PARENT GUARANTY 

                        ThisSupplemental Indenture, dated as of February 20, 2004 (this “SupplementalIndenture” or “Parent Guaranty”), among Buffets Holdings, Inc., a Delawarecorporation (the “Parent Guarantor”), Buffets, Inc., a Minnesota corporation(the “Company”), and U.S. Bank National Association, as Trustee under theIndenture referred to below. 

WITNESSETH: 

                        WHEREAS,the Company has heretofore executed and delivered to the Senior Subordinated Note Trusteean indenture (the “Senior Subordinated Note Indenture”), dated as of June 28,2002, providing for the issuance of an aggregate principal amount of $230,000,000 of 111⁄4% Senior Subordinated Notes due 2010 (the “Securities”); 

                        WHEREAS,Section 4.11 of the Indenture provides that the Company is required to cause Parentto execute and deliver to the Trustee a Guaranty Agreement pursuant to which it willguarantee payment of the securities on the same terms and conditions as those set forth inthe Indenture in the event that Parent Guarantees certain Indebtedness of the Company 

                        WHEREAS,the Company has entered into, and the Parent Guarantor has Guaranteed Indebtedness to beIncurred by the Company under, the Amendment Agreement, dated as of February 20, 2004, tothe Credit Agreement dated as of July 28, 2002 among the Company, the Parent Guarantor,the Subsidiaries identified on Annex I thereto, the lenders party thereto and CreditSuisse First Boston, acting through its Cayman Islands branch, as administrative agent; 

                        WHEREAS,pursuant to Section 9.01 of the Indenture, the Trustee and the Company are authorized toexecute and deliver this Supplemental Indenture to amend the Indenture, without theconsent of any Securityholder (as defined therein); and 

                        NOW,THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, the Parent Guarantor, theCompany and the Trustee mutually covenant and agree for the equal and ratable benefit ofthe holders of the Securities as follows: 

ARTICLE I 

Definitions 

                        Section 1.1      Defined Terms.  As used in this Parent Guaranty, terms defined in the Indenture or inthe preamble or recital hereto areused herein as therein defined, except that the term “Holders” in this ParentGuaranty shall refer to the term “Holders” as defined in the Indenture and theTrustee acting on behalf or for the benefit of such holders. The words “herein,”“hereof” and “hereby” and other words of similar import used in thisSupplemental Indenture refer to this Supplemental Indenture as a whole and not to anyparticular section hereof. 

ARTICLE II 

Parent Guaranty 

                        Section 2.1      Guaranties.  The Parent Guarantor hereby unconditionally and irrevocably guarantees,jointly and severally, to each Holderand to the Trustee and its successors and assigns (a) the full and punctual paymentof principal of and interest on the Securities when due, whether at maturity, byacceleration, by redemption or otherwise, and all other monetary obligations of theCompany under the Indenture and the Securities and (b) the full and punctualperformance within applicable grace periods of all other obligations of the Company underthe Indenture and the Securities (all the foregoing being hereinafter collectively calledthe “Guaranteed Obligations”). The Parent Guarantor further agrees that theGuaranteed Obligations may be extended or renewed, in whole or in part, without notice orfurther assent from the Parent Guarantor and that the Parent Guarantor will remain boundunder this Article II notwithstanding any extension or renewal of any GuaranteedObligation. 

                        TheParent Guarantor waives presentation to, demand of, payment from and protest to theCompany of any of the Guaranteed Obligations and also waives notice of protest fornonpayment. The Parent Guarantor waives notice of any default under the Securities or theGuaranteed Obligations. The obligations of the Parent Guarantor hereunder shall not beaffected by (a) the failure of any Holder or the Trustee to assert any claim ordemand or to enforce any right or remedy against the Company or any other Person under theIndenture, the Securities or any other agreement or otherwise; (b) any extension orrenewal of any thereof; (c) any rescission, waiver, amendment or modification of anyof the terms or provisions of the Indenture, the Securities or any other agreement;(d) the release of any security held by any Holder or the Trustee for the GuaranteedObligations or any of them; (e) the failure of any Holder or the Trustee to exerciseany right or remedy against any other guarantor of the Guaranteed Obligations; or(f) except as set forth in Section 2.06, any change in the ownership of the ParentGuarantor. 

                        TheParent Guarantor further agrees that its Parent Guaranty herein constitutes a guarantee ofpayment, performance and compliance when due (and not a guarantee of collection) andwaives any right to require that any resort be had by any Holder or the Trustee to anysecurity held for payment of the Guaranteed Obligations. 

                        ThisParent Guaranty is, to the extent and in the manner set forth in Article III,subordinated and subject in right of payment to the prior payment in full of the principalof and premium, if any, and interest on all Senior Indebtedness of the Parent Guarantorand is made subject to such provisions of the Indenture. 

                        Exceptas expressly set forth in Section 8.01(b) of the Indenture and Section 2.02 and 2.06herein, the obligations of the Parent Guarantor hereunder shall not be subject to anyreduction, limitation, impairment or termination for any reason, including any claim ofwaiver, release, surrender, alteration or compromise, and shall not be subject to anydefense of setoff, counterclaim, recoupment or termination whatsoever or by reason of theinvalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise.Without limiting the generality of the foregoing, the obligations of the Parent Guarantorherein shall not be discharged or impaired or otherwise affected by the failure of anyHolder or the Trustee to assert any claim or demand or to enforce any remedy under theIndenture, the Securities or any other agreement, by any waiver or modification of anythereof, by any default, failure or delay, willful or otherwise, in the performance of theobligations, or by any other act or thing or omission or delay to do any other act orthing which may or might in any manner or to any extent vary the risk of the ParentGuarantor or would otherwise operate as a discharge of the Parent Guarantor as a matter oflaw or equity. 

                        TheParent Guarantor further agrees that its Guarantee herein shall continue to be effectiveor be reinstated, as the case may be, if at any time payment, or any part thereof, ofprincipal of or interest on any Obligation is rescinded or must otherwise be restored byany Holder or the Trustee upon the bankruptcy or reorganization of the Company orotherwise. 

                        Infurtherance of the foregoing and not in limitation of any other right which any Holder orthe Trustee has at law or in equity against the Parent Guarantor by virtue hereof, uponthe failure of the Company to pay the principal of or interest on any GuaranteedObligation when and as the same shall become due, whether at maturity, by acceleration, byredemption or otherwise, or to perform or comply with any other Guaranteed Obligation, theParent Guarantor hereby promises to and shall, upon receipt of written demand by theTrustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee anamount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations,(2) accrued and unpaid interest on such Guaranteed Obligations (but only to theextent not prohibited by law) and (3) all other monetary Guaranteed Obligations of theCompany to the Holders and the Trustee. 

                        TheParent Guarantor agrees that it shall not be entitled to any right of subrogation inrespect of any Guaranteed Obligations until payment in full of all Guaranteed Obligationsand all obligations to which the Guaranteed Obligations are subordinated as provided inArticle III. The Parent Guarantor further agrees that, as between it, on the onehand, and the Holders and the Trustee, on the other hand, (x) the maturity of theGuaranteed Obligations may be accelerated as provided in Article 6 of the Indenture forthe purposes of this Parent Guaranty, notwithstanding any stay, injunction or otherprohibition preventing such acceleration in respect of the Guaranteed Obligationsguaranteed hereby, and (y) in the event of any declaration of acceleration of suchGuaranteed Obligations as provided in Article 6 of the Indenture, such GuaranteedObligations (whether or not due and payable) shall forthwith become due and payable by theParent Guarantor for the purposes of this Section. 

                        TheParent Guarantor also agrees to pay any and all reasonable costs and expenses (includingreasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing anyrights under this Section. 

                        Section 2.2      Limitation on Liability.  Any term or provision of the Indenture to the contrarynotwithstanding, the maximumaggregate amount of the Guaranteed Obligations guaranteed hereunder by the ParentGuarantor shall not exceed the maximum amount that can be hereby guaranteed withoutrendering the Indenture, as it relates to the Parent Guarantor, voidable under applicablelaw relating to fraudulent conveyance or fraudulent transfer or similar laws affecting therights of creditors generally. 

                        Section 2.3      Successors and Assigns.  This Article II shall be binding upon the Parent Guarantorand its successors and assigns andshall enure to the benefit of the successors and assigns of the Trustee and the Holdersand, in the event of any transfer or assignment of rights by any Holder or the Trustee,the rights and privileges conferred upon that party in the Indenture and in the Securitiesshall automatically extend to and be vested in such transferee or assignee, all subject tothe terms and conditions of the Indenture. 

                        Section 2.4      No Waiver.  Neither a failure nor a delay on the part of either the Trustee or theHolders in exercising any right,power or privilege under this Article II shall operate as a waiver thereof, nor shall asingle or partial exercise thereof preclude any other or further exercise of any right,power or privilege. The rights, remedies and benefits of the Trustee and the Holdersherein expressly specified are cumulative and not exclusive of any other rights, remediesor benefits which either may have under this Article II at law, in equity, by statute orotherwise. 

                        Section 2.5      Modification.  No modification, amendment or waiver of any provision of thisArticle II, nor the consent toany departure by the Parent Guarantor therefrom, shall in any event be effective unlessthe same shall be in writing and signed by the Trustee, and then such waiver or consentshall be effective only in the specific instance and for the purpose for which given. Nonotice to or demand on the Parent Guarantor in any case shall entitle the Parent Guarantorto any other or further notice or demand in the same, similar or other circumstances. 

                        Section 2.6      Release of Parent Guarantor.  Upon (i) the sale or other disposition (including by wayof consolidation or merger) of theParent Guarantor, (ii) upon the sale or other disposition of all or substantially all theassets of the Parent Guarantor (in the case of clauses (i) and (ii), other than a sale ordisposition to the Company or an Affiliate of the Company), (iii) the designation of theParent Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Indenture; orat such time as the Parent Guarantor (A) no longer Guarantees any other Indebtedness ofthe Company or another Parent Guarantor and (B) has no outstanding Indebtedness forborrowed money, the Parent Guarantor shall be deemed released from all obligations underthis Article II without any further action required on the part of the Trustee or anyHolder. At the request of the Company, the Trustee shall execute and deliver anappropriate instrument evidencing such release. 

                        Section 2.7      Contribution from Subsidiary Guarantors.  If the Parent Guarantor makes a paymentunder its Parent Guaranty, it shallbe entitled to a contribution from each Subsidiary Guarantor in an amount equal to suchSubsidiary Guarantor’s pro rata portion of such payment based on the respective netassets of the Parent Guarantor and of all the Subsidiary Guarantors at the time of suchpayment determined in accordance with GAAP. 

ARTICLE III 

Subordination 

                        Section 3.1      Agreement To Subordinate.  The Parent Guarantor agrees, and each Securityholder byaccepting a Security agrees, that theIndebtedness evidenced by this Parent Guaranty is subordinated in right of payment, to theextent and in the manner provided in this Article III, to the prior payment of all SeniorIndebtedness of the Parent Guarantor and that the subordination is for the benefit of andenforceable by the holders of such Senior Indebtedness. The Guaranteed Obligations of theParent Guarantor shall in all respects rank paripassu with all other SeniorSubordinated Indebtedness of the Parent Guarantor and only Senior Indebtedness of theParent Guarantor (including the Parent Guarantor’s Guaranty of Senior Indebtedness ofthe Company) shall rank senior to the Guaranteed Obligations of the Parent Guarantor inaccordance with the provisions set forth herein. 

                        Section 3.2      Liquidation, Dissolution, Bankruptcy.  Upon any payment or distribution of the assetsof the Parent Guarantor to creditorsupon a total or partial liquidation or a total or partial dissolution of the ParentGuarantor or in a bankruptcy, reorganization, insolvency, receivership or similarproceeding relating to the Parent Guarantor or its property: 

                        (1)   holders of Senior Indebtedness of the Parent Guarantor shall be entitled toreceive payment in full in cash ofsuch Senior Indebtedness before Securityholders shall be entitled to receive any paymentpursuant to this Parent Guaranty; and 

                        (2)   until the Senior Indebtedness of the Parent Guarantor is paid in full in cash,any payment or distribution to whichSecurityholders would be entitled but for this Article III shall be made to holders ofsuch Senior Indebtedness as their interests may appear, except that Securityholders mayreceive shares of Capital Stock and any debt securities of the Parent Guarantor that aresubordinated to such Senior Indebtedness to at least the same extent as Parent Guaranty. 

                        Section 3.3      Default on Senior Indebtedness of Parent Guarantor.  No Parent Guarantor shall makeany payments on its Parent Guarantyor purchase, redeem or otherwise retire or defease any Securities or other GuaranteedObligations (collectively, “pay its Parent Guaranty”) if either of the following(a “Payment Default”) occurs (1) any Designated Senior Indebtedness of theParent Guarantor is not paid in full in cash when due; or (2) any other default onDesignated Senior Indebtedness of the Parent Guarantor occurs and the maturity of suchDesignated Senior Indebtedness is accelerated in accordance with its terms; unless, ineither case, the Payment Default has been cured or waived and any such acceleration hasbeen rescinded or such Designated Senior Indebtedness has been paid in full in cash;provided, however, that the Parent Guarantor shall be entitled to pay itsParent Guaranty without regard to the foregoing if the Parent Guarantor and the Trusteereceive written notice approving such payment from the Representatives of all DesignatedSenior Indebtedness of the Parent Guarantor with respect to which the Payment Default hasoccurred and is continuing. 

                        Duringthe continuance of any default (other than a Payment Default) with respect to anyDesignated Senior Indebtedness of the Parent Guarantor pursuant to which the maturitythereof may be accelerated immediately without further notice (except such notice as maybe required to effect such acceleration) or the expiration of any applicable graceperiods, the Parent Guarantor shall not pay its Parent Guaranty for a period (a“Guaranty Payment Blockage Period”) commencing upon the receipt by the Trusteeof (with a copy to the Parent Guarantor) written notice (a “Guaranty BlockageNotice”) of such default from the Representative of such Designated SeniorIndebtedness specifying an election to effect a Guaranty Payment Blockage Period andending 179 days thereafter. The Guaranty Payment Blockage Period shall end earlier ifsuch Guaranty Payment Blockage Period is terminated (1) by written notice to theTrustee and the Parent Guarantor from the Person or Persons who gave such GuarantyBlockage Notice; (2) because the default giving rise to such Guaranty Blockage Noticeis cured, waived or otherwise no longer continuing; or (3) because such Designated SeniorIndebtedness has been discharged or repaid in full in cash. 

                        Notwithstandingthe provisions described in the immediately preceding two sentences (but subject to theprovisions contained in the first sentence of this Section), unless the holders of suchDesignated Senior Indebtedness giving such Guaranty Blockage Notice or the Representativeof such Designated Senior Indebtedness shall have accelerated the maturity of suchDesignated Senior Indebtedness, the Parent Guarantor shall be entitled to resume paymentspursuant to its Parent Guaranty after termination of such Guaranty Payment BlockagePeriod. The Parent Guarantor shall not be subject to more than one Guaranty BlockagePeriod in any consecutive 360-day period, irrespective of the number of defaults withrespect to Designated Senior Indebtedness of the Parent Guarantor during such period ;provided, however, that if any Guaranty Blockage Notice within such 360-dayperiod is delivered to the Trustee by or on behalf of any holders of Designated SeniorIndebtedness of the Parent Guarantor (other than the Bank Indebtedness), theRepresentative of holders of the Bank Indebtedness shall be entitled to give anotherGuaranty Blockage Notice within such period; provided further, however, thatin no event shall the total number of days during which any Guaranty Payment BlockagePeriod or Periods is in effect exceed 179 days in the aggregate during any360-consecutive-day period and there must be 181 days during any 360-day consecutiveperiod during which no Guaranty Payment Blockage Period is in effect. For purposes of thisSection, no default or event of default which existed or was continuing on the date of thecommencement of any Guaranty Payment Blockage Period with respect to the Designated SeniorIndebtedness of the Parent Guarantor initiating such Guaranty Payment Blockage Periodshall be, or be made, the basis of the commencement of a subsequent Guaranty PaymentBlockage Period by the Representative of such Designated Senior Indebtedness, whether ornot within a period of 360 days, unless such default or event of default shall have beencured or waived for a period of not less than 90 consecutive days. 

                        Section 3.4      Demand for Payment.  If a demand for payment is made on the Parent Guarantor pursuantto Article II, the Trustee shallpromptly notify the holders of the Designated Senior Indebtedness of the Parent Guarantor(or their Representatives) of such demand. If any Designated Senior Indebtedness of theParent Guarantor is outstanding, the Parent Guarantor shall not make payments on theParent Guaranty until five Business Days after the Representatives of all the issues ofsuch Designated Senior Indebtedness receive notice of such demand and, thereafter, theParent Guarantor may make payments on the Parent Guaranty only if the Indenture otherwisepermits such payment at that time. 

                        Section 3.5      When Distribution Must Be Paid Over.  If a distribution is made to Securityholdersthat because of this Article IIIshould not have been made to them, the Securityholders who receive the distribution shallhold it in trust for holders of Senior Indebtedness of the Parent Guarantor and pay itover to them or their Representatives as their interests may appear. 

                        Section 3.6      Subrogation.  After all Senior Indebtedness of the Parent Guarantor is paid in fulland until the Securities are paid infull, Securityholders shall be subrogated to the rights of holders of such SeniorIndebtedness to receive distributions applicable to Senior Indebtedness of the ParentGuarantor. A distribution made under this Article III to holders of such SeniorIndebtedness which otherwise would have been made to Securityholders is not, as betweenthe Parent Guarantor and Securityholders, a payment by the Parent Guarantor on such SeniorIndebtedness. 

                        Section 3.7      Relative Rights.  This Article III defines the relative rights of Securityholders andholders of Senior Indebtedness of the Parent Guarantor.  Nothing in the Indenture shall:

                        (1)   impair, as between the Parent Guarantor and Securityholders, the obligation ofthe Parent Guarantor, which isabsolute and unconditional, to pay its Parent Guaranty to the extent set forth inArticle II; or 

                        (2)   prevent the Trustee or any Securityholder from exercising its available remediesupon a default by the ParentGuarantor under its Parent Guaranty, subject to the rights of holders of SeniorIndebtedness of the Parent Guarantor to receive distributions otherwise payable toSecurityholders. 

                        Section 3.8      Subordination May Not Be Impaired by the Parent Guarantor.  No right of any holder ofSenior Indebtedness of the ParentGuarantor to enforce the subordination of this Parent Guaranty shall be impaired by anyact or failure to act by the Parent Guarantor or by its failure to comply with theIndenture. 

                        Section 3.9      Rights of Trustee and Paying Agent.  Notwithstanding Section 3.03, the Trustee orPaying Agent shall continue to makepayments on the Parent Guaranty and shall not be charged with knowledge of the existenceof facts that would prohibit the making of any such payments unless, not less than twoBusiness Days prior to the date of such payment, a Trust Officer of the Trustee receiveswritten notice satisfactory to it that such payments are prohibited by this Article III.The Company, the Parent Guarantor, a Subsidiary Guarantor, the Registrar or co-registrar,the Paying Agent, a Representative or a holder of Senior Indebtedness of the ParentGuarantor shall be entitled to give the notice; provided, however, that, ifan issue of Senior Indebtedness of the Parent Guarantor has a Representative, only theRepresentative shall be entitled to give the notice. 

                        TheTrustee in its individual or any other capacity shall be entitled to hold SeniorIndebtedness of the Parent Guarantor with the same rights it would have if it were not theTrustee. The Registrar and co-registrar and the Paying Agent may do the same with likerights. The Trustee shall be entitled to all the rights set forth in this Article III withrespect to any Senior Indebtedness of the Parent Guarantor which may at any time be heldby it, to the same extent as any other holder of such Senior Indebtedness; and nothing inArticle 7 of the Indenture shall deprive the Trustee of any of its rights as such holder.Nothing in this Article III shall apply to claims of, or payments to, the Trustee under orpursuant to Section 7.07 of the Indenture. 

                        Section 3.10      Distribution or Notice to Representative.  Whenever any Person is to make adistribution or give a notice toholders of Senior Indebtedness of the Parent Guarantor, such Person shall be entitled tomake such distribution or give such notice to their Representative (if any). 

                        Section 3.11      Article III Not To Prevent Events of Default or Limit Right To Demand Payment.  Thefailure to make a payment pursuant tothe Parent Guaranty by reason of any provision in this Article III shall not be construedas preventing the occurrence of a Default. Nothing in this Article III shall have anyeffect on the right of the Securityholders or the Trustee to make a demand for payment onthe Parent Guarantor pursuant to its Parent Guaranty. 

                        Section 3.12      Trustee Entitled To Rely.  Upon any payment or distribution pursuant to this ArticleIII, the Trustee and theSecurityholders shall be entitled to rely (1) upon any order or decree of a court ofcompetent jurisdiction in which any proceedings of the nature referred to in Section 3.02are pending, (2) upon a certificate of the liquidating trustee or agent or otherPerson making such payment or distribution to the Trustee or to the Securityholders or(3) upon the Representatives for the holders of Senior Indebtedness of the ParentGuarantor for the purpose of ascertaining the Persons entitled to participate in suchpayment or distribution, the holders of such Senior Indebtedness and other Indebtedness ofthe Parent Guarantor, the amount thereof or payable thereon, the amount or amounts paid ordistributed thereon and all other facts pertinent thereto or to this Article III. In theevent that the Trustee determines, in good faith, that evidence is required with respectto the right of any Person as a holder of Senior Indebtedness of the Parent Guarantor toparticipate in any payment or distribution pursuant to this Article III, the Trustee shallbe entitled to request such Person to furnish evidence to the reasonable satisfaction ofthe Trustee as to the amount of Senior Indebtedness of the Parent Guarantor held by suchPerson, the extent to which such Person is entitled to participate in such payment ordistribution and other facts pertinent to the rights of such Person under thisArticle III, and, if such evidence is not furnished, the Trustee shall be entitled todefer any payment to such Person pending judicial determination as to the right of suchPerson to receive such payment. The provisions of Sections 7.01 and 7.02 of the Indentureshall be applicable to all actions or omissions of actions by the Trustee pursuant to thisArticle III. 

                        Section 3.13      Trustee To Effectuate Subordination.  Each Securityholder by accepting a Securityauthorizes and directs the Trustee onhis behalf to take such action as may be necessary or appropriate to acknowledge oreffectuate the subordination between the Securityholders and the holders of SeniorIndebtedness of the Parent Guarantor as provided in this Article III and appoints theTrustee as attorney-in-fact for any and all such purposes. 

                        Section 3.14      Trustee Not Fiduciary for Holders of Senior Indebtedness of Parent Guarantor.  TheTrustee shall not be deemed to oweany fiduciary duty to the holders of Senior Indebtedness of the Parent Guarantor and shallnot be liable to any such holders if it shall mistakenly pay over or distribute toSecurityholders or the Company or any other Person, money or assets to which any holdersof such Senior Indebtedness shall be entitled by virtue of this Article III or otherwise. 

                        Section 3.15      Reliance by Holders of Senior Indebtedness of Parent Guarantor on SubordinationProvisions.              Each Securityholder by accepting a Security acknowledges and agrees that the          foregoing subordination provisions are, and are intended to be, an inducement          and a consideration to each holder of any Senior Indebtedness of the Parent          Guarantor, whether such Senior Indebtedness was created or acquired before or          after the issuance of the Securities, to acquire and continue to hold, or to          continue to hold, such Senior Indebtedness and such holder of Senior          Indebtedness shall be deemed conclusively to have relied on such subordination          provisions in acquiring and continuing to hold, or in continuing to hold, such          Senior Indebtedness. 

ARTICLE IV 

Miscellaneous 

                        Section 4.1      Notices.  All notices and other communications pertaining to this Parent Guaranty orany Security shall be in writing andshall be deemed to have been duly given upon the receipt thereof. Such notices shall bedelivered by hand, or mailed, certified or registered mail with postage prepaid(a) if to the Parent Guarantor, to Buffets Holdings, Inc., 1460 Buffet Way, Eagan,Minnesota, 55121, with a copy to the Company as provided in the Indenture for notices tothe Company, and (b) if to the Holders or the Trustee, as provided in the Indenture.The Parent Guarantor by notice to the Trustee may designate additional or differentaddresses for subsequent notices to or communications with the Parent Guarantor. 

                        Section 4.2      Parties.  Nothing expressed or mentioned in this Parent Guaranty is intended or shallbe construed to give any Person, firmor corporation, other than the Holders and the Trustee and the holders of any SeniorIndebtedness of the Parent Guarantor, any legal or equitable right, remedy or claim underor in respect of this Parent Guaranty or any provision herein contained. 

                        Section 4.3      Governing Law.  This Parent Guaranty shall be governed by the laws of the State of NewYork. 

                        Section 4.4      Severability Clause.  In case any provision in this Parent Guaranty shall be invalid,illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not in any way beaffected or impaired thereby and such provision shall be ineffective only to the extent ofsuch invalidity, illegality or unenforceability. 

                        Section 4.5      Waivers and Remedies.  Neither a failure nor a delay on the part of the Holders or theTrustee in exercising any right,power or privilege under this Parent Guaranty shall operate as a waiver thereof, nor shalla single or partial exercise thereof preclude any other or further exercise of any right,power or privilege. The rights, remedies and benefits of the Holders and the Trusteeherein expressly specified are cumulative and not exclusive of any other rights, remediesor benefits which either may have under this Guarantee or at law, in equity, by statute orotherwise. 

                        Section 4.6      Successors and Assigns.  Subject to Section 2.2 hereof, (a) this Parent Guaranty shallbe binding upon and inure to thebenefit of the Parent Guarantor, the Trustee, any other parties hereto, the Holders andtheir respective successors and assigns and (b) in the event of any transfer orassignment of rights by any Holder, the rights and privileges conferred upon that party inthis Parent Guaranty and in the Securities shall automatically extend to and be vested insuch transferee or assignee, all subject to the terms and conditions of this ParentGuaranty and the Indenture. 

                        Section 4.7      Modification, etc.  Subject to the provisions of, and except as otherwise provided in,Article 9 of the Indenture(including without limitation Sections 9.1 and 9.2 thereof), no modification, amendment orwaiver of any provision of this Parent Guaranty, nor the consent to any departure by theParent Guarantor therefrom, shall in any event be effective unless the same shall be inwriting and consented to by the Trustee (with the consent of the Holders of at least amajority of the Securities if required by Section 9.2 of the Indenture) and then suchwaiver or consent shall be effective only in the specific instance and for the purpose forwhich it was given. No notice to or demand on the Parent Guarantor in any case shallentitle the Parent Guarantor or any other guarantor to any other or further notice ordemand in the same, similar or other circumstances. 

                        Section 4.8      Entire Agreement.  This Parent Guaranty is intended by the parties to be a finalexpression of their agreement inrespect of the subject matter contained herein and, together with the Indenture,supersedes all prior agreements and understandings between the parties with respect tosuch subject matter. 

                        Section 4.9      Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except asexpressly amended hereby, theIndenture is in all respects ratified and confirmed and all the terms, conditions andprovisions thereof shall remain in full force and effect. This Supplemental Indentureshall form a part of the Indenture for all purposes, and every holder of Securitiesheretofore or hereafter authenticated and delivered shall be bound hereby. The Trusteemakes no representation or warranty as to the validity or sufficiency of this SupplementalIndenture. 

                        Section 4.10      Counterparts.  The parties hereto may sign one or more copies of this SupplementalIndenture in counterparts, all ofwhich together shall constitute one and the same agreement. 

                        Section 4.11      Headings.  The headings of the Articles and the sections in this Parent Guaranty arefor convenience of reference only andshall not be deemed to alter or affect the meaning or interpretation of any provisionshereof. 

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