any, and interest on,
the Securities shall be paid in full. For purposes of such subrogation, no
payments or distributions to the holders of Senior Guarantor Indebtedness of any
cash, property or securities to which the Holders of the Securities or the
Trustee would be entitled except for the provisions of this Article Fourteen,
and no payments over pursuant to the provisions of this Article Fourteen to the
holders of Senior Guarantor Indebtedness by Holders of the Securities or the
Trustee, shall, as among any Guarantor, its creditors other than holders of
Senior Guarantor Indebtedness, and the Holders of the Securities, be deemed to
be a payment or distribution by such Guarantor to or on account of the Senior
Guarantor Indebtedness.

     SECTION 1421. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

          The provisions of Sections 1416 through 1429 of this Indenture are
intended solely for the purpose of defining the relative rights of the Holders
of the Securities on the one hand and the holders of Senior Guarantor
Indebtedness on the other hand. Nothing contained in this Article Fourteen or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as among any Guarantor, its creditors other than holders of Senior
Guarantor Indebtedness and the Holders of the Securities, the obligation such
Guarantor, which is absolute and unconditional, to pay to the Holders of the
Securities the principal of, premium, if any, and interest on, the Securities as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against each of the Guarantors of the Holders
of the Securities and creditors of each of the Guarantors other

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than the holders of Senior Guarantor Indebtedness; or (c) prevent the Trustee or
the Holder of any Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article Fourteen of the holders of Senior Guarantor Indebtedness (1)
in any case, proceeding, dissolution, liquidation or other winding up,
assignment for the benefit of creditors or other marshaling of assets and
liabilities of the Guarantors referred to in Section 1417, to receive, pursuant
to and in accordance with such Section, cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder, or (2) under the
conditions specified in Section 1418, to prevent any payment prohibited by such
Section or enforce their rights pursuant to Section 1418(c).

     SECTION 1422. TRUSTEE TO EFFECTUATE SUBORDINATION.

          Each Holder of a Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Fourteen and appoints the Trustee such Holder's attorney-in-fact
for any and all such purposes, including, in the event of any dissolution,
winding-up, liquidation or reorganization of any Guarantor whether in
bankruptcy, insolvency, receivership proceedings, or otherwise, the timely
filing of a claim for the unpaid balance of the Indebtedness of any Guarantor
owing to such Holder in the form required in such proceedings and the causing of
such claim to be approved.

     SECTION 1423. NO WAIVER OF SUBORDINATION PROVISIONS.

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

          (b)    Without limiting the generality of subsection (a) of this
Section 1423, the holders of Senior Guarantor Indebtedness may, at any time and
from time to time, without the consent of or notice to the Trustee or the
Holders of the Securities, without incurring responsibility to the Holders of
the Securities and without impairing or releasing the subordination provided in
this Article Fourteen or the obligations hereunder of the Holders of the
Securities to the holders of Senior Guarantor Indebtedness, do any one or more
of the following: (1) change the manner, place or terms of payment or extend the
time of payment of, or renew or alter, Senior Guarantor Indebtedness or any
instrument evidencing the same or any agreement under which Senior Guarantor
Indebtedness is outstanding; (2) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Guarantor
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of Senior Guarantor Indebtedness; and (4) exercise or refrain from
exercising any rights against any of the Guarantors and any other Person;
PROVIDED, HOWEVER, that in no event shall any such actions limit the right of
the Holders of the Securities to take any action to accelerate the Maturity of
the Securities pursuant to Article Five of this Indenture or to pursue any
rights or remedies hereunder or under applicable laws if the taking of such
action does not otherwise violate the terms of this Article Fourteen.

                                     - 153 -
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     SECTION 1424. NOTICE TO TRUSTEE BY EACH OF THE GUARANTORS.

          (a)    Each Guarantor shall give prompt written notice to the Trustee
of any fact known to such Guarantor which would prohibit the making of any
payment to or by the Trustee in respect of the Guarantee. Notwithstanding the
provisions of this Article Fourteen or any other provision of this Indenture,
the Trustee shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment to or by the Trustee in respect
of the Securities, unless and until the Trustee shall have received written
notice thereof from any Guarantor or a holder of Senior Guarantor Indebtedness
or any trustee, fiduciary or agent therefor; and, prior to the receipt of any
such written notice, the Trustee shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 1424 by Noon, Eastern Time, on
the Business Day prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of, premium, if any, or interest on any Security), then, anything
herein contained to the contrary notwithstanding but without limiting the rights
and remedies of the holders of Senior Guarantor Indebtedness or any trustee,
fiduciary or agent thereof, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it after such date; nor shall the Trustee be charged with knowledge
of the curing of any such default or the elimination of the act or condition
preventing any such payment unless and until the Trustee shall have received an
Officers' Certificate to such effect.

          (b)    The Trustee shall be entitled to rely on the delivery to it of
a written notice to the Trustee and each Guarantor by a Person which represents
itself as a representative of one or more holders of Guarantor Senior or a
holder of Senior Guarantor Indebtedness (or a trustee, fiduciary or agent
therefor) to establish that such notice has been given by a representative of or
a holder of Senior Guarantor Indebtedness (or a trustee, fiduciary or agent
therefor); provided, however, that failure to give such notice to the Company or
any Guarantor shall not affect in any way the ability of the Trustee to rely on
such notice. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Guarantor Indebtedness to participate in any payment or distribution
pursuant to this Article Fourteen, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Guarantor Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Fourteen, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

     SECTION 1425. RELIANCE ON JUDICIAL ORDERS OR CERTIFICATES.

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

                                     - 154 -
<Page>

thereon and all other facts pertinent thereto or to this Article, provided that
the foregoing shall apply only if such court has been fully apprised of the
provisions of this Article.

     SECTION 1426. RIGHTS OF TRUSTEE AS A HOLDER OF SENIOR GUARANTOR
INDEBTEDNESS; PRESERVATION OF TRUSTEE'S RIGHTS.

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Fourteen with respect to any Senior Guarantor
Indebtedness which may at any time be held by it, to the same extent as any
other holder of Senior Guarantor Indebtedness, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article Fourteen shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 607.

     SECTION 1427. ARTICLE APPLICABLE TO PAYING AGENTS.

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting under this Indenture, the term
"Trustee" as used in this Article Fourteen shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article Fourteen in addition to or in place of
the Trustee; provided, however, that Section 1426 shall not apply to the Company
or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

     SECTION 1428. NO SUSPENSION OF REMEDIES.

          Nothing contained in this Article Fourteen shall limit the right of
the Trustee or the Holders of Securities to take any action to accelerate the
Maturity of the Securities pursuant to Article Five of this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to the
rights, if any, under this Article Fourteen of the holders, from time to time,
of Senior Guarantor Indebtedness to receive the cash, property or securities
receivable upon the exercise of such rights or remedies.

     SECTION 1429. TRUSTEE'S RELATION TO SENIOR GUARANTOR INDEBTEDNESS.

          With respect to the holders of Senior Guarantor Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Fourteen, and no
implied covenants or obligations with respect to the holders of Senior Guarantor
Indebtedness shall be read into this Article Fourteen against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Guarantor Indebtedness and the Trustee shall not be liable to any holder of
Senior Guarantor Indebtedness if it shall in good faith mistakenly (absent
willful misconduct) pay over or deliver to Holders, the Company or any other
Person moneys or assets to which any holder of Senior Guarantor Indebtedness
shall be entitled by virtue of this Article Fourteen or otherwise.

                                     - 155 -
<Page>

                                      * * *

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


                                THE JEAN COUTU GROUP (PJC) INC.

                                By: /s/ Francois Jean Coutu
                                    -------------------------------------------
                                    Francois Jean Coutu, as President
                                    and Chief Executive Officer


                                BROOKS PHARMACY, INC.
                                JCG HOLDINGS (USA), INC.
                                JEAN COUTU ACQUISITION ONE, INC.
                                JEAN COUTU ACQUISITION TWO, INC.
                                JEAN COUTU ACQUISITION THREE, INC.
                                MAXI DRUG NORTH, INC.
                                MAXI DRUG, INC.
                                MAXI GREEN INC.
                                MC WOONSOCKET, INC.
                                P.J.C. DISTRIBUTION, INC.
                                P.J.C. OF VERMONT INC.
                                P.J.C. REALTY CO., INC.
                                PJC LEASE HOLDINGS, INC.
                                PJC OF CRANSTON, INC.
                                PJC OF EAST PROVIDENCE, INC.
                                PJC OF MASSACHUSETTS, INC.
                                PJC OF RHODE ISLAND, INC.
                                PJC OF WEST WARWICK, INC.
                                PJC REALTY MA, INC.
                                PJC SPECIAL REALTY HOLDINGS, INC.
                                THE JEAN COUTU GROUP (PJC) USA, INC.


                                By: /s/ Michel Coutu
                                    -------------------------------------------
                                    Michel Coutu, as President of each

                                     - 156 -
<Page>

                                PJC ARLINGTON REALTY LLC
                                PJC DORCHESTER REALTY LLC
                                PJC ESSEX REALTY LLC PJC
                                HAVERHILL REALTY LLC PJC
                                HYDE PARK REALTY LLC PJC
                                MANCHESTER REALTY LLC PJC
                                MANSFIELD REALTY LLC PJC
                                NEW LONDON REALTY LLC PJC
                                NORWICH REALTY LLC PJC
                                PETERBOROUGH REALTY LLC PJC
                                PROVIDENCE REALTY LLC PJC
                                REVERE REALTY LLC

                                By: PJC SPECIAL REALTY HOLDINGS, INC., a
                                Delaware corporation, as Sole Member of each


                                    By: /s/ Michel Coutu
                                        ---------------------------------------
                                        Michel Coutu, as President


                                MAXI DRUG SOUTH, L.P.

                                By: MAXI DRUG, INC., a Delaware corporation, its
                                General Partner


                                    By: /s/ Michel Coutu
                                        ---------------------------------------
                                        Michel Coutu, as President


                                PJC REALTY N.E. LLC
                                JEAN COUTU GROUP HOLDINGS (USA), LLC

                                By: THE JEAN COUTU GROUP (PJC) USA, INC., a
                                Delaware corporation, its Sole Member


                                    By: /s/ Michel Coutu
                                        ---------------------------------------
                                        Michel Coutu, as President

                                     - 157 -
<Page>

                                3090671 NOVA SCOTIA COMPANY
                                3090672 NOVA SCOTIA COMPANY
                                CENTRE D'INFORMATION RX LTEE./
                                  RX INFORMATION CENTRE LTD.
                                PATERSON'S PHARMACIES LIMITED
                                SERVICES SECURIVOL INC.


                                By: /s/ Andre Belzile
                                    -------------------------------------------
                                    Andre Belzile, as Authorized Signatory


                                WELLS FARGO BANK, N.A, as Trustee

                                By: /s/ Timothy P. Mowdy
                                    -------------------------------------------
                                       Authorized Signatory

                                     - 158 -
<Page>

                                                                       EXHIBIT A

                            REGULATION S CERTIFICATE

                (For transfers pursuant to Section 307(a)(i) and
                       Section 307(a)(v) of the Indenture)


Wells Fargo Bank, N.A.
Sixth Street & Marquette Avenue; N9303-120
Minneapolis, MN  55479
Attention: Corporate Trust Services

          Re:  8 1/2% Senior Subordinated Notes due 2014 of The Jean Coutu Group
               (PJC) Inc. (the "Securities")
               -----------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada and The Jean Coutu Group (PJC)
USA, Inc., a Delaware corporation, as guarantors (each a "Guarantor," and
collectively, the "Guarantors"), and Wells Fargo Bank, N.A., as Trustee. Terms
used herein and defined in the Indenture or in Regulation S or Rule 144 under
the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
defined.

<Page>

     This certificate relates to US$____________ principal amount of Securities,
which are evidenced by the following certificate(s) (the "Specified
Securities"):

          CUSIP No(s). ___________________________

          CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

     The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Regulation S
Global Security. In connection with such transfer, the Owner hereby certifies
that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

               (1)  RULE 904 TRANSFERS. If the transfer is being effected in
     accordance with Rule 904:

               (A)  the Owner is not a distributor of the Securities, an
     affiliate of the Company or any such distributor or a person acting on
     behalf of any of the foregoing;

               (B)  the offer of the Specified Securities was not made to a
     person in the United States;

               (C)  either:

               (i) at the time the buy order was originated, the Transferee was
          outside the United States or the Owner and any person acting on its
          behalf reasonably believed that the Transferee was outside the United
          States, or

               (ii) the transaction is being executed in, on or through the
          facilities of the Eurobond market, as regulated by the Association of
          International Bond Dealers, or another designated offshore securities
          market and neither the Owner nor any person acting on its behalf knows
          that the transaction has been prearranged with a buyer in the United
          States;

               (D)  no directed selling efforts have been made in the United
     States by or on behalf of the Owner or any affiliate thereof;

               (E)  if the Owner is a dealer in securities or has received a
     selling concession, fee or other remuneration in respect of the Specified
     Securities, and the transfer is to occur during the Restricted Period, then
     the requirements of Rule 904(c)(1) have been satisfied; and

                                       A-2
<Page>

               (F)  the transaction is not part of a plan or scheme to evade the
     registration requirements of the Securities Act.

               (2)  RULE 144 TRANSFERS. If the transfer is being effected
     pursuant to Rule 144:

               (A)  the transfer is occurring after a holding period of at least
     one year (computed in accordance with paragraph (d) of Rule 144) has
     elapsed since the Specified Securities were last acquired from the Company
     or from an affiliate of the Company, whichever is later, and is being
     effected in accordance with the applicable amount, manner of sale and
     notice requirements of Rule 144; or

               (B)  the transfer is occurring after a holding period of at least
     two years has elapsed since the Specified Securities were last acquired
     from the Company or from an affiliate of the Company, whichever is later,
     and the Owner is not, and during the preceding three months has not been,
     an affiliate of the Company.

                                       A-3
<Page>

               This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)


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

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       A-4
<Page>

                                                                       EXHIBIT B

                        RESTRICTED SECURITIES CERTIFICATE

               (For transfers pursuant to Section 307(a)(iii) and
                     Section 307(a)(viii) of the Indenture)


Wells Fargo Bank, N.A.
Sixth Street & Marquette Avenue; N9303-120
Minneapolis, MN  55479
Attention: Corporate Trust Services

          Re:  8 1/2% Senior Subordinated Notes due 2014 of The Jean Coutu Group
               (PJC) Inc. (the "Securities")
               -----------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada and The Jean Coutu Group (PJC)
USA, Inc., a Delaware corporation, as guarantors (each a "Guarantor," and
collectively, the "Guarantors"), and Wells Fargo Bank, N.A., as Trustee. Terms
used herein and defined in the Indenture or in Rule 144A or Rule 144 under the
U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
defined.

     This certificate relates to US$_____________ principal amount of
Securities, which are

<Page>

evidenced by the following certificate(s) (the "Specified Securities"):

                 CUSIP No(s). ___________________________
                 ISIN No(s). If any. ____________________
                 CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

     The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

               (1)  RULE 144A TRANSFERS. If the transfer is being effected in
     accordance with Rule 144A:

               (A)  the Specified Securities are being transferred to a person
     that the Owner and any person acting on its behalf reasonably believe is a
     "qualified institutional buyer" within the meaning of Rule 144A, acquiring
     for its own account or for the account of a qualified institutional buyer;
     and

               (B)  the Owner and any person acting on its behalf have taken
     reasonable steps to ensure that the Transferee is aware that the Owner may
     be relying on Rule 144A in connection with the transfer; and

               (2)  RULE 144 TRANSFERS. If the transfer is being effected
     pursuant to Rule 144:

               (A)  the transfer is occurring after a holding period of at least
     one year (computed in accordance with paragraph (d) of Rule 144) has
     elapsed since the Specified Securities were last acquired from the Company
     or from an affiliate of the Company, whichever is later, and is being
     effected in accordance with the applicable amount, manner of sale and
     notice requirements of Rule 144; or

               (B)  the transfer is occurring after a holding period of at least
     two years has elapsed since the Specified Securities were last acquired
     from the Company or from an affiliate of the Company, whichever is later,
     and the Owner is not, and during the preceding three months has not been,
     an affiliate of the Company.

                                       B-2
<Page>

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)

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

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       B-3
<Page>

                                                                       EXHIBIT C

                  INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATE

                (For transfers pursuant to Section 307(a)(ii) and
                      Section 307(a)(iv) of the Indenture)


Wells Fargo Bank, N.A.
Sixth Street & Marquette Avenue; N9303-120
Minneapolis, MN  55479
Attention: Corporate Trust Services

          Re:   8 1/2 Senior Subordinated Notes due 2014 of The Jean Coutu Group
                (PJC) Inc. (the "Securities")
                ----------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada and The Jean Coutu Group (PJC)
USA, Inc., a Delaware corporation, as guarantors (each a "Guarantor," and
collectively, the "Guarantors"), and Wells Fargo Bank, N.A., as Trustee. Terms
used herein and defined in the Indenture are used herein as so defined.

          We are delivering this letter in connection with the proposed transfer
of $_____________ principal amount of Securities.

<Page>

     We, the undersigned, hereby confirm that:

     (i)    we are an "accredited investor" within the meaning of Rule
501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
"Securities Act"), or an entity in which all of the equity owners are accredited
investors within the meaning of Rule 501(a)(1), (2) or (3) under the Securities
Act (an "Institutional Accredited Investor");

     (ii)   the purchase of the Securities by us is for our own account or for
the account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an "accredited
investor" within the meaning of Rule 501(a)(7) under the Securities Act and for
each of which we exercise sole investment discretion or (B) we are a "bank,"
within the meaning of Section 3(a)(2) of the Securities Act, or a "savings and
loan association" or other institution described in Section 3(a)(5)(A) of the
Securities Act that is acquiring the Securities as fiduciary for the account of
one or more institutions for which we exercise sole investment discretion;

     (iii)  we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of purchasing the
Securities; and

     (iv)   we are not acquiring the Securities with a view to distribution
thereof or with any present intention of offering or selling the Securities,
except as permitted below; provided that the disposition of our property and
property of any accounts for which we are acting as fiduciary shall remain at
all times within our control.

     We understand that the Securities were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the Securities have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any Securities, that if in the
future we decide to resell or otherwise transfer such Securities prior to the
date (the "Resale Restriction Termination Date") which is two years after the
later of the original issuance of the Securities and the last date on which the
Company or an affiliate of the Company was the owner of the Security, such
Securities may be resold or otherwise transferred only (i) to the Company or any
subsidiary thereof, or (ii) for as long as the Securities are eligible for
resale pursuant to Rule 144A, to a person it reasonably believes is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on
Rule 144A, or (iii) to an Institutional Accredited Investor that is acquiring
the Security for its own account, or for the account of such Institutional
Accredited Investor for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act,
or (iv) outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act, or (v) pursuant to another available exemption from
registration under the Securities Act (if applicable), or (vi) pursuant to a
registration statement which has been declared effective under the Securities
Act and, in each case, in accordance with any applicable securities laws of any
State of the United States or any other applicable jurisdiction and in
accordance with the legends set forth on the Securities. We further agree to
provide any person purchasing any of the Securities other than pursuant to
clause (vi) above from us a notice advising such purchaser that resales of such
securities are restricted as stated herein. We understand that the trustee or
the transfer agent, as the case may be, for the Securities will not be required
to accept for registration of transfer any Securities pursuant to (iii), (iv) or
(v) above except upon presentation of evidence satisfactory to the Company that
the foregoing restrictions on transfer have been complied with. We further
understand that any Securities are represented by a Global Security and are held
through the

                                       C-2
<Page>

Depositary or an Agent Member in the name of the undersigned, as or on behalf of
the owner and that such Global Security will bear a legend reflecting the
substance of this paragraph other than certificates representing Securities
transferred pursuant to clause (vi) above.

                                       C-3
<Page>

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.


Dated:
                     (Print the name of the Institutional Accredited Investor)

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

                                       C-4
<Page>

                                                                       EXHIBIT D

                       UNRESTRICTED SECURITIES CERTIFICATE

               (For removal of Securities Act Legends pursuant to
                        Section 307(b) of the Indenture)

Wells Fargo Bank, N.A.
Sixth Street & Marquette Avenue; N9303-120
Minneapolis, MN  55479
Attention: Corporate Trust Services

          Re:  8 1/2% Senior Subordinated Notes due 2014 of The Jean Coutu Group
               (PJC) INC. (the "Securities")
               -----------------------------------------------------------------

          Reference is made to the Indenture, dated as of July 30, 2004 (the
"Indenture"), among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), 3090671 Nova Scotia Company, a company
organized under the laws of Nova Scotia, 3090672 Nova Scotia Company, a company
organized under the laws of Nova Scotia, Brooks Pharmacy, Inc., a Delaware
corporation, JCG Holdings (USA), Inc., a Delaware corporation, Jean Coutu
Acquisition One, Inc., a Delaware corporation, Jean Coutu Acquisition Three,
Inc., a Delaware corporation, Jean Coutu Acquisition Two, Inc., a Delaware
corporation, Jean Coutu Group Holdings (USA), LLC, a Delaware limited liability
company, Maxi Drug North, Inc., a Delaware corporation, Maxi Drug South, L.P., a
Delaware limited partnership, Maxi Drug, Inc., a Delaware corporation, Maxi
Green Inc., a Vermont corporation, MC Woonsocket, Inc., a Rhode Island
corporation, P.J.C. Distribution, Inc., a Delaware corporation, P.J.C. of
Vermont Inc., a Vermont corporation, P.J.C. Realty Co., Inc., a Delaware
corporation, Paterson's Pharmacies Ltd., a limited company organized under the
laws of Ontario, PJC Arlington Realty LLC, a Delaware limited liability company,
PJC Dorchester Realty LLC, a Delaware limited liability company, PJC Essex
Realty LLC, a Delaware limited liability company, PJC Haverhill Realty LLC, a
Delaware limited liability company, PJC Hyde Park Realty LLC, a Delaware limited
liability company, PJC Lease Holdings, Inc., a Delaware corporation, PJC
Manchester Realty LLC, a Delaware limited liability company, PJC Mansfield
Realty LLC, a Delaware limited liability company, PJC New London Realty LLC, a
Delaware limited liability company, PJC Norwich Realty LLC, a Delaware limited
liability company, PJC of Cranston, Inc., a Rhode Island corporation, PJC of
East Providence, Inc., a Rhode Island corporation, PJC of Massachusetts, Inc., a
Massachusetts corporation, PJC of Rhode Island, Inc., a Rhode Island
corporation, PJC of West Warwick, Inc., a Rhode Island corporation, PJC
Peterborough Realty LLC, a Delaware limited liability company, PJC Providence
Realty LLC, a Delaware limited liability company, PJC Realty MA, Inc., a
Massachusetts corporation, PJC Realty N.E. LLC, a Delaware corporation, PJC
Revere Realty LLC, a Delaware limited liability company, PJC Special Realty
Holdings, Inc., a Delaware corporation, RX Information Centre Ltd., a limited
company organized under the laws of Canada, Services Securivol Inc., a
corporation organized under the laws of Canada and The Jean Coutu Group (PJC)
USA, Inc., a Delaware corporation, as guarantors (each a "Guarantor," and
collectively, the "Guarantors"), and Wells Fargo Bank, N.A., as Trustee. Terms
used herein and defined in the Indenture or in Rule 144A or Rule 144 under the
U.S. Securities Act of 1933 (the "Securities Act") are used herein as so
defined.

     This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

<Page>

            CUSIP No(s). ___________________________

            CERTIFICATE No(s). _____________________

     The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

     The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Private Placement Legend pursuant to Section 307(b) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.

                                       D-2
<Page>

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:

                     (Print the name of the Undersigned, as such term is
                     defined in the second paragraph of this certificate.)


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

                     (If the Undersigned is a corporation, partnership or
                     fiduciary, the title of the person signing on behalf of the
                     Undersigned must be stated.)

                                       D-3
<Page>

                                                                       EXHIBIT E

                             SUPPLEMENTAL INDENTURE

     Supplemental Indenture (this "SUPPLEMENTAL INDENTURE"), dated as of [ ] __,
2004, by and among The Jean Coutu Group (PJC) Inc., a corporation organized
under the laws of Quebec (the "Company"), the Company's subsidiaries listed on
Schedule A hereto (collectively, the "NEW GUARANTORS"), the Company's
subsidiaries listed on Schedule B hereto (collectively the "EXISTING
GUARANTORS") and Wells Fargo Bank, N.A., a national banking association, as
trustee under the Indenture referred to below (the "TRUSTEE").

                               W I T N E S S E T H

     WHEREAS, the Company, the Existing Guarantors and the Trustee are parties
to an indenture (the "INDENTURE"), dated as of July 30, 2004 providing for the
issuance of 8 1/2% Senior Subordinated Securities due 2014 (the "SECURITIES");

     WHEREAS, the Indenture provides that, without the consent of any Holders,
the Company and the Exiting Guarantors, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into indentures
supplemental thereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for the purpose of
adding a Guarantor;

     WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to
the Indenture;

     WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors,
the New Guarantors and the Trustee have agreed to enter into this Supplemental
Indenture for the purposes stated herein; and

     WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Company, the Existing Guarantors,
and each New Guarantor, the legal, valid and binding agreement of the Company,
the Existing Guarantors, and each New Guarantor, in accordance with its terms.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each New Guarantor, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

     1.   CAPITALIZED TERMS.  Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   GUARANTEE. Each New Guarantor hereby agrees to guarantee the Indenture
and the Securities related thereto pursuant to the terms and conditions of
Article Fourteen of the Indenture, such Article Fourteen being incorporated by
reference herein as if set forth at length herein (each such guarantee, a
"GUARANTEE") and such New Guarantor agrees to be bound as a Guarantor under the
Indenture as if it had been an initial signatory thereto.

<Page>

     3.   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR
STOCKHOLDERS. No director, officer, employee, member or stockholder of any New
Guarantor, as such, will have any liability for any obligations of the Company,
the New Guarantors or the Existing Guarantors under the Securities, the
Indenture, the Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Securities by
accepting a Security waives and releases the Company and each New Guarantor from
all such liability. The waiver and release are part of the consideration for
issuance of the Securities.

     4.   GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

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

     6.   EFFECT OF HEADINGS. The section headings herein are for convenience
only and shall not affect the construction hereof.

     7.   THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company, the New Guarantors and the Existing
Guarantors.

                                       E-2
<Page>

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

     Dated:                      , 2004
            -------------------

                                         THE JEAN COUTU GROUP (PJC) INC.


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


                                         EACH GUARANTOR LISTED ON
                                         SCHEDULE A HERETO


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


                                         EACH GUARANTOR LISTED ON
                                         SCHEDULE B HERETO

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


                                         WELLS FARGO BANK, N.A., as Trustee

                                         By:
                                             -----------------------------
                                                  Authorized Signator


                                       E-3