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                                                                     EXHIBIT 4.1
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                       PINNACLE FOODS HOLDING CORPORATION

                    8-1/4% Senior Subordinated Notes due 2013

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

                                    INDENTURE

                          Dated as of November 25, 2003

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

                            WILMINGTON TRUST COMPANY,

                                   as Trustee

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                                TABLE OF CONTENTS

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                                    ARTICLE I

                   Definitions and Incorporation by Reference

Section 1.01.  Definitions.........................................    1
Section 1.02.  Other Definitions...................................   26
Section 1.03.  Incorporation by Reference of Trust Indenture Act...   27
Section 1.04.  Rules of Construction...............................   28

                                   ARTICLE II

                                 The Securities

Section 2.01.  Amount of Securities; Issuable in Series............   28
Section 2.02.  Form and Dating.....................................   29
Section 2.03.  Execution and Authentication........................   30
Section 2.04.  Registrar and Paying Agent..........................   30
Section 2.05.  Paying Agent To Hold Money in Trust.................   31
Section 2.06.  Holder Lists........................................   31
Section 2.07.  Transfer and Exchange...............................   31
Section 2.08.  Replacement Securities..............................   32
Section 2.09.  Outstanding Securities..............................   33
Section 2.10.  Temporary Securities................................   33
Section 2.11.  Cancelation.........................................   33
Section 2.12.  Defaulted Interest..................................   34
Section 2.13.  CUSIP and ISIN Numbers..............................   34

                                   ARTICLE III

                                   Redemption

Section 3.01.  Notices to Trustee..................................   34
Section 3.02.  Selection of Securities To Be Redeemed..............   34
Section 3.03.  Notice of Redemption................................   35
Section 3.04.  Effect of Notice of Redemption......................   36
Section 3.05.  Deposit of Redemption Price.........................   36
Section 3.06.  Securities Redeemed in Part.........................   36
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                                               ARTICLE IV

                                               Covenants
Section 4.01.  Payment of Securities....................................................................  36
Section 4.02.  Reports..................................................................................  37
Section 4.03.  Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock.................  37
Section 4.04.  Limitation on Restricted Payments........................................................  41
Section 4.05.  Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..  46
Section 4.06.  Limitation on Asset Sales................................................................  48
Section 4.07.  Limitation on Transactions with Affiliates...............................................  51
Section 4.08.  Change of Control........................................................................  53
Section 4.09.  Compliance Certificate...................................................................  55
Section 4.10.  Further Instruments and Acts.............................................................  56
Section 4.11.  Future Guarantees........................................................................  56
Section 4.12.  Limitation on Business Activities........................................................  56
Section 4.13.  Limitation on Liens......................................................................  56
Section 4.14.  No Senior Subordinated Debt..............................................................  57
Section 4.15.  Designation of Restricted and Unrestricted Subsidiaries..................................  57

                                               ARTICLE V

                                           Successor Company

Section 5.01.  When Company May Merge or Transfer Assets................................................  57

                                               ARTICLE VI

                                         Defaults and Remedies

Section 6.01.  Events of Default........................................................................  59
Section 6.02.  Acceleration.............................................................................  61
Section 6.03.  Other Remedies...........................................................................  61
Section 6.04.  Waiver of Past Defaults..................................................................  61
Section 6.05.  Control by Majority......................................................................  62
Section 6.06.  Limitation on Suits......................................................................  62
Section 6.07.  Rights of Holders to Receive Payment.....................................................  62
Section 6.08.  Collection Suit by Trustee...............................................................  63
Section 6.09.  Trustee May File Proofs of Claim.........................................................  63
Section 6.10.  Priorities...............................................................................  63
Section 6.11.  Undertaking for Costs....................................................................  64
Section 6.12.  Waiver of Stay or Extension Laws.........................................................  64
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                                       ii

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<S>                                                                    <C>
                                   ARTICLE VII

                                     Trustee
Section 7.01.  Duties of Trustee.....................................  64
Section 7.02.  Rights of Trustee.....................................  65
Section 7.03.  Individual Rights of Trustee..........................  66
Section 7.04.  Trustee's Disclaimer..................................  66
Section 7.05.  Notice of Defaults....................................  66
Section 7.06.  Reports by Trustee to Holders.........................  67
Section 7.07.  Compensation and Indemnity............................  67
Section 7.08.  Replacement of Trustee................................  68
Section 7.09.  Successor Trustee by Merger...........................  69
Section 7.10.  Eligibility; Disqualification.........................  69
Section 7.11.  Preferential Collection of Claims Against Company.....  69

                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

Section 8.01.  Discharge of Liability on Securities; Defeasance......  69
Section 8.02.  Conditions to Defeasance..............................  70
Section 8.03.  Application of Trust Money............................  72
Section 8.04.  Repayment to Company..................................  72
Section 8.05.  Indemnity for Government Obligations..................  72
Section 8.06.  Reinstatement.........................................  72

                                   ARTICLE IX

                                   Amendments

Section 9.01.  Without Consent of Holders............................  73
Section 9.02.  With Consent of Holders...............................  74
Section 9.03.  Compliance with Trust Indenture Act...................  75
Section 9.04.  Revocation and Effect of Consents and Waivers.........  75
Section 9.05.  Notation on or Exchange of Securities.................  76
Section 9.06.  Trustee to Sign Amendments............................  76
Section 9.07.  Payment for Consent...................................  76

                                    ARTICLE X

                                  Subordination

Section 10.01. Agreement To Subordinate..............................  76
Section 10.02. Liquidation, Dissolution, Bankruptcy..................  77
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                                       iii

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Section 10.03.  Default on Designated Senior Debt.........................................   77
Section 10.04.  Acceleration of Payment of Securities.....................................   79
Section 10.05.  When Distribution Must Be Paid Over.......................................   79
Section 10.06.  Subrogation...............................................................   79
Section 10.07.  Relative Rights...........................................................   79
Section 10.08.  Subordination May Not Be Impaired by Company..............................   79
Section 10.09.  Rights of Trustee and Paying Agent........................................   79
Section 10.10.  Distribution or Notice to Representative..................................   80
Section 10.11.  Article X Not To Prevent Events of Default or Limit Right To Accelerate...   80
Section 10.12.  Trust Monies Not Subordinated.............................................   80
Section 10.13.  Trustee Entitled To Rely..................................................   80
Section 10.14.  Trustee To Effectuate Subordination.......................................   81
Section 10.15.  Trustee Not Fiduciary for Holders of Senior Debt..........................   81
Section 10.16.  Reliance by Holders of Senior Debt on Subordination Provisions............   81

                                        ARTICLE XI

                                     Note Guarantees

Section 11.01.  Note Guarantees...........................................................   81
Section 11.02.  Limitation on Liability...................................................   84
Section 11.03.  Releases of Note Guarantees...............................................   84
Section 11.04.  Successors and Assigns....................................................   85
Section 11.05.  No Waiver.................................................................   85
Section 11.06.  Modification..............................................................   85
Section 11.07.  Execution of Supplemental Indenture for Future Note Guarantors............   85
Section 11.08.  Non-Impairment............................................................   85

                                       ARTICLE XII

                          Subordination of the Note Guarantees

Section 12.01.  Agreement To Subordinate..................................................   86
Section 12.02.  Liquidation, Dissolution, Bankruptcy......................................   86
Section 12.03.  Default on Designated Senior Debt of a Note Guarantor.....................   86
Section 12.04.  Demand for Payment........................................................   88
Section 12.05.  When Distribution Must Be Paid Over.......................................   88
Section 12.06.  Subrogation...............................................................   88
Section 12.07.  Relative Rights...........................................................   88
Section 12.08.  Subordination May Not Be Impaired by a Note Guarantor.....................   89
Section 12.09.  Rights of Trustee and Paying Agent........................................   89
Section 12.10.  Distribution or Notice to Representative..................................   89
Section 12.11.  Article XII Not To Prevent Events of Default or Limit Right To Accelerate.   89
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<S>                                                                                                        <C>
Section 12.12.  Trustee Entitled To Rely................................................................   90
Section 12.13.  Trustee To Effectuate Subordination.....................................................   90
Section 12.14.  Trustee Not Fiduciary for Holders of Senior Debt of a Note Guarantor....................   90
Section 12.15.  Reliance by Holders of Senior Debt of a Note Guarantor on Subordination Provisions......   90
Section 12.16.  Defeasance..............................................................................   91

                                              ARTICLE XIII

                                             Miscellaneous

Section 13.01.  Trust Indenture Act Controls............................................................   91
Section 13.02.  Notices.................................................................................   91
Section 13.03.  Communication by Holders with Other Holders.............................................   92
Section 13.04.  Certificate and Opinion as to Conditions Precedent......................................   92
Section 13.05.  Statements Required in Certificate or Opinion...........................................   92
Section 13.06.  When Securities Disregarded.............................................................   93
Section 13.07.  Rules by Trustee, Paying Agent and Registrar............................................   93
Section 13.08.  Legal Holidays..........................................................................   93
Section 13.09.  GOVERNING LAW...........................................................................   93
Section 13.10.  No Recourse Against Others..............................................................   93
Section 13.11.  Successors..............................................................................   93
Section 13.12.  Counterparts............................................................................   93
Section 13.13.  Table of Contents; Headings.............................................................   94
</TABLE>

Appendix A      -   Provisions Relating to Original Securities, Additional
                    Securities and Exchange Securities
Exhibit A       -   Form of Initial Security
Exhibit B       -   Form of Exchange Security
Exhibit C       -   Form of Supplemental Indenture
Exhibit D       -   Form of Transferee Letter of Representation

                                       v

<PAGE>


                    INDENTURE dated as of November 25, 2003, among PINNACLE
               FOODS HOLDING CORPORATION, a Delaware corporation (the
               "Company"); PINNACLE FOODS CORPORATION, a Delaware corporation,
               PF SALES, LLC, a Delaware limited liability company, PF
               DISTRIBUTION, LLC, a Delaware limited liability company, PINNACLE
               FOODS BRANDS CORPORATION, a Delaware corporation, PF STANDARDS
               CORPORATION, a New Jersey corporation, PINNACLE FOODS MANAGEMENT
               CORPORATION, a Connecticut corporation, and PF SALES (N. CENTRAL
               REGION) CORP., a Delaware corporation, as Note Guarantors; and
               WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
               trustee (the "Trustee").

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of (a) the Company's 8-1/4%
Senior Subordinated Notes due 2013 issued on the date hereof (the "Original
Securities"), (b) any Additional Securities (as defined herein) that may be
issued on any Issue Date (all such Securities in clauses (a) and (b) being
referred to collectively as the "Initial Securities") and (c) if and when issued
as provided in the Registration Agreement (as defined in Appendix A hereto (the
"Appendix")), the Company's 8-1/4% Senior Subordinated Notes due 2013 issued in
the Registered Exchange Offer (as defined in the Appendix) in exchange for any
Initial Securities (the "Exchange Securities" and, together with the Initial
Securities, the "Securities"). The Company will issue Original Securities in an
aggregate principal amount of $200,000,000 on the date hereof. Subject to the
conditions and in compliance with the covenants set forth herein, the Company
may issue an unlimited aggregate principal amount of Additional Securities from
time to time.

                                   ARTICLE I

                   Definitions and Incorporation by Reference

            SECTION 1.01. Definitions.

            "Acquired Debt" means, with respect to any specified Person, (1)
Indebtedness of any other Person existing at the time such other Person is
merged with or into, or became a Subsidiary of, such specified Person, whether
or not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person and (2) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

            "additional interest" means any additional interest payable under
the Registration Agreement.

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                                                                               2

            "Additional Securities" means any 8-1/4% Senior Subordinated Notes
due 2013 issued under the terms of this Indenture subsequent to the Closing Date
(other than the Exchange Securities issued in exchange for Original Securities).

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings. No Person (other than the Company or any
Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment
in connection with a Qualified Receivables Transaction shall be deemed to be an
Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.

            "Asset Sale" means (1) the sale, lease (other than an operating
lease entered into in the ordinary course of business), conveyance or other
disposition of any assets of the Company or any Restricted Subsidiary; provided
that the sale, conveyance or other disposition of all or substantially all of
the assets of the Company and its Restricted Subsidiaries taken as a whole shall
be governed by Sections 4.08 and 5.01 of this Indenture and not by the
provisions of Section 4.06 hereof, as applicable, and (2) the issuance of Equity
Interests in any of the Company's Restricted Subsidiaries or the sale of Equity
Interests in any of its Subsidiaries (in each case other than directors'
qualifying Equity Interests or Equity Interests required by applicable law to be
held by a Person other than the Company or a Restricted Subsidiary).
Notwithstanding the preceding, the following items shall not be deemed to be
Asset Sales: (1) any single transaction or series of related transactions that
involves assets or rights having a fair market value of less than $3.0 million,
(2) a transfer of assets between or among the Company and its Restricted
Subsidiaries, (3) an issuance of Equity Interests by a Restricted Subsidiary to
the Company or to another Restricted Subsidiary (including any Person that
becomes a Restricted Subsidiary in connection with such transaction), (4) the
sale or lease of inventory or accounts receivable in the ordinary course of
business or accounts receivable in connection with the compromise, settlement or
collection thereof, (5) the sale or disposition of obsolete, damaged or worn out
equipment or property in the ordinary course of business or any other property
that is uneconomic or no longer useful to the conduct of the Company's business,
(6) the sale or other disposition of cash or Cash Equivalents, (7) sales of
accounts receivable and related assets of the type specified in the definition
of "Qualified Receivables Transaction" to a Receivables Subsidiary for the fair
market value thereof, including cash in an amount at least equal to 75% of the
book value thereof as determined in accordance with GAAP, it being understood
that, for the purposes of this clause (7), notes received in exchange for the
transfer of accounts receivable and related assets will be deemed cash if the
Receivables Subsidiary or other payor is required to repay said notes as soon as
practicable from available cash collections less amounts required to be
established as reserves pursuant to contractual

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                                                                               3

agreements with entities that are not Affiliates of the Company entered into as
part of a Qualified Receivables Transaction, (8) a Restricted Payment permitted
by Section 4.04 or Permitted Investment or (9) the sale of Equity Interest in,
or Indebtedness or other securities of, an Unrestricted Subsidiary.

            "Aurora Acquisition" means the acquisition of Aurora Foods Inc., a
Delaware corporation on substantially the terms described in the Offering
Memorandum, provided that the consummation of the Aurora Acquisition shall be
deemed to be on substantially the terms described in the Offering Memorandum, so
long as any changes to such terms, taken as a whole, are not disadvantageous to
the Holders of the Securities in any material respect.

            "Beneficial Owner" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The term "Beneficially Owns" has a corresponding meaning.

            "Board of Directors" means (1) with respect to a corporation, the
board of directors of the corporation, (2) with respect to a partnership or
limited liability company, the managing general partner or partners or the
managing member or members or any controlling committee of partners or members,
as applicable, and (3) with respect to any other Person, any similar governing
body.

            "Business Day" means each day that is not a Legal Holiday.

            "Capital Lease Obligation" means, at the time any determination is
to be made, the amount of the liability in respect of a capital lease that would
at that time be required to be capitalized on a balance sheet in accordance with
GAAP, and the stated maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.

            "Capital Stock" means (1) in the case of a corporation, corporate
stock, (2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (3) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (4) 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.

            "Cash Equivalents" means (1) United States dollars, (2) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality of the United States government
(provided that the full faith

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                                                                               4

and credit of the United States is pledged in support of those securities)
having maturities of not more than one year from the date of acquisition, (3)
marketable general obligations issued by any state of the United States or any
political subdivision of any such state or any public instrumentality thereof
maturing within one year of the date of acquisition and at the time of
acquisition rated "A" or better from either of Moody's or S&P, (4) certificates
of deposit, time deposits and Eurodollar time deposits or bankers acceptances'
with maturities of one year or less from the date of acquisition, and overnight
bank deposits, in each case, with any lender party to the Credit Agreement or
with any commercial bank having, at the time of acquisition, capital and surplus
in excess of $500.0 million, (5) repurchase obligations with a term of not more
than six months for underlying securities of the types described in clauses (2),
(3) and (4) above entered into with any financial institution meeting the
qualifications specified in clause (4) above, (6) commercial paper rated at the
time of acquisition thereof at least "A-1" or the equivalent by Moody's or at
least "P-1" or the equivalent by S&P (or carrying an equivalent rating by a
nationally recognized rating agency if both the two named agencies cease
publishing ratings of investments) and in each case maturing within one year
after the date of acquisition and (7) interests in investment companies or money
market funds at least 95% of the assets of which constitute, at the time of
acquisition, cash and Cash Equivalents of the kinds described in clauses (1)
through (6) of this definition.

            "CEH" means Crunch Equity Holding, LLC, a Delaware limited liability
company.

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

            (1) (A) any "person" (as such term is used in Sections 13(d) and
      14(d) of the Exchange Act, including any group acting for the purpose of
      acquiring, holding or disposing of securities within the meaning of Rule
      13d-5(b)(1) under the Exchange Act), other than one or more Permitted
      Holders, is or becomes the Beneficial Owner, directly or indirectly, of
      more than 35% of the total voting power of the Voting Stock of the Company
      and (B) the Permitted Holders Beneficially Own, directly or indirectly, in
      the aggregate a lesser percentage of the total voting power of the Voting
      Stock of the Company than such other person and do not have the right or
      ability by voting power, contract or otherwise to elect or designate for
      election a majority of the Board of Directors of the Company (for the
      purposes of this clause (1), such other person shall be deemed to
      beneficially own any Voting Stock of an entity held by any other entity
      (the "parent entity") if such other person is the Beneficial Owner,
      directly or indirectly, of more than 50% of the voting power of the Voting
      Stock of such parent entity and the Permitted Holders Beneficially Own,
      directly or indirectly, in the aggregate a lesser percentage of the voting
      power of the Voting Stock of such parent entity and do not have the right
      or ability by voting power, contract or otherwise to elect or designate
      for election a majority of the Board of Directors of such parent entity);

            (2) the direct or indirect sale, transfer, conveyance or other
      disposition (other than by way of merger or consolidation), in one or a
      series of related

<PAGE>

                                                                               5

      transactions, of all or substantially all of the properties or assets of
      the Company and its Restricted Subsidiaries, taken as a whole, to any
      "person" (as defined in clause (1) above) other than a Permitted Holder;

            (3) the adoption of a plan relating to the liquidation or
      dissolution of Holdings or the Company; or

            (4) after the first public offering of Capital Stock of either
      Holdings or the Company, (A) if such public offering is of Holdings'
      Capital Stock, the first day on which a majority of the members of the
      Board of Directors of Holdings are not Continuing Directors or (B) if such
      public offering is of the Company's Capital Stock, the first day on which
      a majority of the members of the Board of Directors of the Company are not
      Continuing Directors.

            "Closing Date" means the date of this Indenture.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Commodity Price Protection Agreement" means, with respect to any
Person, any forward contract, commodity swap, commodity option or other similar
agreement or arrangement relating to, or the value of which is dependent upon or
which is designed to protect such Person against, fluctuations in commodity
prices.

            "Company" means the party named as such in this Indenture until a
successor replaces it in accordance with the terms of this Indenture and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the indenture securities.

            "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

            (1) provision for taxes based on income or profits of such Person
      and its Restricted Subsidiaries for such period, to the extent that such
      provision for taxes was deducted in computing such Consolidated Net
      Income; plus

            (2) consolidated interest expense of such Person and its Restricted
      Subsidiaries for such period, whether paid or accrued and whether or not
      capitalized (including amortization of debt issuance costs and original
      issue discount, non-cash interest payments, the interest component of any
      deferred payment obligations, the interest component of all payments
      associated with Capital Lease Obligations, imputed interest with respect
      to commissions, discounts and other fees and charges incurred in respect
      of letter of credit or bankers' acceptance financings, and net of the
      effect of all payments made or received pursuant to Hedging Obligations),
      to the extent that any such expense was deducted in computing such
      Consolidated Net Income; plus

            (3) depreciation, amortization (including amortization of goodwill
      and other intangibles but excluding amortization of prepaid cash expenses
      that were

<PAGE>

                                                                               6

      paid in a prior period) and other non-cash expenses (excluding any such
      non-cash expense to the extent that it represents an accrual of or reserve
      for cash expenses in any future period or amortization of a prepaid cash
      expense that was paid in a prior period) of such Person and its Restricted
      Subsidiaries for such period, to the extent that such depreciation,
      amortization and other non-cash expenses were deducted in computing such
      Consolidated Net Income; plus

            (4) Securitization Fees to the extent deducted in calculating
      Consolidated Net Income for such period; minus

            (5) non-cash items increasing such Consolidated Net Income for such
      period, other than the accrual of revenue in the ordinary course of
      business, in each case, on a consolidated basis and determined in
      accordance with GAAP.

            "Consolidated Net Income" means, with respect to any specified
Person for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

            (1) the Net Income of any Person that is not a Restricted Subsidiary
      or that is accounted for by the equity method of accounting shall be
      included only to the extent of the amount of dividends or distributions
      paid in cash to the specified Person or a Restricted Subsidiary of the
      Person (and if such Net Income is a loss shall be included only to the
      extent that such loss has been funded with cash by the specified Person or
      a Restricted Subsidiary of the specified Person);

            (2) the Net Income of any Restricted Subsidiary shall be excluded to
      the extent that the declaration or payment of dividends or similar
      distributions or the making of loans or intercompany advances by that
      Restricted Subsidiary of that Net Income is not at the date of
      determination permitted without any prior governmental approval (that has
      not been obtained) or, directly or indirectly, by operation of the terms
      of its charter or any agreement, instrument, judgment, decree, order,
      statute, rule or governmental regulation applicable to that Restricted
      Subsidiary or its stockholders;

            (3) any net gain or loss realized upon the sale or other disposition
      of any asset of such Person or its Restricted Subsidiaries (including
      pursuant to a Sale/Leaseback Transaction) that is not sold or otherwise
      disposed of in the ordinary course of business and any net gain or loss
      realized upon the sale or other disposition of any Equity Interest of any
      Person shall be excluded;

            (4) any extraordinary gain or loss shall be excluded;

            (5) any non-cash compensation charges or other non-cash expenses or
      charges arising from the grant of or issuance or repricing of stock, stock
      options or other equity-based awards or any amendment, modification,
      substitution or change of any such stock, stock options or other
      equity-based awards shall be excluded;

<PAGE>

                                                                               7

            (6) any non-recurring fees, charges or other expenses made or
      incurred in connection with the Merger and the transactions contemplated
      thereby within 180 days of the Closing Date shall be excluded;

            (7) the cumulative effect of a change in accounting principles shall
      be excluded; and

            (8) any non-cash goodwill impairment charges subsequent to the
      Closing Date resulting from the application of SFAS No. 142 or 144 shall
      be excluded.

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of CEH who was (1) a member of such Board of
Directors on the Closing Date, (2) nominated for election or elected to such
Board of Directors with the approval of a majority of the Continuing Directors
who were members of such Board at the time of such nomination or election or (3)
nominated for election or appointed to such Board of Directors by a Permitted
Holder.

            "Credit Agreement" means that certain Credit Agreement, dated as of
November 25, 2003 among Holdings, the Company, Deutsche Bank Trust Company
Americas, General Electric Capital Corporation, JPMorgan Chase Bank, Citigroup
North America, Inc., Canadian Imperial Bank of Commerce, JPMorgan Securities
Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and the
lenders from time to time thereunder, providing for up to $545.0 million of term
loans and $130.0 million of revolving credit borrowings, including any related
notes, guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, supplemented,
renewed, refunded, replaced, restructured, restated or refinanced from time to
time (including any agreement extending the maturity thereof or increasing the
amount of available borrowings thereunder or adding Restricted Subsidiaries of
the Company as additional borrowers or guarantors thereunder) whether with the
original agents and lenders or otherwise and whether provided under the original
credit agreement or other credit agreements or otherwise.

            "Credit Facilities" means one or more debt facilities (including the
Credit Agreement) or commercial paper facilities, in each case with banks or
other institutional lenders 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) or letters of credit, in each case, as amended, restated, modified,
supplemented, renewed, refunded, replaced, restructured or refinanced in whole
or in part from time to time (including any agreement extending the maturity
thereof or increasing the amount of available borrowings thereunder or adding
Restricted Subsidiaries of the Company as additional borrowers or guarantors
thereunder).

            "Currency Agreement" means, with respect to any Person, any foreign
exchange contract, currency swap agreements, futures contract, options contract,
synthetic cap or other similar agreement or arrangement to which such Person is
a party or of which it is a beneficiary for the purpose of hedging foreign
currency risk.
<PAGE>

                                                                               8

            "Default" means any event that is, or with the passage of time or
the giving of notice or both would be, an Event of Default.

            "Designated Non-Cash Consideration" means the fair market value of
non-cash consideration received by the Company or one or more of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Non-cash Consideration pursuant to an Officers' Certificate setting
forth the basis of valuation.

            "Designated Senior Debt" means (1) any Indebtedness outstanding
under the Credit Agreement and (2) any other Senior Debt permitted under this
Indenture, the principal amount of which is $25.0 million or more and that has
been designated by the Company as "Designated Senior Debt."

            "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable or exercisable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event (other than an event solely
within the control of the issuer thereof), matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is 91 days after the date on which the Securities mature; provided,
however, that any class of Capital Stock that, by its terms, authorizes the
issuer thereof to satisfy in full its obligations with respect to payment of
dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise)
or repurchase thereof or otherwise by delivery of Capital Stock that is not
Disqualified Stock, and that is not convertible, puttable or exchangeable for
Disqualified Stock or Indebtedness, shall not be deemed Disqualified Stock so
long as such issuer satisfies its obligations with respect thereto solely by the
delivery of Capital Stock that is not Disqualified Stock. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless the Company has first
complied with the provisions described in Sections 4.06 and 4.08 of this
Indenture.

            "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia or that guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

            "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

            "Equity Offering" means a public or private sale for cash of Capital
Stock (other than Disqualified Stock).

<PAGE>
                                                                               9

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

            "Existing Indebtedness" means the Indebtedness of the Company (other
than Indebtedness under the Credit Agreement) in existence on the Closing Date.

            "Existing Management Stockholders" means CDM Investor Group LLC, a
Delaware limited liability company, and the members thereof on the Closing Date.

            "Fixed Charges" means, with respect to any specified Person and its
Restricted Subsidiaries for any period, the sum, without duplication, of:

            (1) the consolidated interest expense of such Person and its
      Restricted Subsidiaries for such period, whether paid or accrued,
      including amortization of debt issuance costs and original issue discount,
      non-cash interest payments, the interest component of any deferred payment
      obligations, the interest component of all payments associated with
      Capital Lease Obligations, imputed interest with respect to commissions,
      discounts and other fees and charges incurred in respect of letter of
      credit or bankers' acceptance financings, and net of the effect of all
      payments made or received pursuant to Hedging Obligations; plus

            (2) the consolidated interest of such Person and its Restricted
      Subsidiaries that was capitalized during such period; plus

            (3) any interest expense on Indebtedness of another Person that is
      Guaranteed by such Person or one of its Restricted Subsidiaries or secured
      by a Lien on assets of such Person or one of its Restricted Subsidiaries,
      whether or not such Guarantee or Lien is called upon; plus

            (4) Securitization Fees; plus

            (5) all dividends, whether paid or accrued and whether or not in
      cash, on any series of Disqualified Stock of such Person or preferred
      stock of any of its Restricted Subsidiaries that are not Note Guarantors,
      other than dividends on Equity Interests payable solely in Equity
      Interests of the Company (other than Disqualified Stock) or to the Company
      or a Restricted Subsidiary of the Company.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

            (1) Investments, acquisitions, mergers and consolidations that have
      been made by the specified Person or any of its Restricted Subsidiaries,
      including through mergers or consolidations and including any related
      financing transactions, during the four-quarter reference period or
      subsequent to such reference period and on or prior to the Calculation
      Date shall be given pro forma effect as if they had occurred on the first
      day of the four-quarter reference period and Consolidated Cash Flow for
      such reference period shall be calculated on a pro forma basis in
      accordance with Regulation S-X under the Securities Act and may include
      operating expense reductions (net of continuing associated expenses but

<PAGE>
                                                                              10

      excluding non-recurring associated expenses) for such period resulting
      from the acquisition which is being given pro forma effect to that either
      (a) would be permitted pursuant to Rule 11-02 of Regulation S-X under the
      Securities Act or (b) have been realized or for which substantially all
      the steps necessary for realization have been taken or at the time of
      determination are reasonably expected to be taken within six months
      following any such acquisition, including, but not limited to, the
      execution or termination of any contracts, the termination of any
      personnel or the closing of any facility, as applicable, provided that
      such adjustments shall be calculated on an annualized basis and shall be
      set forth in an Officers' Certificate signed by the Company's chief
      financial officer and another officer which states in detail (i) the
      amount of such adjustment or adjustments, (ii) that such adjustment or
      adjustments are based on the reasonable good faith beliefs of the officers
      executing such Officers' Certificate at the time of such execution and
      (iii) that such adjustment or adjustments and the plan or plans related
      thereto have been reviewed and approved by the Board of Directors. Any
      such Officers' Certificate shall be provided to the Trustee if the Company
      incurs any Indebtedness or takes any other action under this Indenture in
      reliance thereon;

            (2) the Consolidated Cash Flow attributable to discontinued
      operations, as determined in accordance with GAAP, and operations or
      businesses disposed of prior to the Calculation Date, shall be excluded;
      and

            (3) the Fixed Charges attributable to discontinued operations, as
      determined in accordance with GAAP, and operations or businesses disposed
      of prior to the Calculation Date, shall be excluded, but only to the
      extent that the obligations giving rise to such Fixed Charges will not be
      obligations of the specified Person or any of its Restricted Subsidiaries
      following the Calculation Date.

In addition, to the extent, if any, not covered by the foregoing, if the
transactions have been consummated during the four-quarter period used to
determine the Fixed Charge Coverage Ratio, then the Consolidated Cash Flow for
such period shall reflect, to the extent incurred during such period, each item
reflected in Adjusted EBITDA (but not in EBITDA) for the period ended July 31,
2003, as set forth in the Offering Memorandum under "PFHC summary and historical
pro forma financial data."

If any Indebtedness bears a floating rate of interest, the interest expense on
such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into
account any Hedging Obligation applicable to such Indebtedness if such Hedging
Obligation has a remaining term as at the date of determination in excess of 12
months).

            "Fixed Charge Coverage Ratio" means, with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of

<PAGE>
                                                                              11

its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or
redeems any Indebtedness (other than ordinary working capital borrowings) or
issues, repurchases or redeems Disqualified Stock of such Person or preferred
stock of a Restricted Subsidiary of such Person subsequent to the commencement
of the period for which the Fixed Charge Coverage Ratio is being calculated and
on or prior to the date on which the event for which the calculation of the
Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, Guarantee, repayment, repurchase or redemption of
Indebtedness, or such issuance, repurchase or redemption of preferred stock, and
the use of the proceeds therefrom as if the same had occurred at the beginning
of the applicable four-quarter reference period.

            "Foreign Subsidiary" means a Restricted Subsidiary that is not a
Domestic Subsidiary.

            "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect from time to time.

            "Guarantee" means a guarantee other than by endorsement of
negotiable instruments for collection in the ordinary course of business, direct
or indirect, in any manner including by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness.

            "Hedging Obligations" means, with respect to any specified Person,
the obligations of such Person under (1) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (2) any Currency
Agreement or Commodity Price Protection Agreement and (3) other agreements or
arrangements of a similar character designed to protect such Person against
fluctuations in interest rates.

            "Holder" means the Person in whose name a Security is registered on
the Registrar's books.

            "Holdings" means Crunch Holding Corp., a Delaware corporation.

            "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
      letters of credit (or, without duplication, reimbursement agreements in
      respect thereof);

            (3) in respect of banker's acceptances;

<PAGE>
                                                                              12

            (4) representing Capital Lease Obligations;

            (5) representing the deferred and unpaid balance of the purchase
      price of any property, except any such balance that constitutes an accrued
      expense or trade payable;

            (6) amounts outstanding and other obligations of such Person in
      respect of a Qualified Receivables Transaction;

            (7) representing any Hedging Obligations; or

            (8) all Disqualified Stock issued by such Person with the amount of
      Indebtedness represented by such Disqualified Stock equal to the greater
      of its voluntary or involuntary liquidation preference and its maximum
      fixed repurchase price, but excluding accrued dividends, if any,

if and to the extent any of the preceding items (other than amounts in respect
of letters of credit, Hedging Obligations, Qualified Receivables Transactions
and Disqualified Stock) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes (i) all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person); provided, however, that the amount of Indebtedness of
such Person shall be the lesser of (A) the fair market value of such asset at
such date of determination and (B) the amount of such Indebtedness of such other
Persons; and (ii) to the extent not otherwise included, the Guarantee by the
specified Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

            (1) the accreted value of the Indebtedness, in the case of any
      Indebtedness issued with original issue discount; and

            (2) the principal amount of the Indebtedness, together with any
      interest on the Indebtedness that is more than 30 days past due, in the
      case of any other Indebtedness.

In addition, for purposes of determining the outstanding principal amount of any
particular Indebtedness incurred pursuant to the covenant described in Section
4.03:

            (1) guarantees or obligations in respect of letters of credit
      relating to Indebtedness which is otherwise included in the determination
      of a particular amount of Indebtedness shall not be double-counted;

            (2) the principal amount of any preferred stock of a Restricted
      Subsidiary of the Company shall be the greater of the maximum mandatory
      redemption or purchase price (not including, in either case, any
      redemption or purchase premium) or the maximum liquidation preference; and

<PAGE>
                                                                              13

            (3) the principal amount of Indebtedness or of preferred stock of a
      Restricted Subsidiary of the Company issued at a price less than the
      principal amount thereof, maximum fixed redemption or repurchase price
      thereof or liquidation preference thereof, as applicable, shall be equal
      to the amount of the liability or obligation in respect thereof determined
      in accordance with GAAP.

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

            "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including guarantees or other obligations), advances or
capital contributions (excluding accounts receivable, trade credit and advances
to customers and payroll, travel and similar advances to officers and employees
to cover matters that are expected at the time of such advances ultimately to be
treated as expenses for accounting purposes and that are made in the ordinary
course of business), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Restricted Subsidiary of the Company
sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted 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, the
Company shall be deemed to have made an Investment on the date of any such sale
or disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.04(c) hereof.

            "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and, except in connection with any Qualified Receivables
Transaction, any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

            "Merger" means the merger to occur on the Closing Date pursuant to
the Merger Agreement.

            "Merger Agreement" means that certain Agreement and Plan of Merger,
dated as of August 8, 2003, by and among the Company, Holdings, Crunch
Acquisition Corp. and HMTF PF, L.L.C.

            "Moody's" means Moody's Investors Service, Inc. or any successor to
the rating agency business thereof.

            "Net Cash Proceeds" with respect to any issuance or sale of Equity
Interests, means the cash proceeds of such issuance or sale net of attorneys'
fees,

<PAGE>
                                                                              14

accountants' fees, underwriters or placement agents' fees, discounts or
commissions and brokerage, consultant 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.

            "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.

            "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including any cash received upon the sale or other disposition of any
Designated Non-cash Consideration or other non-cash consideration received in
any Asset Sale), net of the direct costs, fees and expenses relating to such
Asset Sale, including:

            (1) legal, accounting and investment banking fees and all other
      professionals' and advisors' fees;

            (2) sales commissions, title and recording expenses and any
      relocation expenses incurred as a result of the Asset Sale;

            (3) taxes paid or payable or required to be accrued as a result of
      the Asset Sale, in each case, after taking into account any available tax
      credits or deductions and any tax sharing arrangements;

            (4) amounts required to be applied to the repayment of Indebtedness
      (including all interest, premium, penalties, breakage, indemnities and
      fees in connection therewith), other than Indebtedness under a Credit
      Facility, secured by a Lien on the asset or assets that were the subject
      of such Asset Sale;

            (5) all distributions and other payments required to be made to
      minority interest holders in Subsidiaries or joint ventures as a result of
      such Asset Sale; and

            (6) any appropriate amounts to be provided by the seller as a
      reserve, in accordance with GAAP, against any liabilities associated with
      the property or other assets disposed of in such Asset Sale and retained
      by the Company or any of its Restricted Subsidiaries after such Asset Sale
      or as a reserve established in accordance with GAAP, for adjustment in the
      sales prices of the asset or assets but only for so long as such reserve
      is required in accordance with GAAP.

            "Non-Recourse Debt" means Indebtedness (1) as to which neither the
Company nor any of its Restricted Subsidiaries (A) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (B) is directly or indirectly liable as a guarantor or
otherwise or (C) constitutes the lender; (2) no default with respect to which
(including any rights that the holders of the Indebtedness may have to take
enforcement action against an Unrestricted Subsidiary) would permit upon notice,
lapse of time or both any holder of any other Indebtedness of the Company or any
of its Restricted Subsidiaries to declare a default on such other Indebtedness
or cause the payment of the Indebtedness to be accelerated or payable prior

<PAGE>
                                                                              15

to its stated maturity and (3) with respect to which there is no recourse to the
stock (other than the stock of an Unrestricted Subsidiary pledged by the Company
or any of its Restricted Subsidiaries) or assets of the Company or any of its
Restricted Subsidiaries.

            "Note Guarantee" means each Guarantee of the obligations with
respect to the Securities issued by a Person pursuant to the terms of this
Indenture.

            "Note Guarantor" means (1) each of the Company's existing and future
Domestic Subsidiaries, (2) any Foreign Subsidiary that in the future guarantees
any obligation under the Credit Facilities, (3) any other Subsidiary that
executes a guarantee in accordance with the provisions of this Indenture, and
their respective successors and assigns and (4) if Holdings executes a guarantee
in accordance with the provisions of this Indenture, Holdings and its successors
and assigns.

            "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

            "Officer" means the Chairman of the Board, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer or the Secretary of the Company. "Officer" of a Note Guarantor has a
correlative meaning.

            "Offering Memorandum" means the offering memorandum dated November
20, 2003, relating to the Original Securities.

            "Officers' Certificate" means a certificate signed by two Officers.

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

            "Permitted Business" means any business that derives a majority of
its revenues from the businesses engaged in by the Company and its Restricted
Subsidiaries on the date of original issuance of the Securities and/or
activities that are reasonably similar, ancillary, complementary or related to,
or a reasonable extension, development or expansion of, the businesses in which
the Company and its Restricted Subsidiaries are engaged on the date of original
issuance of the Securities.

            "Permitted Business Unit" means a store, branch, distribution
center, region or other similar unit of a Permitted Business or the operations
and assets of any of the foregoing.

            "Permitted Holder" means JPMorgan Partners, LLC and J.W. Childs
Associates, L.P. or their Affiliates, the Existing Management Stockholders or
their Related Parties or any Person acting in the capacity of underwriter in
connection with a public or private offering of the Company's or Holdings'
Equity Interests.

<PAGE>
                                                                              16

            "Permitted Investments" means:

            (1) any Investment in the Company or in a Restricted Subsidiary of
      the Company;

            (2) any Investment in Cash Equivalents;

            (3) any Investment by the Company or any Restricted Subsidiary of
      the Company in a Person, if as a result of such Investment:

                  (A) such Person becomes a Restricted Subsidiary of the
            Company; or

                  (B) such Person is merged, consolidated or amalgamated with or
            into, or transfers or conveys substantially all of its assets to, or
            is liquidated into, the Company or a Restricted Subsidiary of the
            Company;

            (4) any Investment made as a result of the receipt of non-cash
      consideration from an Asset Sale that was made pursuant to and in
      compliance with Section 4.06 hereof;

            (5) any acquisition of assets or Equity Interests solely in exchange
      for the issuance of Equity Interests (other than Disqualified Stock) of
      the Company;

            (6) any Investments received in compromise of obligations of such
      persons incurred in the ordinary course 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;

            (7) Hedging Obligations;

            (8) receivables owing to the Company or any Restricted Subsidiary
      and prepaid expenses if created or acquired in the ordinary course of
      business and payable or dischargeable in accordance with customary trade
      terms; provided, however, that such trade terms may include such
      concessionary trade terms as the Company or any such Restricted Subsidiary
      deems reasonable under the circumstances;

            (9) advances, loans or extensions of credit to suppliers and vendors
      in the ordinary course of business;

            (10) deposits, bid bonds and performance bonds with governmental
      authorities made in the ordinary course of business;

            (11) Investments existing on the Closing Date and Investments
      contributed to the common equity capital of the Company subsequent to the
      Closing Date;

<PAGE>
                                                                              17

            (12) endorsements of negotiable instruments and documents in the
      ordinary course of business;

            (13) Investments of a Person or any of its Subsidiaries existing at
      the time such Person becomes a Restricted Subsidiary of the Company or at
      the time such Person merges or consolidates with the Company or any of its
      Restricted Subsidiaries, in either case in compliance with this Indenture,
      provided that such Investments were not made by such Person in connection
      with, or in anticipation or contemplation of, such Person becoming a
      Restricted Subsidiary of the Company or such merger or consolidation;

            (14) the acquisition by a Receivables Subsidiary in connection with
      a Qualified Receivables Transaction of Equity Interests of a trust or
      other Person established by such Receivables Subsidiary to effect such
      Qualified Receivables Transaction, and any other Investment by the Company
      or a Restricted Subsidiary of the Company in a Receivables Subsidiary or
      any Investment by a Receivables Subsidiary in any other Person in
      connection with a Qualified Receivables Transaction; provided that such
      other Investment is in the form of a note or other instrument that the
      Receivables Subsidiary or other Person is required to repay as soon as
      practicable from available cash collections less amounts required to be
      established as reserves pursuant to contractual agreements with entities
      that are not Affiliates of the Company entered into as part of a Qualified
      Receivables Transaction;

            (15) other Investments in any Person having an aggregate fair market
      value (measured on the date each such Investment was made and without
      giving effect to subsequent changes in value), when taken together with
      all other Investments made pursuant to this clause (15) since the Closing
      Date, not to exceed $12.0 million or, if the Aurora Acquisition has been
      consummated, 2.0% of Total Assets;

            (16) repurchases of the Securities as long as the repurchased
      Securities are cancelled promptly after purchase;

            (17) any Investment acquired by the Company or any of its Restricted
      Subsidiaries in exchange for any other investment or accounts receivable
      held by the Company or any such Restricted Subsidiary in connection with
      or as a result of a bankruptcy, workout, reorganization or
      recapitalization of the issuer of such other investment or account
      receivable;

            (18) loans and advances to officers, directors and employees made in
      the ordinary course of business of the Company or any Restricted
      Subsidiary; and

            (19) guarantees issued in accordance with Sections 4.03 and 4.11.

            "Permitted Junior Securities" means (1) Equity Interests in the
Company or any Guarantor or (2) debt securities that are subordinated to all
Senior Debt (and any debt securities issued in exchange for Senior Debt) to
substantially the same extent as, or

<PAGE>
                                                                              18

to a greater extent than, the Securities and the guarantees are subordinated to
Senior Debt under this Indenture; provided that the term "Permitted Junior
Securities" shall not include any securities distributed pursuant to a plan of
reorganization if the Indebtedness under the Credit Agreement is treated as part
of the same class as the Securities for purposes of such plan of reorganization.

            "Permitted Liens" means:

            (1) Liens on assets of the Company or any Note Guarantor securing
      Senior Debt that was permitted by the terms of this Indenture to be
      incurred;

            (2) Liens in favor of the Company or the Note Guarantors;

            (3) Liens on property or assets of a Person existing at the time
      such Person is merged with or into or consolidated with the Company or any
      Subsidiary of the Company, provided that such Liens were in existence
      prior to the contemplation of such merger or consolidation and do not
      extend to any assets other than those of the Person merged into or
      consolidated with the Company or the Subsidiary;

            (4) Liens on property existing at the time of acquisition of the
      property by the Company or any Subsidiary of the Company, provided that
      such Liens were in existence prior to the contemplation of such
      acquisition;

            (5) Liens to secure the performance of statutory obligations, surety
      or appeal bonds, performance bonds, supply bonds, construction bonds or
      other obligations of a like nature incurred in the ordinary course of
      business;

            (6) Liens to secure Indebtedness (including Capital Lease
      Obligations) permitted by Section 4.03(b)(iv) covering only the assets
      acquired with such Indebtedness;

            (7) Liens existing on the Closing Date;

            (8) Liens for taxes, assessments or governmental charges or claims
      that are not yet delinquent or that are being contested in good faith by
      appropriate proceedings promptly instituted and diligently concluded,
      provided that any reserve or other appropriate provision as is required in
      conformity with GAAP has been made therefor;

            (9) Liens on assets of a Receivables Subsidiary incurred in
      connection with a Qualified Receivables Transaction;

            (10) Liens incurred in the ordinary course of business of the
      Company or any Restricted Subsidiary of the Company with respect to
      obligations that do not exceed $2.5 million in the aggregate at any one
      time outstanding;

            (11) judgment Liens not giving rise to an Event of Default so long
      as such Liens are adequately bonded and any appropriate legal proceedings
      which may

<PAGE>
                                                                              19

      have been duly initiated for the review of such judgment have not been
      finally terminated or the period within which such proceedings may be
      initiated has not expired;

            (12) Liens arising solely by virtue of any statutory or common law
      provisions relating to banker's Liens, rights of set-off or similar rights
      and remedies as to deposit accounts or other funds maintained with a
      depositary institution; provided that:

                  (A) such deposit account is not a dedicated cash collateral
            account and is not subject to restrictions against access by the
            Company in excess of those set forth by regulations promulgated by
            the Federal Reserve Board, and

                  (B) such deposit account is not intended by the Company or any
            of its Restricted Subsidiaries to provide collateral to the
            depository institution;

            (13) Liens securing the Securities and any Guarantees;

            (14) any interest or title of a lessor under any Capital Lease
      Obligation or operating lease;

            (15) Liens imposed by law, such as carriers', warehousemen's and
      mechanics' Liens, in each case for sums not yet due or being contested in
      good faith by appropriate proceedings;

            (16) minor survey exceptions, minor encumbrances, easements or
      reservations of, or rights of others for, licenses, rights-of-way, sewers,
      electric lines, telegraph and telephone lines and other similar purposes,
      or zoning or other restrictions as the use of real properties of Liens
      incidental to the conduct of such Person or to the ownership of its
      properties which were not incurred in connection with Indebtedness and
      which do not in the aggregate materially adversely affect the value of
      said properties or materially impair their use in the operation of the
      business of such Person;

            (17) Liens securing Indebtedness or other obligations of a
      Restricted Subsidiary owing to the Company or another Restricted
      Subsidiary permitted to be incurred under Section 4.03; and

            (18) Liens securing Hedging Obligations so long as the related
      Indebtedness is, and is permitted to be under this Indenture, secured by a
      Lien on the same property securing such Hedging Obligations.

            "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other

<PAGE>
                                                                              20

Indebtedness of the Company or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:

            (1) the principal amount (or if issued with original discount, the
      aggregate issue price) of such Permitted Refinancing Indebtedness does not
      exceed the principal amount (or accreted value, if applicable) of the
      Indebtedness extended, refinanced, renewed, replaced, defeased or refunded
      (plus all accrued interest on the Indebtedness and the amount of all
      expenses, premiums and defeasance costs incurred in connection therewith);

            (2) such Permitted Refinancing Indebtedness has a final maturity
      date no earlier than the final maturity date of, and has a Weighted
      Average Life to Maturity equal to or greater than the Weighted Average
      Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded;

            (3) if the Indebtedness being extended, refinanced, renewed,
      replaced, defeased or refunded is subordinated in right of payment to the
      Securities or the guarantees, such Permitted Refinancing Indebtedness is
      subordinated in right of payment to, the Securities or the guarantees, as
      the case may be, on terms at least as favorable to the Holders of
      Securities as those contained in the documentation governing the
      Indebtedness being extended, refinanced, renewed, replaced, defeased or
      refunded; and

            (4) such Indebtedness is incurred either by the Company or by its
      Restricted Subsidiary who is the obligor on the Indebtedness being
      extended, refinanced, renewed, replaced, defeased or refunded.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

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

            "Qualified Receivables Transaction" means any transaction or series
of transactions entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries
sells, conveys or otherwise transfers to (A) a Receivables Subsidiary (in the
case of a transfer by the Company or any of its Restricted Subsidiaries) and (B)
any other Person (in the case of a transfer by a Receivables Subsidiary), or
grants a security interest in, any accounts receivable (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries, and
any assets related thereto including all collateral securing such accounts
receivable, all contracts and all guarantees or other obligations in respect of
such

<PAGE>
                                                                              21

accounts receivable, proceeds of such accounts receivable 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.

            "Receivables Subsidiary" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary (1) no portion of the Indebtedness
or any other Obligations (contingent or otherwise) of which (A) is guaranteed by
the Company or any Restricted Subsidiary of the Company (excluding guarantees of
Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to representations, warranties, covenants and indemnities entered into
in the ordinary course of business in connection with a Qualified Receivables
Transaction), (B) is recourse to or obligates the Company or any Restricted
Subsidiary of the Company in any way other than pursuant to customary
representations, warranties, covenants and indemnities entered into in
connection with a Qualified Receivables Transaction or (C) subjects any property
or asset of the Company or any Restricted Subsidiary of the Company (other than
accounts receivable and related assets as provided in the definition of
"Qualified Receivables Transaction"), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction, (2) with which
neither the Company nor any Restricted Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms
no less favorable to the Company or such Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates of the
Company, other than fees payable in the ordinary course of business in
connection with servicing accounts receivable and (3) with which neither the
Company nor any Restricted Subsidiary of the Company has any obligation to
maintain or preserve such Subsidiary's financial condition or cause such
Subsidiary 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 resolution of the Board of
Directors of the Company giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions.

            "Related Parties" means with respect to a Person (1) that is a
natural person (A) any spouse, parent or lineal descendant (including adopted
children) of such Person or (B) the estate of such Person during any period in
which such estate holds Capital Stock of the Company for the benefit of any
person referred to in clause (1)(A) and (2) any trust, corporation, partnership,
limited liability company or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially owning an interest of more than 50% of
which consist of such Person and/or such other Persons referred to in the
immediately preceding clause (a).

            "Representative" means the trustee, agent or representative (if any)
for an issuer of Senior Debt.

<PAGE>
                                                                              22

            "Restricted Investment" means an Investment other than a Permitted
Investment.

            "Restricted Subsidiary" of a Person means any Subsidiary of such
Person that is not an Unrestricted Subsidiary.

            "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired by the Company or a Restricted
Subsidiary whereby the Company or a Restricted Subsidiary transfers such
property to a Person and the Company or such Restricted Subsidiary leases it
from such Person, other than leases between the Company and a Wholly Owned
Restricted Subsidiary or between Wholly Owned Restricted Subsidiaries.

            "S&P" means Standard & Poor's Ratings Services or any successor to
the rating agency business thereof.

            "SEC" means the Securities and Exchange Commission.

            "Securities" means the Securities issued under this Indenture.

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

            "Securitization Fees" means reasonable distributions, payments or
other fees made or paid directly or by means of discounts (i) to a Person that
is not a Receivables Subsidiary and (ii) with respect to any participation
interest issued or sold in connection with a Qualified Receivables Transaction.

            "Senior Debt" means:

            (1) all Indebtedness of the Company or any Note Guarantor
      outstanding under Credit Facilities (including interest accruing on or
      after the filing of any petition in bankruptcy or for reorganization of
      the Company or any Note Guarantor, regardless of whether or not a claim
      for post-filing interest is allowed in such proceedings);

            (2) all Hedging Obligations permitted to be incurred under the terms
      of this Indenture;

            (3) any other Indebtedness of the Company or any Note Guarantor
      permitted to be incurred under the terms of this Indenture, unless the
      instrument under which such Indebtedness is incurred expressly provides
      that it is on a parity with or subordinated in right of payment to the
      Securities or any guarantee; and

            (4) all Obligations with respect to the items listed in the
      preceding clauses (1), (2) and (3).

Notwithstanding anything to the contrary in the preceding, Senior Debt shall not
include:

<PAGE>
                                                                              23

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

            (2) any intercompany Indebtedness of the Company or any of its
      Subsidiaries to the Company or any of its Affiliates;

            (3) any trade payables; or

            (4) the portion of any Indebtedness that is incurred in violation of
      this Indenture.

            "Senior Subordinated Debt" of the Company means the Securities and
any other Indebtedness of the Company that specifically provides that such
Indebtedness is to rank equally with the Securities in right of payment and is
not subordinated by its terms in right of payment to any Indebtedness or other
obligation of the Company that is not Senior Debt. "Senior Subordinated Debt" of
a Note Guarantor has a correlative meaning.

            "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the Closing Date.

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

            "Subsidiary" means, with respect to any specified Person, (1) any
corporation, association, partnership, limited liability company or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees of the corporation,
association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person (or a combination thereof) and (2) any partnership (a) the sole
general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are that
Person or one or more Subsidiaries of that Person (or any combination thereof).

            "Temporary Cash Investments" means any of the following: (1) any
investment in direct obligations of the United States of America or any agency
or instrumentality thereof or obligations Guaranteed or insured by the United
States of America or any agency or instrumentality thereof, (2) investments in
checking accounts, savings accounts, time deposit accounts, certificates of
deposit, bankers' acceptances and money market deposits maturing within 360 days
of the date of acquisition thereof issued by a bank or trust company that is
organized under the laws of the United States of America, any state thereof or
any foreign country recognized by the United States of

<PAGE>
                                                                              24

America having capital, surplus and undivided profits aggregating in excess of
$250,000,000 (or the foreign currency equivalent thereof) and whose long-term
debt is rated "A" (or such similar equivalent rating) or higher by at least one
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act), (3) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (1)
above entered into with a bank meeting the qualifications described in clause
(2) above, (4) investments in commercial paper, maturing not more than 360 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Company) organized and in existence under the laws of the United States
of America or any foreign country recognized by the United States of America
with a rating at the time as of which any investment therein is made of "P-1"
(or higher) according to Moody's or "A-1" (or higher) according to "S&P", (5)
investments in securities with maturities of six months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory
of the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least "A" by S&P or "A" by Moody's and (6)
investments in money market funds that invest substantially all of their assets
in securities of the types described in clauses (1) through (5) above.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the Closing Date.

            "Total Assets" means the total consolidated assets of the Company
and its Restricted Subsidiaries, as shown on the most recent quarterly balance
sheet of the Company and determined in accordance with GAAP; provided, however,
that, in the case of any Investment made or Indebtedness incurred in reliance on
the provisions based on Total Assets, if such Investment or Indebtedness was
permitted when made or incurred, the Company shall not be deemed to have
violated such provisions solely due to any subsequent decline in Total Assets.

            "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor.

            "Trust Officer" means any officer or assistant officer within the
Corporate Trust Administration of the Trustee or any other officer performing
functions similar to those performed by any of the above-designated officers and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of, and
familiarity with, the particular subject assigned by the Trustee to administer
its corporate trust matters.

            "Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

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

<PAGE>
                                                                              25

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

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

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

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

            (5) either (a) has at least one director on its Board of Directors
      that is not a director or executive officer of the Company or any of its
      Restricted Subsidiaries or (b) has at least one executive officer that is
      not a director or executive officer of the Company or any of its
      Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary
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 preceding
conditions and was permitted by Section 4.04. If, at any time, any Unrestricted
Subsidiary would fail to meet the preceding requirements as an Unrestricted
Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of such Subsidiary shall be
deemed to be incurred by a Restricted Subsidiary of the Company as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under
Section 4.03, the Company shall be in default of such covenant. The Board of
Directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that such designation shall be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of
any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (1) such Indebtedness is permitted under
Section 4.03, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period, and (2) no
Default or Event of Default would be in existence following such designation.

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

<PAGE>
                                                                              26

            "Voting Stock" of any Person as of any date means the Capital Stock
of such Person that is at the time, entitled generally to vote in the election
of the Board of Directors of such Person (without regard to the occurrence of
any contingency).

            "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

            (1) the sum of the products obtained by multiplying (a) the amount
      of each then remaining installment, sinking fund, serial maturity or other
      required payments of principal, including payment at final maturity, in
      respect of the Indebtedness, by (b) the number of years (calculated to the
      nearest one-twelfth) that will elapse between such date and the making of
      such payment;

by:

            (2) the then outstanding principal amount of such Indebtedness.

            "Wholly Owned Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person or by such Person and one or more Wholly Owned
Restricted Subsidiaries of such Person.

                        SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                                                        Defined in
                        Term                              Section
--------------------------------------------------      -----------
<S>                                                     <C>
"Affiliate Transaction"...........................      4.07(a)
"Appendix"........................................      Preamble
"Asset Sale Offer"................................      4.06(d)
"Bankruptcy Law"..................................      6.01
"Change of Control Offer".........................      4.08(b)
"Change of Control Payment".......................      4.08(a)
"Covenant Defeasance".............................      8.01(b)
"Custodian".......................................      6.01
"Definitive Securities"...........................      Appendix A
"Event of Default"................................      6.01
"Excess Proceeds".................................      4.06(d)
"Exchange Securities".............................      Preamble
"Global Securities"...............................      Appendix A
"Guarantee Blockage Notice".......................      12.03(b)
"Guaranteed Obligations"..........................      11.01(a)
"incorporated provision"..........................      13.01
"incur"...........................................      4.03(a)
"Initial Securities"..............................      Preamble
</TABLE>

<PAGE>
                                                                              27

<TABLE>
<CAPTION>
                                                          Defined in
                      Term                                 Section
--------------------------------------------------      --------------
<S>                                                     <C>
"Issue Date"......................................      Appendix A
"Legal Defeasance"................................      8.01(b)
"Legal Holiday"...................................      13.08
"Notice of Default"...............................      6.01
"Offer Amount"....................................      4.06(e)(ii)
"Offer Period"....................................      4.06(e)(ii)
"Original Securities".............................      Preamble
"pay its Note Guarantee"..........................      12.03
"pay the Securities"..............................      10.03(a)
"Paying Agent"....................................      2.04(a)
"Payment Blockage Notice".........................      10.03(a)(ii)
"Payment Default".................................      6.01(f)(i)
"Permitted Debt"..................................      4.03(b)
"protected purchaser".............................      2.08
"Purchase Agreement"..............................      Appendix A
"Purchase Date"...................................      4.06(e)
"Registered Exchange Offer".......................      Appendix A
"Registrar".......................................      2.04(a)
"Registration Agreement"..........................      Appendix A
"Restricted Payments".............................      4.04(a)(iv)
"Securities"......................................      Preamble
"Securities Custodian"............................      Appendix A
"Successor Company"...............................      5.01(a)(iv)(A)
"Transfer-Restricted Security"....................      Appendix A
</TABLE>

            SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

            "Commission" means the SEC.

            "indenture securities" means the Securities and the Guarantees.

            "indenture security holder" means a Holder.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Company, the Note
Guarantors and any other obligor on the indenture securities.

<PAGE>
                                                                              28

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

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

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

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

            (c) "or" is not exclusive;

            (d) the words "including," "includes" and similar words shall be
      deemed to be followed by the words "without limitation";

            (e) words in the singular include the plural and words in the plural
      include the singular;

            (f) unsecured Indebtedness shall not be deemed to be subordinate or
      junior to Secured Indebtedness merely by virtue of its nature as unsecured
      Indebtedness;

            (g) the principal amount of any non-interest-bearing or other
      discount security at any date shall be the principal amount thereof that
      would be shown on a balance sheet of the issuer dated such date prepared
      in accordance with GAAP; and

            (h) the principal amount of any Preferred Stock shall be (i) the
      maximum liquidation value of such Preferred Stock or (ii) the maximum
      mandatory redemption or mandatory repurchase price (not including, in
      either case, any redemption or repurchase premium) with respect to such
      Preferred Stock, whichever is greater.

                                   ARTICLE II

                                 The Securities

            SECTION 2.01. Amount of Securities; Issuable in Series. The
aggregate principal amount of Securities that may be authenticated and delivered
under this Indenture is unlimited. The Securities may be issued in one or more
series. All Securities of any one series shall be substantially identical except
as to denomination.

            With respect to any Additional Securities issued after the Closing
Date (except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities pursuant to
Section 2.07, 2.08, 2.09, 2.10 or 3.06 or the Appendix), there shall be (a)
established in or pursuant to a resolution of the

<PAGE>
                                                                              29

Board of Directors of the Company and (b)(i) set forth or determined in the
manner provided in an Officers' Certificate prior to the issuance of such
Additional Securities or (ii) established in one or more indentures supplemental
hereto, prior to the issuance of such Additional Securities:

            (1) whether such Additional Securities shall be issued as part of a
new or existing series of Securities and the title of such Additional Securities
(which shall distinguish the Additional Securities of the series from Securities
of any other series);

            (2) the aggregate principal amount of such Additional Securities
which may be authenticated and delivered under this Indenture, which may be in
an unlimited aggregate principal amount;

            (3) the issue price and issuance date of such Additional Securities,
including the date from which interest on such Additional Securities shall
accrue; provided, however, that Additional Securities may be issued only if they
are fungible with the other Securities issued under this Indenture for U.S.
federal income tax purposes;

            (4) if applicable, that such Additional Securities shall be issuable
in whole or in part in the form of one or more Global Securities and, in such
case, the respective depositaries for such Global Securities, the form of any
legend or legends which shall be borne by such Global Securities in addition to
or in lieu of those set forth in Exhibit A hereto and any circumstances in
addition to or in lieu of those set forth in Section 2.3 of the Appendix in
which any such Global Security may be exchanged in whole or in part for
Additional Securities registered, or any transfer of such Global Security in
whole or in part may be registered, in the name or names of Persons other than
the depositary for such Global Security or a nominee thereof; and

            (5) if applicable, that such Additional Securities shall not be
issued in the form of Original Securities as set forth in Exhibit A, but shall
be issued in the form of Exchange Securities as set forth in Exhibit B.

            If any of the terms of any Additional Securities are established by
action taken pursuant to a resolution of the Board of Directors of the Company,
a copy of an appropriate record of such action shall be certified by the
Secretary or any Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of the Officers' Certificate or the indenture
supplemental hereto setting forth the terms of the Additional Securities.

            SECTION 2.02. Form and Dating. Provisions relating to the Original
Securities, the Additional Securities and the Exchange Securities are set forth
in the Appendix, which is hereby incorporated in and expressly made a part of
this Indenture. The (a) Original Securities and the Trustee's certificate of
authentication and (b) Additional Securities (if issued as Transfer-Restricted
Securities), if any, and the Trustee's certificate of authentication shall each
be substantially in the form of Exhibit A hereto, which is hereby incorporated
in and expressly made a part of this Indenture. The

<PAGE>
                                                                              30

Exchange Securities and the Additional Securities issued other than as
Transfer-Restricted Securities, if any, and the Trustee's certificate of
authentication shall each be substantially in the form of Exhibit B hereto,
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company or any Note Guarantor is subject,
if any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Company and is furnished to the Trustee in writing). Each
Security shall be dated the date of its authentication. The Securities shall be
issuable only in registered form without interest coupons and only in
denominations of $1,000 and integral multiples thereof.

            The Initial Securities and the Exchange Securities shall vote and
consent together on all matters (as to which any of the Securities may vote or
consent) as one class and shall be treated as a single class of Securities
issued under this Indenture.

            SECTION 2.03. Execution and Authentication. One Officer shall sign
the Securities for the Company by manual or facsimile signature.

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

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

            The Trustee shall authenticate and make available for delivery
Securities as set forth in the Appendix.

            The Trustee may appoint an authenticating agent reasonably
acceptable to, and at the expense of, the Company to authenticate the
Securities. Any such appointment shall be evidenced by an instrument signed by a
Trust Officer, a copy of which shall be furnished to the Company. 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 Registrar, Paying Agent or agent
for service of notices and demands.

            SECTION 2.04. Registrar and Paying Agent. (a) The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more additional Paying Agents. The term "Paying Agent"
includes any additional Paying Agent. The Company initially appoints the Trustee
as (i) Registrar and Paying Agent in connection with the Securities and (ii) the
Securities Custodian with respect to the Global Securities.

<PAGE>
                                                                              31

            (b) The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions
of this Indenture that relate to such agent. The Company shall notify the
Trustee of the name and address of any such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.07. The
Company or any of its domestically organized Wholly Owned Subsidiaries may act
as Paying Agent or Registrar.

            (c) The Company may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (i) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as Registrar or Paying Agent until the appointment of a
successor in accordance with clause (i) above. The Registrar or any Paying Agent
may resign at any time upon written notice to the Company and the Trustee.

            SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to each due
date of the principal of and interest, including additional interest, if any, on
any Security, the Company shall deposit with the Paying Agent (or if the Company
or a Wholly Owned Subsidiary is acting as Paying Agent, segregate and hold in
trust for the benefit of the Persons entitled thereto) a sum sufficient to pay
such principal, interest, including additional interest and premium, if any,
when so becoming due. The Company shall require each Paying Agent (other than
the Trustee) to agree in writing that the Paying Agent shall hold in trust for
the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of and interest and premium, including additional interest,
if any, on the Securities, and shall notify the Trustee of any default by the
Company in making any such payment. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent. Upon complying with this Section 2.05, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

            SECTION 2.06. Holder Lists. The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders. If the Trustee is not the Registrar, the Company
shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at
least five Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Holders.

            SECTION 2.07. Transfer and Exchange. The Securities shall be issued
in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer and in compliance with the Appendix. When
a Security is

<PAGE>
                                                                              32

presented to the Registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if its requirements therefor are met.
When Securities are presented to the Registrar with a request to exchange them
for an equal principal amount of Securities of other denominations, the
Registrar shall make the exchange as requested. Every Security presented or
surrendered for registration of transfer or for exchange shall be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company, the Trustee and the Registrar and duly executed by the Holder
thereof or his or her attorney duly authorized in writing. To permit
registration of transfers and exchanges, the Company shall execute and the
Trustee shall authenticate Securities at the Registrar's request. The Company
may require payment of a sum sufficient to pay all taxes, assessments or other
governmental charges in connection with any transfer or exchange pursuant to
this Section 2.07. The Company shall not be required to make and the Registrar
need not register transfers or exchanges of Securities selected for redemption
(except, in the case of Securities to be redeemed in part, the portion thereof
not to be redeemed) or any Securities for a period of 15 days before a selection
of Securities to be redeemed or between a record date and the next succeeding
interest payment date.

            Prior to the due presentation for registration of transfer of any
Security, the Company, the Note Guarantors, the Trustee, the Paying Agent and
the Registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to paragraph 2 of the Securities) interest,
if any, and premium and additional interest, if any, on such Security and for
all other purposes whatsoever, whether or not such Security is overdue, and none
of the Company, any Note Guarantor, the Trustee, the Paying Agent or the
Registrar shall be affected by notice to the contrary.

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

            All Securities issued upon any transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

            SECTION 2.08. Replacement Securities. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a)
notifies the Company or the Trustee in writing within a reasonable time after
such Holder has notice of such loss, destruction or wrongful taking and the
Registrar does not register a transfer prior to receiving such notification and
(b) makes such request to the Company or the Trustee prior to the Security being
acquired by a protected purchaser as defined in Section 8-303 of the

<PAGE>
                                                                              33

Uniform Commercial Code (a "protected purchaser"). Such Holder shall furnish an
indemnity bond or other security as may be required by the Company and the
Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar
from any loss that any of them may suffer if a Security is replaced. The Company
and the Trustee may charge the Holder for their expenses in replacing a Security
(including the reasonable fees and expenses of their counsel). In the event any
such mutilated, lost, destroyed or wrongfully taken Security has become or is
about to become due and payable, the Company in its discretion may pay such
Security instead of issuing a new Security in replacement thereof.

            Every replacement Security is an additional obligation of the
Company.

            The provisions of this Section 2.08 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, lost, destroyed or wrongfully taken
Securities.

            SECTION 2.09. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancelation and those described in this Section
2.09 as not outstanding. Subject to Section 13.06, a Security does not cease to
be outstanding because the Company or an Affiliate of the Company holds the
Security.

            If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a protected purchaser.

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal, interest, including additional interest and premium, if any,
payable on that date with respect to the Securities (or portions thereof) to be
redeemed or maturing, as the case may be, then on and after that date such
Securities (or portions thereof) cease to be outstanding and interest on them
ceases to accrue.

            SECTION 2.10. Temporary Securities. In the event that Definitive
Securities are to be issued under the terms of this Indenture, until such
Definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Definitive
Securities and deliver them in exchange for temporary Securities upon surrender
of such temporary Securities at the office or agency of the Company, without
charge to the Holder.

            SECTION 2.11. Cancelation. The Company at any time may deliver
Securities to the Trustee for cancelation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered

<PAGE>
                                                                              34

for registration of transfer, exchange, payment or cancelation and shall dispose
of canceled Securities in accordance with its customary procedures or deliver
canceled Securities to the Company pursuant to written direction by an Officer.
The Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancelation. The Trustee shall not
authenticate Securities in place of canceled Securities other than pursuant to
the terms of this Indenture.

            SECTION 2.12. Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay the defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner. The Company may pay the defaulted interest to the Persons who are
Holders on a subsequent special record date. The Company shall fix or cause to
be fixed any such special record date and payment date and shall promptly mail
or cause to be mailed to each Holder a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid.

            SECTION 2.13. CUSIP and ISIN Numbers. The Company in issuing the
Securities may use "CUSIP" and "ISIN" numbers (if then generally in use), and,
if so, the Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption
as a convenience to Holders; provided, however, that any such notice may 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 a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the CUSIP number.

                                   ARTICLE III

                                   Redemption

            SECTION 3.01. Notices to Trustee. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date and the principal amount of Securities
to be redeemed.

            The Company shall give each notice to the Trustee provided for in
this Section 3.01 at least 45 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate from the Company to the effect that such redemption will comply with
the conditions herein. Any such notice may be canceled at any time prior to
notice of such redemption being mailed to any Holder and shall thereby be void
and of no effect.

            SECTION 3.02. Selection of Securities To Be Redeemed. If fewer than
all the Securities are to be redeemed, the Trustee shall select the Securities
(or portions thereof) for redemption as follows: (a) if the Securities are
listed on any national securities exchange, in compliance with the requirements
of the principal national securities exchange on which the Securities are listed
or (b) if the Securities are not listed on any national securities exchange, on
a pro rata basis, by lot or by such method as the

<PAGE>
                                                                              35

Trustee deems fair and appropriate. The Trustee shall make the selection from
outstanding Securities not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities that have
denominations larger than $1,000. Securities and portions of them the Trustee
selects shall be in amounts of $1,000 or a whole multiple of $1,000. Provisions
of this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption. The Trustee shall notify the
Company promptly of the method it has chosen for the selection of Securities or
portions of Securities to be called for redemption.

            SECTION 3.03. Notice of Redemption. (a) At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed at such Holder's registered address.

            The notice shall identify the Securities to be redeemed and shall
state:

            (i) the redemption date;

            (ii) the redemption price (including any premium) and the amount of
      accrued and unpaid interest, including additional interest, if any, to the
      redemption date;

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

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

            (v) if fewer than all the outstanding Securities are to be redeemed,
      the certificate numbers and principal amounts of the particular Securities
      to be redeemed;

            (vi) that, unless the Company defaults in making such redemption
      payment or the Paying Agent is prohibited from making such payment
      pursuant to the terms of this Indenture, interest on Securities (or
      portion thereof) called for redemption ceases to accrue on and after the
      redemption date;

            (vii) the CUSIP or ISIN number, if any, printed on the Securities
      being redeemed; and

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

            (b) At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.03 in the Officers' delivered pursuant to Section 3.01.

<PAGE>
                                                                              36

            SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued and unpaid interest, including
additional interest, if any, to the redemption date; provided, however, that if
the redemption date is after a regular record date and on or prior to the
interest payment date, the accrued and unpaid interest, including additional
interest, if any, shall be payable to the Holder of the redeemed Securities
registered on the relevant record date. Failure to give notice or any defect in
the notice to any Holder shall not affect the validity of the notice to any
other Holder.

            SECTION 3.05. Deposit of Redemption Price. Prior to 10:00 a.m., New
York City time, on the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or a Wholly Owned Subsidiary is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the redemption
price of and accrued and unpaid interest, including additional interest, if any,
on all Securities or portions thereof to be redeemed on that date other than
Securities or portions of Securities called for redemption that have been
delivered by the Company to the Trustee for cancelation. Concurrently with such
deposit, the Company shall deliver an Officers' Certificate and an Opinion of
Counsel to the effect that the redemption complies with the conditions contained
in this Indenture. On and after the redemption date, interest, including
additional interest, if any, shall cease to accrue on Securities or portions
thereof called for redemption so long as the Company has deposited with the
Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid
interest, including additional interest, if any, on, the Securities to be
redeemed, unless the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture.

            SECTION 3.06. Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

                                   ARTICLE IV

                                    Covenants

            SECTION 4.01. Payment of Securities. The Company shall promptly pay
the principal of, premium, if any, and interest, including additional interest,
if any, on the Securities on the dates and in the manner provided in the
Securities and in this Indenture. Principal, interest and premium and additional
interest, if any, shall be considered paid on the date due if on such date the
Trustee or the Paying Agent holds in accordance with this Indenture money
sufficient to pay all principal and interest then due and the Trustee or the
Paying Agent, as the case may be, is not prohibited from paying such money to
the Holders on that date pursuant to the terms of this Indenture.

<PAGE>
                                                                              37

            The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

            SECTION 4.02. Reports. (a) Whether or not required by the SEC, so
long as any Original Securities are outstanding, the Company shall furnish to
the Trustee and Holders, within the time periods specified in the SEC's rules
and regulations, (i) all quarterly and annual financial information that would
be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
the Company were required to file such forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report on the annual financial
statements by the Company's certified independent accountants and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports. In addition, if at any time
Holdings becomes a Note Guarantor of the Securities and complies with the
requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any
successor provision), the reports, information and other documents required to
be filed and furnished to Holders pursuant to this Section 4.02 may, at the
option of the Company, be filed by and be those of Holdings rather than the
Company until such time as Holdings ceases to be a Guarantor.

            Following the consummation of the exchange offer contemplated by the
Registration Agreement, the Company shall, whether or not required by the SEC,
file a copy of all of the information and reports referred to in clauses (i) and
(ii) above with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless the SEC will not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request.

            (b) The Company and its Restricted Subsidiaries shall, for so long
as any Original Securities remain outstanding, furnish to the Trustee, Holders
and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

            (c) The Company shall comply with the other provisions of Section
314(a) of the TIA.

            SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance
of Preferred Stock. (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt) and will not permit any of its Restricted
Subsidiaries that are not Note Guarantors to issue any shares of preferred
stock; provided, however, that the Company or any Note Guarantor may incur
Indebtedness (including Acquired Debt) and any Restricted Subsidiary may issue
preferred stock and incur Acquired Debt, if the Fixed Charge Coverage Ratio for
the Company's most recently ended four full fiscal quarters for which
consolidated financial statements are available immediately preceding the date
on which such additional Indebtedness is incurred or such preferred stock is
issued would have been at least 2.0 to

<PAGE>
                                                                              38

1, determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period.

            (b) Notwithstanding Section 4.03(a), the Company and its Restricted
Subsidiaries may incur the following items of Indebtedness (collectively,
"Permitted Debt"):

            (i) the incurrence by the Company or any Note Guarantor of
      Indebtedness and letters of credit under Credit Facilities, in an
      aggregate principal amount at any one time outstanding under this clause
      (i) (with letters of credit being deemed to have a principal amount equal
      to the face amount thereof) not to exceed (x) $185.0 million or (y) if the
      Aurora Acquisition has been consummated, $700.0 million less, in the case
      of clauses (x) and (y),

                  (A) the aggregate amount of all Net Proceeds of Asset Sales
            applied by the Company or any of its Restricted Subsidiaries since
            the Closing Date to repay term Indebtedness under a Credit Facility
            or to repay revolving credit Indebtedness and effect a corresponding
            commitment reduction thereunder, in each case, pursuant to Section
            4.06 and less

                  (B) the amount of Indebtedness incurred and outstanding in
            connection with a Qualified Receivables Transaction pursuant to
            Section 4.03(b)(xiii);

            (ii) the incurrence by the Company of Existing Indebtedness;

            (iii) the incurrence by the Company of Indebtedness represented by
      the Securities to be issued on the Closing Date and the Exchange
      Securities to be issued pursuant to this Indenture and the Registration
      Agreement and the incurrence by any Note Guarantor of Indebtedness
      represented by any Guarantee related to the Securities or the Exchange
      Securities;

            (iv) the incurrence by the Company or any Note Guarantor of
      Indebtedness represented by Capital Lease Obligations, mortgage financings
      or purchase money obligations (including borrowings under a Credit
      Facility) or Acquired Debt, in each case, incurred for the purpose of
      financing all or any part of the purchase price or cost of construction,
      development, maintenance, upgrade or improvement of property, plant,
      equipment or assets (in each case whether through the direct purchase of
      assets or through the purchase of Capital Stock of the Person owning such
      assets) used in the business of the Company or such Restricted Subsidiary,
      in an aggregate principal amount, including all Permitted Refinancing
      Indebtedness incurred to refund, refinance or replace any Indebtedness
      incurred pursuant to this clause (iv), not to exceed, at any time
      outstanding, the greater of (x) $15.0 million and (y) 2.0% of Total
      Assets;

<PAGE>
                                                                              39

            (v) the incurrence by the Company or any Note Guarantor of Permitted
      Refinancing Indebtedness in exchange for, or the net proceeds of which are
      used to refund, refinance or replace Indebtedness (other than intercompany
      Indebtedness) that was permitted by Section 4.03(a) or clause (ii), (iii),
      (iv), (v) or (xv) of this Section 4.03(b);

            (vi) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Restricted Subsidiaries (other than a Receivables Subsidiary);
      provided, however, that:

                  (A) if the Company or any Note Guarantor is the obligor on
            such Indebtedness, such Indebtedness must be expressly subordinated
            to the prior payment in full in cash of all Obligations with respect
            to the Securities, in the case of the Company, or the guarantee, in
            the case of a Note Guarantor; and

                  (B) (i) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Company or a Restricted Subsidiary of the
            Company and (ii) any sale or other transfer of any such Indebtedness
            to a Person that is not either the Company or a Restricted
            Subsidiary of the Company; shall be deemed, in each case, to
            constitute an incurrence of such Indebtedness by the Company or such
            Restricted Subsidiary, as the case may be, that was not permitted by
            this clause (vi);

            (vii) shares of preferred stock of a non-Note Guarantor Restricted
      Subsidiary issued to the Company or another Restricted Subsidiary;
      provided that any subsequent transfer of any Equity Interests or any other
      event which results in any such Restricted Subsidiary ceasing to be a
      Restricted Subsidiary or any other subsequent transfer of any such shares
      of preferred stock (except to the Company or any other Restricted
      Subsidiary) shall be deemed, in each case, to be an issuance of preferred
      stock;

            (viii) the incurrence by the Company or any Note Guarantor of
      Hedging Obligations in the ordinary course of business or as may be
      required in connection with any Senior Debt and not for speculative
      purposes;

            (ix) the guarantee by the Company or any Note Guarantor of
      Indebtedness of the Company or a Note Guarantor that was permitted to be
      incurred by another provision of this Section 4.03;

            (x) Indebtedness of the Company or any of its Restricted
      Subsidiaries in respect of workers' compensation claims, self-insurance
      obligations, indemnities, performance bonds, bankers' acceptances, letters
      of credit and surety, appeal or similar bonds provided by the Company or
      any of its Restricted Subsidiaries in

<PAGE>
                                                                              40

      the ordinary course of business and, in any such case, any reimbursement
      obligations in connection therewith;

            (xi) Indebtedness of the Company or any Restricted Subsidiary to the
      extent the net proceeds thereof are promptly deposited to defease all
      outstanding Securities in full as described in Sections 8.01 and 8.02;

            (xii) contingent liabilities arising out of endorsements of checks
      and other negotiable instruments for deposit or collection or overdraft
      protection in the ordinary course of business;

            (xiii) the incurrence by a Receivables Subsidiary of Indebtedness in
      a Qualified Receivables Transaction; provided that such Indebtedness is
      non-recourse to the Company or any of its Restricted Subsidiaries (except
      to the extent of customary representations, warranties, covenants and
      indemnities entered into in connection with a Qualified Receivables
      Transaction);

            (xiv) obligations of the Company and its Restricted Subsidiaries
      arising from agreements of the Company or a Restricted Subsidiary
      providing for indemnification, adjustment of purchase price or similar
      obligations, in each case incurred or assumed in connection with the
      disposition of any business, assets or a Subsidiary of the Company in
      accordance with the terms of this Indenture, other than Guarantees by the
      Company or any Restricted Subsidiary of the Company of Indebtedness
      incurred by any Person acquiring all or any portion of such business,
      assets or a Subsidiary of the Company for the purpose of financing such
      acquisition; provided, however, that the maximum aggregate liability in
      respect of all such obligations shall not exceed the gross proceeds,
      including the fair market value as determined in good faith by a majority
      of the Board of Directors of the Company of non-cash proceeds (the fair
      market value of such non-cash proceeds being measured at the time it is
      received and without giving effect to any subsequent changes in value),
      actually received by the Company and its Restricted Subsidiaries in
      connection with such disposition;

            (xv) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness, the issuance by the Company of
      Disqualified Stock or the issuance by a Restricted Subsidiary of preferred
      stock in an aggregate principal amount or liquidation preference at any
      time outstanding, including all Permitted Refinancing Indebtedness
      incurred to refund, refinance or replace any Indebtedness, Disqualified
      Stock or preferred stock incurred pursuant to this clause (xv), not to
      exceed $15.0 million or, if the Aurora Acquisition has been consummated,
      $30.0 million; and

            (xvi) Indebtedness of Foreign Subsidiaries not to exceed $5.0
      million or, if the Aurora Acquisition has been consummated, $10.0 million.

            (c) For purposes of determining compliance with this Section 4.03,
in the event that an item of proposed Indebtedness meets the criteria of more
than one of the

<PAGE>
                                                                              41

categories of Permitted Debt described in clauses (i) through (xvi) above, or is
entitled to be incurred pursuant to Section 4.03(a) hereof, the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.03. Indebtedness under Credit Facilities
outstanding on the date on which Securities are first issued and authenticated
under this Indenture shall initially be deemed to have been incurred pursuant to
clause (i) of the definition of Permitted Debt. Indebtedness permitted by this
Section 4.03 need not be permitted 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 4.03 permitting such Indebtedness.

            (d) The accrual of interest, the accretion or amortization of
original issue discount, the payment of interest and dividends on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment or accrual of dividends on Disqualified Stock or preferred stock in the
form of additional shares of the same class of Disqualified Stock or preferred
stock shall not be deemed to be an incurrence of Indebtedness or an issuance of
Disqualified Stock or preferred stock for purposes of this Section 4.03.

            SECTION 4.04. Limitation on Restricted Payments. (a) The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:

            (i) declare or pay any dividend on, or make any other payment or
      distribution on account of, the Company's or any of its Restricted
      Subsidiaries' Equity Interests (including any payment in connection with
      any merger or consolidation involving the Company or any of its Restricted
      Subsidiaries) to the direct or indirect holders of the Company's or any of
      its Restricted Subsidiaries' Equity Interests in their capacity as such
      (in each case, other than dividends or distributions payable (a) in Equity
      Interests (other than Disqualified Stock) of the Company or (b) to the
      Company or another Restricted Subsidiary (and, if such Restricted
      Subsidiary has shareholders other than the Company or other Restricted
      Subsidiaries, to its other shareholders on a pro rata basis);

            (ii) purchase, redeem or otherwise acquire or retire for value
      (including in connection with any merger or consolidation involving the
      Company) any Equity Interests of the Company or any direct or indirect
      parent of the Company held by Persons other than the Company or a
      Restricted Subsidiary of the Company;

            (iii) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness that is
      subordinated to the Securities or the Guarantees, except a payment of
      interest or principal at the Stated Maturity thereof (other than:

                  (A) the purchase, repurchase or other acquisition of any such
            subordinated Indebtedness purchased in anticipation of satisfying a
            sinking fund obligation, principal installment or final maturity, in
            each case due within one year of the date of acquisition, and

<PAGE>
                                                                              42

                  (B) intercompany Indebtedness described in Section
            4.03(b)(vi)); or

            (iv) make any Restricted Investment (all such payments and other
      actions set forth in these clauses (i) through (iv) being collectively
      referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

            (A) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

            (B) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable four-quarter period, have
      been permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Fixed Charge Coverage Ratio test set forth in Section 4.03(a); and

            (C) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries after the Closing Date (excluding Restricted Payments
      permitted by clauses (ii), (iii), (iv), (vi), (vii), (ix), (x) and (xi) of
      Section 4.04(b)), is less than the sum, without duplication, of:

                  (1) 50% of the Consolidated Net Income of the Company for the
            period (taken as one accounting period) from November 1, 2003 to the
            end of the Company's most recently ended fiscal quarter for which
            consolidated financial statements of the Company are available at
            the time of such Restricted Payment (or, if such Consolidated Net
            Income for such period is a deficit, less 100% of such deficit),
            plus

                  (2) 100% of the aggregate Net Cash Proceeds and the fair
            market value of any property (other than cash) used or useful in a
            Permitted Business, in each case received by the Company subsequent
            to the Closing Date (i) as a contribution to its common equity
            capital or (ii) from the issue or sale of Equity Interests of the
            Company (other than Disqualified Stock) or (iii) as a result of the
            issue or sale after the Closing Date of convertible or exchangeable
            Disqualified Stock or convertible or exchangeable debt securities of
            the Company or any Restricted Subsidiary of the Company that have
            been converted into or exchanged for such Equity Interests (other
            than Equity Interests (or Disqualified Stock or debt securities)
            sold to a Subsidiary of the Company), except any Net Cash Proceeds
            that have been utilized for any other purpose under this Section
            4.04 (other than pursuant to clause (xii) below), plus

                  (3) 100% of the fair market value of any Permitted Business
            (including Capital Stock of a Permitted Business that is or becomes
            a Restricted Subsidiary) received by the Company or a Restricted

<PAGE>
                                                                              43

            Subsidiary of the Company as consideration for the issuance by the
            Company subsequent to the Closing Date of Capital Stock (other than
            Disqualified Stock) of the Company or as a contribution to the
            common equity capital of the Company, plus

                  (4) to the extent that the Company or a Restricted Subsidiary
            of the Company receives cash in respect of any Restricted Investment
            that was made subsequent to the Closing Date, the lesser of (i) the
            amount of cash received with respect to such Restricted Investment
            (less the cost of disposition, if any) and (ii) the initial amount
            of such Restricted Investment, plus

                  (5) to the extent that, after the Closing Date, any
            Unrestricted Subsidiary of the Company is redesignated as a
            Restricted Subsidiary or has been merged, consolidated or
            amalgamated with or into, or transfers or conveys its assets to, or
            is liquidated into, the Company or a Restricted Subsidiary, the
            lesser of (x) the fair market value of the Company's Investment in
            such Subsidiary as of the date of such redesignation and (y) such
            fair market value as of the date on which such Subsidiary was
            originally designated as an Unrestricted Subsidiary, plus

                  (6) 100% of any dividends, interest on Indebtedness,
            repayments of loans or advances or other transfers of assets
            received by the Company or any of its Restricted Subsidiaries after
            the Closing Date from an Unrestricted Subsidiary of the Company, the
            Investment in which Unrestricted Subsidiary was made solely based on
            clause (15) of the definition of "Permitted Investments," to the
            extent that such dividends, payments, repayments or transfers were
            not otherwise included in the Consolidated Net Income of the Company
            for such period.

            (b) The provisions of Section 4.04(a) shall not prohibit:

            (i) the payment of any dividend or other distribution within 60 days
      after the date of declaration thereof, if at the date of declaration the
      dividend payment or other distribution would have complied with the
      provisions of this Indenture;

            (ii) the making of any Restricted Payment with the Net Cash Proceeds
      of a substantially concurrent sale (other than to a Restricted Subsidiary
      of the Company) of Equity Interests of the Company (other than
      Disqualified Stock) or contribution to the common equity capital of the
      Company to the extent not previously utilized for any other purpose under
      this Section 4.04; provided, however, that the Net Cash Proceeds from such
      sale or capital contribution applied in the manner set forth in this
      clause (ii) shall be excluded from the calculation of amounts under
      Section 4.04 (a)(iii)(B) above;

            (iii) the redemption, repurchase, defeasance or other acquisition of
      subordinated Indebtedness of the Company or any Restricted Subsidiary of
      the

<PAGE>
                                                                              44

      Company, in exchange for, or with the net cash proceeds from a
      substantially concurrent issuance or sale of, Permitted Refinancing
      Indebtedness;

            (iv) the payment of any dividend by a Restricted Subsidiary of the
      Company to the holders of its Equity Interests on a pro rata basis;

            (v) the payment of dividends, other distributions or amounts to
      Holdings in amounts equal to the amounts expended by Holdings or CEH to
      purchase, repurchase, retire or otherwise acquire for value Equity
      Interests of Holdings owned by employees, former employees, directors,
      former directors, consultants or former consultants of Holdings, the
      Company or any of its Subsidiaries (or permitted transferees, assigns,
      estates or heirs of such employees, former employees, directors, former
      directors, consultants or former consultants); provided, however, that the
      aggregate amount paid, loaned or advanced to Holdings pursuant to this
      clause (v) shall not, in the aggregate, exceed $5.0 million per fiscal
      year of the Company (with amounts not used in any fiscal year carried
      forward to the next two fiscal years and no further), plus the net
      proceeds of any key-person life insurance received by the Company after
      the Closing Date, plus amounts contributed by Holdings to the common
      equity capital of the Company after the closing date as a result of the
      sale of Capital Stock (other than Disqualified Stock) to employees,
      officers, directors and consultants to the extent not previously utilized
      for any other purpose under this Section 4.04;

            (vi) the payment of any dividends, distributions or other advances
      by the Company to Holdings to permit Holdings and CEH to pay franchise
      taxes and other fees and expenses required to maintain its existence and
      to provide for all other actual operating costs of Holdings and CEH,
      including in respect of director fees and expenses, administrative, legal
      and accounting services, of up to $1.5 million per fiscal year;

            (vii) the repurchase of Capital Stock deemed to occur upon exercise
      of stock options, warrants or other convertible securities to the extent
      the shares of such Capital Stock represent a portion of the exercise price
      of such options, warrants or convertible securities;

            (viii) the declaration and payment of dividends or distributions to
      holders of any class or series of Disqualified Stock of the Company or
      preferred stock of its Restricted Subsidiaries issued after the Closing
      Date pursuant to Section 4.03;

            (ix) any payments made, or the performance of any of the
      transactions contemplated, in connection with the Merger and the financing
      thereof and described in the Offering Memorandum under the headings
      "Management" and "Certain relationships and related transactions";

            (x) so long as no Default has occurred and is continuing or would be
      caused thereby, any redemption, repurchase, retirement, defeasance or
      other acquisition for value of Disqualified Stock of the Company or a
      Restricted

<PAGE>
                                                                              45

      Subsidiary made by exchange for, or out of the net cash proceeds of the
      substantially concurrent sale of, Disqualified Stock of the Company or
      such Restricted Subsidiary, as the case may be; provided that such new
      Disqualified Stock is issued pursuant to Section 4.03;

            (xi) payments, whether in the form of cash dividends or other
      distributions on the Company's Capital Stock or otherwise, used to fund
      the payment of fees and expenses owed by the Company or its Restricted
      Subsidiaries to Affiliates to the extent (A) permitted by Section 4.07 and
      (B) not covered in the last paragraph of this Section 4.04;

            (xii) any purchase, redemption, defeasance or other acquisition or
      retirement for value of subordinated Indebtedness upon a Change of Control
      or an Asset Sale to the extent required by the indentures or other
      agreements pursuant to which such subordinated Indebtedness was issued,
      but only if the Company (A) in the case of a Change of Control, has made
      an offer to repurchase the Securities pursuant to Section 4.08 hereof or
      (B) in the case of an Asset Sale, has applied the Net Proceeds from such
      Asset Sale pursuant to Section 4.06 hereof;

            (xiii) payments pursuant to any tax allocation agreement
      contemplated by Section 4.07(b)(vi);

            (xiv) so long as no Default has occurred and is continuing or would
      be caused thereby, the payment of dividends on the Company's common stock
      (or dividends, distributions or advances to Holdings or any other direct
      or indirect parent of the Company to allow Holdings or such other direct
      or indirect parent to pay dividends on its common stock), following the
      first public offering of the Company's common stock (or of Holdings' or
      such other direct or indirect parent's common stock, as the case may be)
      after the Closing Date, of, whichever is earlier, (A) in the case of the
      first public offering of the Company's common stock, up to 6% per annum of
      the Net Cash Proceeds received by the Company in such public offering or
      (B) in the case of the first public offering of Holdings' or such other
      direct or indirect parent's common stock, up to 6% per annum of the amount
      contributed by Holdings (or contributed directly or indirectly by such
      other direct or indirect parent, as the case may be) to the Company from
      the Net Cash Proceeds received by Holdings or such other direct or
      indirect parent in such public offering; or

            (xv) so long as no Default has occurred and is continuing or would
      be caused thereby, other Restricted Payments in an aggregate amount not to
      exceed $12.0 million or, if the Aurora Acquisition has been consummated,
      $25.0 million, in each case since the Closing Date.

            (c) The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or

<PAGE>
                                                                              46

securities that are required to be valued by this Section 4.04 shall be
determined by the Company's Board of Directors, whose determination with respect
thereto shall be conclusive, and evidenced by a resolution of the Board of
Directors of the Company to be delivered to the Trustee. For the avoidance of
doubt, the transactions contemplated by the Merger Agreement, the Credit
Agreement, the Purchase Agreement, the Registration Agreement and the members'
agreement and the management and fee agreements described in the Offering
Memorandum are addressed in Section 4.07 and shall not be considered to be
Restricted Payments.

            SECTION 4.05. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. (a) The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create or
permit to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to:

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

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

            (iii) transfer any of its properties or assets to the Company or any
      of its Restricted Subsidiaries.

            (b) The preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

            (i) agreements governing Existing Indebtedness as in effect on the
      Closing Date and any amendments, modifications, restatements, renewals,
      increases, extensions, supplements, refundings, replacements or
      refinancings of any of the foregoing, provided that the amendments,
      modifications, restatements, renewals, increases, extensions, supplements,
      refundings, replacement or refinancings of such instrument are not
      materially more restrictive, taken as a whole, with respect to such
      dividend and other payment restrictions than those contained in such
      agreement on the Closing Date;

            (ii) Credit Facilities;

            (iii) this Indenture, the Securities and the Guarantees;

            (iv) applicable law or any applicable rule or regulation;

            (v) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries as in
      effect at the time of such acquisition (except to the extent such
      Indebtedness or Capital Stock was incurred in connection with or in
      contemplation of such acquisition), which

<PAGE>
                                                                              47

      encumbrance or restriction 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, provided that, in the case of
      Indebtedness, such Indebtedness was permitted by the terms of this
      Indenture to be incurred;

            (vi) customary non-assignment provisions in leases, licenses or
      similar contracts entered into in the ordinary course of business or that
      restrict the subletting, assignment or transfer of any property or asset
      that is subject to a lease, license or similar contract;

            (vii) restrictions encumbering property at the time such property
      was acquired by the Company or any of its Restricted Subsidiaries, so long
      as such encumbrance or restriction relates solely to the property so
      acquired;

            (viii) any agreement for the sale or other disposition of a
      Restricted Subsidiary or the assets of a Restricted Subsidiary pending the
      sale or other disposition of such assets or Restricted Subsidiary;

            (ix) Permitted Refinancing Indebtedness, provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are not materially more restrictive, taken as a
      whole, than those contained in the agreements governing the Indebtedness
      being refinanced;

            (x) Liens securing Indebtedness otherwise permitted to be incurred
      pursuant to Sections 4.13 and 4.03 that limit the right of the debtor to
      dispose of or transfer the assets subject to such Liens;

            (xi) any transfer of, agreement to transfer, or option or right with
      respect to, any property or assets of the Company or any Restricted
      Subsidiary not otherwise prohibited by this Indenture;

            (xii) provisions with respect to the disposition or distribution of
      assets or property and other customary provisions in joint venture
      agreements, asset sale agreements, stock sale agreements and other similar
      agreements entered into in the ordinary course of business;

            (xiii) restrictions on cash or other deposits or net worth imposed
      by customers under contracts entered into in the ordinary course of
      business;

            (xiv) Indebtedness permitted to be incurred pursuant to Section
      4.03(b)(iv) for property acquired in the ordinary course of business that
      only imposes encumbrances or restrictions on the property so acquired;

            (xv) net worth provisions in leases and other agreements entered
      into by the Company or any Restricted Subsidiary in the ordinary course of
      business;

<PAGE>
                                                                              48

            (xvi) Indebtedness or other contractual requirements of a
      Receivables Subsidiary in connection with a Qualified Receivables
      Transaction, provided that such restrictions apply only to such
      Receivables Subsidiary; and

            (xvii) agreements governing Indebtedness permitted to be incurred
      pursuant to Section 4.03, provided that the provisions relating to such
      encumbrance or restriction contained in such Indebtedness, taken as a
      whole, are not materially more restrictive to the Company, as determined
      by the Board of Directors of the Company in their reasonable and good
      faith judgment, than the provisions contained in the Credit Agreement or
      this Indenture as in effect on the Closing Date.

            SECTION 4.06. Limitation on Asset Sales. (a) The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, consummate an Asset
Sale unless:

            (i) the Company (or such Restricted Subsidiary, as the case may be)
      receives consideration (including by way of relief from, or by any other
      person assuming sole responsibility for, any liabilities, contingent or
      otherwise) at the time of such Asset Sale at least equal to the fair
      market value of the assets or Equity Interests issued or sold or otherwise
      disposed of; and

            (ii) at least 75% of the consideration received in such Asset Sale
      by the Company or such Restricted Subsidiary is in the form of (A) cash or
      Cash Equivalents, (B) all or substantially all of the assets of one or
      more Permitted Business Units, (C) Capital Stock in one or more Persons
      engaged in a Permitted Business that are or thereby become Restricted
      Subsidiaries of the Company or (D) any combination of the items referred
      to in clauses (A) through (C) above.

            (b) For purposes of Section 4.06(a), each of the following is deemed
to be cash:

            (i) any liabilities, as shown on the Company's or such Restricted
      Subsidiary's most recent balance sheet, of the Company or any Restricted
      Subsidiary (other than liabilities that are by their terms subordinated to
      the Securities or any guarantee) that are assumed by the transferee of any
      such assets;

            (ii) any securities, notes or other obligations received by the
      Company or any such Restricted Subsidiary from such transferee that are
      converted by the Company or such Restricted Subsidiary into cash within 90
      days after such Asset Sale, to the extent of the cash received in that
      conversion; and

            (iii) any Designated Non-cash Consideration received by the Company
      or any of its Restricted Subsidiaries in the Asset Sale having an
      aggregate fair market value, taken together with all other Designated
      Non-cash Consideration received pursuant to this clause (iii) that is at
      the time outstanding, not to exceed $5.0 million (with the fair market
      value of each item of Designated Non-cash

<PAGE>
                                                                              49

      Consideration being measured at the time received and without giving
      effect to subsequent changes in value).

            (c) Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company (or such Restricted Subsidiary, as the case may be) may,
at its option, apply such Net Proceeds (i) to repay Senior Debt and, if the
Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce
commitments with respect thereto, (ii) to repay Indebtedness of a Restricted
Subsidiary that is not a Note Guarantor (other than Indebtedness owed to the
Company or an Affiliate of the Company or pari passu Indebtedness), (iii) to
acquire all or substantially all of the assets of, or a majority of the Voting
Stock of, another Permitted Business, (iv) to acquire all or substantially all
of the assets of one or more Permitted Business Units or (v) to acquire other
long-term assets that are used or useful in a Permitted Business (it being
understood that (1) the Company may apply Net Proceeds received by any of its
Restricted Subsidiaries in any of the foregoing manners and any Restricted
Subsidiary of the Company may apply Net Proceeds received by the Company or
another Restricted Subsidiary of the Company in any of the foregoing manners and
(2) pending the final application of any such Net Proceeds, the Company or such
Restricted Subsidiary may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture).

            (d) If the aggregate amount of any Net Proceeds not applied or
invested as provided in Section 4.06(a)(ii)(A) (the "Excess Proceeds") exceeds
$15.0 million, the Company shall, on the 366th day after an Asset Sale, make an
Asset Sale to all Holders and all holders of any other Indebtedness that is pari
passu with the Securities containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem such Indebtedness
with the proceeds of sales of assets to purchase the maximum principal amount of
Securities and such other pari passu Indebtedness that may be purchased out of
the Excess Proceeds (an "Asset Sale Offer"). The Company shall be required to
complete the Asset Sale Offer no earlier than 30 days and no later than 60 days
after notice of the Asset Sale Offer is provided to the Holders, or such later
date as may be required under applicable law. The offer price in any Asset Sale
Offer shall be equal to 100% of principal amount plus accrued and unpaid
interest and additional interest, if any, to the date of purchase, and shall be
payable in cash. If any Excess Proceeds remain after consummation of an Asset
Sale Offer, the Company may use those Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

            (e) (i) Promptly, and in any event within 10 days after the Company
becomes obligated to make an Asset Sale Offer, the Company shall be obligated to
deliver to the Trustee and send, by first-class mail to each Holder, a written
notice stating that the Holder may elect to have his Securities purchased by the
Company either in whole or in part (subject to proration as hereinafter
described in the event the Asset Sale Offer is oversubscribed), in integral
multiples of $1,000 of principal amount, at the applicable purchase price. The
notice shall specify a purchase date not less than 30 days nor more than 60 days
after the date of such notice (the "Purchase Date") and shall

<PAGE>
                                                                              50

contain such information concerning the business of the Company which the
Company in good faith believes will enable such Holders to make an informed
decision (which at a minimum shall include (in the case of clauses (A) and (B)
only, if not otherwise publicly available) (A) all annual and subsequent
quarterly financial information that would be required to be contained in a
filing with the SEC on Forms 10-K and 10-Q if the Company were required to file
such forms, including a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and, with respect to the annual information
only, a report on the annual financial statements by the Company's certified
independent accountants, (B) all current reports that would be required to be
filed with the SEC on Form 8-K subsequent to the most recent filing of such
forms that clause (A) describes if the Company were required to file such
reports, other than current reports describing Asset Sales otherwise described
in the offering materials (or corresponding successor reports), (C) a
description of material developments in the Company's business subsequent to the
date of the latest of such reports and (D) if material, appropriate pro forma
financial information) and all instructions and materials necessary to tender
Securities pursuant to the Asset Sale Offer, together with the address referred
to in clause (e) (iii).

            (ii) Not later than the date upon which written notice of an Asset
      Sale Offer is delivered to the Trustee as provided above, the Company
      shall deliver to the Trustee an Officers' Certificate as to (A) the amount
      of the Asset Sale Offer (the "Offer Amount"), (B) the allocation of the
      Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer
      is being made and (C) the compliance of such allocation with the
      provisions of Sections 4.06(a) and (c). On such date, the Company shall
      also irrevocably deposit with the Trustee or with a Paying Agent (or, if
      the Company is acting as its own Paying Agent, segregate and hold in
      trust) an amount equal to the Offer Amount to be invested in Temporary
      Cash Investments and to be held for payment in accordance with the
      provisions of this Section 4.06. Upon the expiration of the period for
      which the Asset Sale Offer remains open (the "Offer Period"), the Company
      shall deliver to the Trustee for cancelation the Securities or portions
      thereof that have been properly tendered to and are to be accepted by the
      Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on
      the Purchase Date, mail or deliver payment to each tendering Holder in the
      amount of the purchase price.

            (iii) Holders electing to have a Security purchased shall be
      required to surrender the Security, with an appropriate form duly
      completed, to the Company at the address specified in the notice at least
      three Business Days prior to the Purchase Date. Holders shall be entitled
      to withdraw their election if the Trustee or the Company receives, not
      later than one Business Day prior to the Purchase Date, a telegram, telex,
      facsimile transmission or letter setting forth the name of the Holder, the
      principal amount of the Security that was delivered by the Holder for
      purchase and a statement that such Holder is withdrawing his election to
      have such Security purchased. If at the expiration of the Offer Period,
      the aggregate principal amount of Securities and any other pari passu
      Indebtedness included in the Asset Sale Offer surrendered by holders
      thereof exceeds the Offer Amount, the Trustee shall select the Securities
      and such other pari passu Indebtedness to

<PAGE>
                                                                              51

      be purchased on a pro rata basis on the basis of the aggregate principal
      amount of tendered Securities and pari passu Indebtedness (with such
      adjustments as may be deemed appropriate by the Company so that only
      Securities and pari passu Indebtedness in denominations of $1,000, or
      integral multiples thereof, shall be purchased). Holders whose Securities
      are purchased only in part shall be issued new Securities equal in
      principal amount to the unpurchased portion of the Securities surrendered.

            (iv) At the time the Company delivers Securities to the Trustee that
      are to be accepted for purchase, the Company shall also deliver an
      Officers' Certificate stating that such Securities are to be accepted by
      the Company pursuant to and in accordance with the terms of this Section
      4.06. A Security shall be deemed to have been accepted for purchase at the
      time the Trustee, directly or through an agent, mails or delivers payment
      therefor to the surrendering Holder.

            (f) The Company shall comply with the requirements of Section 14(e)
of and Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable
in connection with each repurchase of Securities pursuant to an Asset Sale
Offer. To the extent that the provisions of any securities laws or regulations
conflict with the Asset Sale provisions of this Section 4.06, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.06 by virtue
thereof.

            SECTION 4.07. Limitation on Transactions with Affiliates. (a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make or amend any transaction, contract, agreement, understanding, loan,
advance or guarantee with, or for the benefit of, any Affiliate (each, an
"Affiliate Transaction") if such Affiliate Transaction or series of related
Affiliate Transactions involves aggregate consideration in excess of $2.5
million and unless:

            (i) the Affiliate Transaction is on terms that are not materially
      less favorable to the Company or the relevant Restricted Subsidiary than
      those that would have been obtained in a comparable transaction by the
      Company or such Restricted Subsidiary with an unrelated Person; and

            (ii) the Company delivers to the Trustee:

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $10.0 million, a resolution of the Board of Directors of
            the Company set forth in an Officers' Certificate certifying that
            such Affiliate Transaction complies with this Section 4.07 and that
            such Affiliate Transaction has been approved by a majority of the
            disinterested members of the Board of Directors of the Company in
            good faith; and

<PAGE>
                                                                              52

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $20.0 million, an opinion as to the fairness to the
            Holders of such Affiliate Transaction from a financial point of view
            issued by an accounting, appraisal or investment banking firm of
            national standing.

            (b) The following items shall not be deemed to be Affiliate
Transactions and, therefore, shall not be subject to the provisions of Section
4.07(a):

                  (i) any employment agreement entered into by the Company or
            any of its Restricted Subsidiaries in the ordinary course of
            business or approved by the Board of Directors of the Company in
            good faith;

                  (ii) transactions between or among the Company and/or its
            Restricted Subsidiaries;

                  (iii) payment of reasonable directors fees to Persons who are
            not employees of Holdings, the Company or its Subsidiaries and other
            reasonable fees, compensation, benefits and indemnities paid or
            entered into by the Company or its Restricted Subsidiaries in the
            ordinary course of business to or with the officers, directors,
            consultants or employees of the Company and its Restricted
            Subsidiaries;

                  (iv) sales, grants, awards or issuances of Equity Interests
            (other than Disqualified Stock) that are approved by a majority of
            the disinterested members of the Board of Directors of the Company
            in good faith, including the exercise of options and warrants, to
            Affiliates, officers, directors or employees of the Company or any
            contribution to the common equity capital of the Company by
            Affiliates of the Company;

                  (v) transactions involving the Company or any of its
            Restricted Subsidiaries, on the one hand, and J.P. Morgan Securities
            Inc., Deutsche Bank Securities Inc., Deutsche Bank Trust Company
            Americas, General Electric Capital Corporation, JPMorgan Chase Bank,
            Citicorp North America, Inc., Canadian Imperial Bank of Commerce or
            Chase Lincoln First Commercial Corporation on the other hand, in
            connection with this offering, the Merger and transactions related
            thereto, the Credit Agreement and any amendment, modification,
            supplement, extension, refinancing, replacement, work-out,
            restructuring and other transactions related thereto, or any
            management, financial advisory, financing, underwriting or placement
            services or any other investment banking, banking or similar
            services, which payments are approved by a majority of the
            disinterested members of the Board of Directors of the Company in
            good faith;

                  (vi) as long as the Company is a member of a consolidated (or
            combined) group filing a consolidated (or combined) return of which
            Holdings is the parent, payments pursuant to the tax allocation
            agreement as in effect on the Closing Date

<PAGE>
                                                                              53

            (or as the same may be amended, modified or replaced from time to
            time so long as any such amendment, modification or replacement,
            taken as a whole, is no less favorable to the Holders than the
            contract or agreement as in effect on the Closing Date) to permit
            Holdings to pay taxes that are then due and owing and are
            attributable to the operations of the Company;

                  (vii) Restricted Payments and Permitted Investments (other
            than Permitted Investments contemplated by clause (15) of the
            definition of "Permitted Investments") that are permitted by the
            provisions of Section 4.04;

                  (viii) transactions effected as part of a Qualified
            Receivables Transaction permitted under Section 4.03;

                  (ix) the existence or performance by the Company or any of its
            Restricted Subsidiaries of the provisions of the Merger Agreement,
            the Credit Agreement, the Purchase Agreement, the Registration
            Agreement, the members' agreement and any other agreements (other
            than the management and fee agreements, which are addressed in
            clause (x) below) described under the caption "Management" or
            "Certain relationships and related transactions" in the Offering
            Memorandum or any amendment thereto or replacement agreement
            therefor (including in connection with the Aurora Acquisition) or
            any transaction contemplated thereby so long as such amendment or
            replacement is not more disadvantageous to the Holders of the
            Securities in any material respect than the original agreement as in
            effect on the Closing Date;

                  (x) so long as no Default has occurred and is continuing or
            would be caused thereby, the existence or performance by the Company
            or any of its Restricted Subsidiaries of the provisions of the
            management and fee agreements described under the caption "Certain
            relationships and related transactions" in the Offering Memorandum
            or any amendment thereto or replacement agreement therefor
            (including in connection with the Aurora Acquisition) or any
            transaction contemplated thereby so long as such amendment or
            replacement is not more disadvantageous to the Holders of the
            Securities in any material respect than the original agreement as in
            effect on the Closing Date; and

                  (xi) any agreement (other than with any Permitted Holder) as
            in effect as of the Issue Date or any amendment thereto (so long as
            any such amendment is not disadvantageous to the Holders of the
            Securities in any material respect) or any transaction contemplated
            thereby.

            SECTION 4.08. Change of Control. (a) Upon a Change of Control, each
Holder shall have the right to require the Company to repurchase all or any part
of such Holder's Securities at a purchase price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest, including
additional interest, if any, to the date of repurchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date) (a "Change of Control Payment") in accordance
with the terms contemplated in Section 4.08(b); provided,

<PAGE>
                                                                              54

however, that notwithstanding the occurrence of a Change of Control, the Company
shall not be obligated to repurchase the Securities pursuant to this Section
4.08 in the event that it has exercised its right to redeem all the Securities
under paragraph 5 of the Securities. In the event that at the time of such
Change of Control the terms of any agreement governing Senior Debt of the
Company or its Subsidiaries restrict or prohibit the repurchase of Securities
pursuant to this Section 4.08, then prior to the mailing of the notice to
Holders provided for in Section 4.08(b) below but in any event within 60 days
following such Change of Control, the Company shall (i) repay in full all
outstanding Senior Debt or offer to repay all such Senior Debt and repay the
Indebtedness of each lender who has accepted such offer or (ii) obtain the
requisite consent of the lenders under such agreements to permit the repurchase
of the Securities as provided for in Section 4.08(b).

            (b) Within 30 days following any Change of Control (except as
provided in the proviso to the first sentence of Section 4.08(a)), the Company
shall mail a notice to each Holder with a copy to the Trustee (the "Change of
Control Offer") stating:

            (i) that a Change of Control has occurred and that such Holder has
      the right to require the Company to purchase all or a portion (equal to
      $1,000 or an integral multiple of $1,000) of such Holder's Securities for
      the Change of Control Payment;

            (ii) a description of the transaction or transactions that
      constitute such Change of Control;

            (iii) the Change of Control Payment date (which shall be no earlier
      than 30 days nor later than 60 days from the date such notice is mailed);
      and

            (iv) the instructions determined by the Company, consistent with
      this Section 4.08, that a Holder must follow in order to have its
      Securities purchased.

            (c) Holders electing to have a Security purchased shall be required
to surrender the Security, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the purchase date a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased. Holders whose
Securities are purchased only in part shall be issued new Securities equal in
principal amount to the unpurchased portion of the Securities surrendered.

            (d) On the Change of Control Payment date, the Company shall, to the
extent lawful:

            (i) accept for payment all Securities or portions of Securities
      properly tendered pursuant to the Change of Control Offer;

<PAGE>
                                                                              55

            (ii) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Securities or portions of Securities
      properly tendered; and

            (iii) deliver or cause to be delivered to the Trustee the Securities
      properly accepted together with an Officers' Certificate stating the
      aggregate principal amount of Securities or portions of Securities being
      purchased by the Company.

            (e) The Paying Agent will promptly mail to each Holder of Securities
properly tendered the Change of Control Payment for such Securities, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Security equal in principal amount to any
unpurchased portion of the Securities surrendered, if any; provided that each
new Security will be in a principal amount of $1,000 or an integral multiple of
$1,000.

            (f) Notwithstanding the foregoing provisions of this Section 4.08,
the Company shall 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 Section 4.08(b) applicable to a Change of Control Offer made by the Company
and purchases all Securities properly tendered and not withdrawn under the
Change of Control Offer.

            (g) At the time the Company delivers, or causes to be delivered,
Securities to the Trustee that are to be accepted for purchase, the Company
shall also deliver an Officers' Certificate stating the aggregate principal
amount of Securities or portions of Securities being purchased by the Company
and that such Securities are to be accepted by the Company pursuant to and in
accordance with the terms of this Section 4.08. A Security shall be deemed to
have been accepted for purchase at the time the Trustee, directly or through an
agent, mails or delivers payment therefor to the surrendering Holder.

            (h) Prior to any Change of Control Offer, the Company shall deliver
to the Trustee an Officers' Certificate stating that all conditions precedent
contained herein to the right of the Company to make such offer have been
complied with.

            (i) The Company shall comply with the requirements of Section 14(e)
of and Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Securities as a result of a Change of
Control. To the extent that the provisions of any securities laws or regulations
conflict with this Section 4.08, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.08 by virtue of such conflict.

            SECTION 4.09. Compliance Certificate. The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate (which certificate may be the same certificate required by
Section 314(a)(4) of

<PAGE>
                                                                              56

the TIA stating that in the course of the performance by the signers of their
duties as Officers of the Company they would normally have knowledge of any
Default and whether or not the signers know of any Default that occurred during
such period. If they do, the certificate shall describe the Default, its status
and what action the Company is taking or proposes to take with respect thereto.
The Company also shall comply with Section 314(a)(4) of the TIA.

            SECTION 4.10. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

            SECTION 4.11. Future Guarantees. (a) If (i) the Company or any of
its Restricted Subsidiaries acquires or creates another Domestic Subsidiary or
if any Restricted Subsidiary becomes a Domestic Subsidiary after the Closing
Date or (ii) any Foreign Subsidiary Guarantees any obligation under the Credit
Facilities, then that newly acquired or created Domestic Subsidiary or the
Foreign Subsidiary (other than a Receivables Subsidiary) shall become a Note
Guarantor, execute a supplemental indenture and deliver an Opinion of Counsel
that such supplemental indenture has been duly authorized, executed and
delivered and is a valid and legally binding obligation of such Subsidiary
enforceable against such Subsidiary in accordance with its terms; provided,
however, that all Subsidiaries that have properly been designated as
Unrestricted Subsidiaries in accordance with this Indenture for so long as they
continue to constitute Unrestricted Subsidiaries shall not have to comply with
the requirements of this Section 4.11. Each Note Guarantee shall be limited to
an amount not to exceed the maximum amount that can be guaranteed without
rendering the Note Guarantee void or voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

            (b) If Holdings guarantees Indebtedness of the Company other than
the Credit Agreement, then Holdings shall become a Note Guarantor, execute a
supplemental indenture and deliver an Opinion of Counsel that such supplemental
indenture has been duly authorized, executed and delivered and is a valid and
legally binding obligation of Holdings enforceable against Holdings in
accordance with its terms.

            SECTION 4.12. Limitation on Business Activities. The Company shall
not, and shall not permit any Restricted Subsidiary to, engage in any business
other than Permitted Businesses, except to such extent as would not be material
to the Company and its Restricted Subsidiaries taken as a whole.

            SECTION 4.13. Limitation on Liens. The Company shall not and shall
not permit any of its Restricted Subsidiaries to, create, incur, assume or
otherwise cause or suffer to exist or become effective any Lien of any kind
securing Indebtedness (other than Permitted Liens) upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Securities are secured on an equal and ratable basis (or on a
senior basis in the case of obligations subordinated in

<PAGE>
                                                                              57

right of payment to the Securities) with the obligations so secured until such
time as such obligations are no longer secured by a Lien.

            SECTION 4.14. No Senior Subordinated Debt. The Company shall not
incur, create, issue, assume, guarantee or otherwise become liable for any
Indebtedness that is subordinate or junior in right of payment to any Senior
Debt of the Company and senior in right of payment to the Securities. No Note
Guarantor shall incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment to
the Senior Debt of such Note Guarantor and senior in right of payment to such
Note Guarantor's guarantee.

            SECTION 4.15. Designation of Restricted and Unrestricted
Subsidiaries. The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if no Default has occurred and is
continuing at the time of the designation and if that designation would not
cause a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated shall be deemed to be an Investment made as of the time of the
designation and shall reduce the amount available for Restricted Payments under
Section 4.04(a) or Permitted Investments, as determined by the Company. That
designation shall only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. In addition, no such designation may be made unless the
proposed Unrestricted Subsidiary does not own any Capital Stock in any
Restricted Subsidiary that is not simultaneously subject to designation as an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate
any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation
would not cause a Default.

                                    ARTICLE V

                                Successor Company

            SECTION 5.01. When Company May Merge or Transfer Assets. (a) The
Company may not, directly or indirectly, (x) consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation) or (y)
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person unless, in
the case of clauses (x) and (y) above:

            (i) either:

                  (A) the Company is the surviving corporation; or

                  (B) the Person formed by or surviving any such consolidation
            or merger (if other than the Company) or to which such sale,
            assignment, transfer, conveyance or other disposition has been made
            is either (1) a corporation organized or existing under the laws of
            the United States, any

<PAGE>
                                                                              58

            state of the United States or the District of Columbia or (2) a
            partnership or limited liability company organized or existing under
            the laws of the United States, any state thereof or the District of
            Columbia that has at least one Restricted Subsidiary that is a
            corporation organized or existing under the laws of the United
            States, any state thereof or the District of Columbia, which
            corporation becomes a co-issuer of the Securities pursuant to a
            supplemental indenture duly and validly executed by the Trustee;

            (ii) the Person formed by or surviving any such consolidation or
      merger (if other than the Company) or the Person to which such sale,
      assignment, transfer, conveyance or other disposition has been made
      assumes all the obligations of the Company under the Securities, this
      Indenture and the Registration Agreement pursuant to agreements reasonably
      satisfactory to the Trustee;

            (iii) immediately after such transaction no Default or Event of
      Default exists; and

            (iv) on the date of such transaction after giving pro forma effect
      thereto and to any related financing transactions as if the same had
      occurred at the beginning of the applicable four-quarter period, either:

                  (A) the Company or the Person formed by or surviving any such
            consolidation or merger (if other than the Company), or to which
            such sale, assignment, transfer, conveyance or other disposition has
            been made (the "Successor Company") would be permitted to incur at
            least $1.00 of additional Indebtedness pursuant to the Fixed Charge
            Coverage Ratio test set forth in Section 4.03(a); or

                  (B) the Fixed Charge Coverage Ratio for the Company or the
            Successor Company would be greater than the Fixed Charge Coverage
            Ratio for the Company prior to such transaction.

            (b) Notwithstanding Sections 5.01(a)(iii) and (iv), the Company may
merge or consolidate with a Restricted Subsidiary incorporated solely for the
purpose of organizing the Company in another jurisdiction.

            (c) The Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

            (d) This Section 5.01 shall not apply to a sale, assignment,
transfer, conveyance or other disposition of assets between or among the Company
and any of its Restricted Subsidiaries.

<PAGE>
                                                                              59

                                   ARTICLE VI

                              Defaults and Remedies

            SECTION 6.01. Events of Default. Each of the following is an "Event
of Default":

            (a) default for 30 days in the payment when due of interest on, or
      additional interest with respect to, the Securities, whether or not
      prohibited by Article X or XII;

            (b) default in payment when due of the principal of, or premium, if
      any, on the Securities, including in connection with an Asset Sale Offer
      or a Change of Control Offer, whether or not prohibited by the
      subordination provisions of this Indenture;

            (c) failure by the Company or any of its Restricted Subsidiaries to
      comply with Section 5.01;

            (d) failure by the Company or any of its Restricted Subsidiaries to
      comply for 30 days after written notice (specifying the default and
      demanding that the same be remedied) with any obligations under Sections
      4.06 or 4.08 (in each case, other than a failure to purchase Securities,
      which is covered by clause (b) above) or Sections 4.03 or 4.04 hereof;

            (e) failure by the Company or any of its Restricted Subsidiaries for
      60 days after written notice (specifying the default and demanding that
      the same be remedied) to comply with any of the other agreements in the
      Securities, this Indenture or the Guarantees;

            (f) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Significant
      Subsidiaries (or the payment of which is guaranteed by the Company or any
      of its Significant Subsidiaries), whether such Indebtedness or guarantee
      now exists or is created after the Closing Date, if that default:

                  (i) is caused by a failure to pay principal of, or interest or
            premium, if any, on such Indebtedness within any applicable grace
            period provided in such Indebtedness (a "Payment Default"); or

                  (ii) results in the acceleration of such Indebtedness prior to
            its expressed maturity,

      and, in each case, the principal amount of any such Indebtedness, together
      with the principal amount of any other Indebtedness contemplated by clause
      (i) or (ii) above, aggregates $15.0 million or more and such default
      continues for 10 days after receipt of the written notice (specifying the
      default and demanding that the

<PAGE>
                                                                              60

      same be remedied) referred to below;

            (g) failure by the Company or any of its Significant Subsidiaries to
      pay final judgments aggregating in excess of $15.0 million (net of any
      amounts covered by insurance or pursuant to which the Company is
      indemnified or for which payments are guaranteed in accordance with the
      Merger Agreement, to the extent that the third party under such agreement
      honors its obligations thereunder), which judgments are not paid,
      discharged or stayed for a period of 60 days;

            (h) except as permitted by this Indenture, any guarantee of a Note
      Guarantor that is a Significant Subsidiary shall be held in any judicial
      proceeding to be unenforceable or invalid or shall cease for any reason to
      be in full force and effect or any Note Guarantor that is a Significant
      Subsidiary shall deny or disaffirm its obligations under its guarantee and
      such default continues for 10 days after receipt of the notice specified
      in this Indenture;

            (i) the Company or any Significant Subsidiary pursuant to or within
      the meaning of any Bankruptcy Law:

                  (i) commences a voluntary case;

                  (ii) consents to the entry of an order for relief against it
            in an involuntary case;

                  (iii) consents to the appointment of a Custodian of it or for
            any substantial part of its property; or

                  (iv) makes a general assignment for the benefit of its
            creditors;

      or takes any comparable action under any foreign laws relating to
      insolvency; and

            (j) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (i) is for relief against the Company or any Significant
            Subsidiary in an involuntary case;

                  (ii) appoints a Custodian of the Company or any Significant
            Subsidiary or for any substantial part of its property; or

                  (iii) orders the winding up or liquidation of the Company or
            any Significant Subsidiary;

      or any similar relief is granted under any foreign laws and the order or
      decree remains unstayed and in effect for 60 days.

<PAGE>
                                                                              61

            The foregoing shall constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
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.

            The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

            A Default under clause (d), (e), (f) or (h) will not constitute an
Event of Default until the Trustee notifies the Company or the Holders of at
least 25% in aggregate principal amount of the outstanding Securities notify the
Company and the Trustee of the Default and the Company or its Subsidiary, as
applicable, does not cure such default within the time specified in clause (d),
(e), (f) or (h) after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default." The Company shall deliver to the Trustee, upon becoming aware of any
Default or Event of Default, written notice in the form of an Officers'
Certificate of any event that is, or with the giving of notice or the lapse of
time or both would become, an Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.

            SECTION 6.02. Acceleration. If an Event of Default specified in
Sections 6.01(i) or (j) occurs, all outstanding Securities shall become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Securities may declare all
the Securities to be due and payable immediately; provided that so long as any
Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be
outstanding, such acceleration shall not be effective until the earlier of (1)
the acceleration of any Indebtedness under the Credit Agreement and (2) five
Business Days after receipt by the Company of written notice of such
acceleration.

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

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

            SECTION 6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default

<PAGE>
                                                                              62

and its consequences except (a) a Default in the payment of the principal of, or
interest, premium or additional interest on, a Security, (b) a Default arising
from the failure to redeem or purchase any Security when required pursuant to
the terms of this Indenture or (c) a Default in respect of a provision that
under Section 9.02 cannot be amended without the consent of each Holder
affected. When a Default is waived, it is deemed cured, but no such waiver shall
extend to any subsequent or other Default or impair any consequent right.

            SECTION 6.05. Control by Majority. The Holders of a majority in
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Holders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to indemnification satisfactory
to it in its sole discretion against all losses and expenses caused by taking or
not taking such action.

            SECTION 6.06. Limitation on Suits. (a) Except to enforce the right
to receive payment of principal, premium (if any) or interest when due, no
Holder may pursue any remedy with respect to this Indenture or the Securities
unless:

            (i) the Holder gives to the Trustee written notice stating that an
      Event of Default is continuing;

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

            (iii) such Holder or Holders offer to the Trustee reasonable
      security or indemnity satisfactory to it against any loss, liability or
      expense;

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

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

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

            SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of, and premium and interest, including additional
interest, if any, on, the Securities held by such Holder, on or after the
respective due dates expressed or provided

<PAGE>
                                                                              63

for in the Securities, or to bring suit for the enforcement of any such payment
on or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

            SECTION 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Securities for the whole amount then due and
owing (together with interest on overdue principal and (to the extent lawful) on
any unpaid interest at the rate provided for in the Securities) and the amounts
provided for in Section 7.07.

            SECTION 6.09. Trustee May File Proofs of Claim. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses and disbursements of the Trustee
and its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company, any Subsidiary or Note Guarantor, their creditors or
their property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

            SECTION 6.10. Priorities. If the Trustee collects any money,
property or other consideration pursuant to this Article VI, it shall pay out
the money or property in the following order:

            FIRST: to the Trustee for amounts due under Section 7.07, including
      the costs and expenses of collection;

            SECOND: to holders of Senior Debt of the Company to the extent
      required by Article X and to holders of Senior Debt of the Note Guarantors
      to the extent required by Article XII;

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

            FOURTH: to the Company.

            The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 6.10. At least 15 days before such record
date, the Trustee shall mail to each Holder and the Company a notice that states
the record date, the payment date and amount to be paid.

<PAGE>
                                                                              64

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

            SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Company
nor any Note Guarantor (to the extent it may lawfully do so) shall 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 wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company and each Note Guarantor (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE VII

                                     Trustee

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

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

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

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

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

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                                                                              65

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

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

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

            (iv) no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur 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 to believe that
      repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured to it. The Trustee shall be under no
      obligation to exercise any of its rights and powers under this Indenture
      at the request of any Holder(s) unless such Holder(s) shall have offered
      to the Trustee security and indemnity satisfactory to it against any loss,
      liability or expense.

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

            (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

            (f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

            (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01 and to the provisions of the TIA.

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

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

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

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                                                                              66

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

            (e) The Trustee may consult with counsel and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect of any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

            (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, consent, order, approval, bond,
debenture, note or other paper or document unless requested in writing to do so
by the Holders of not less than a majority in principal amount of the Securities
at the time outstanding, subject to Section 7.01(c)(iv) hereof, but the Trustee
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney.

            SECTION 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent or Registrar may do the
same with like rights. However, the Trustee must comply with Sections 7.10 and
7.11.

            SECTION 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, any Note Guarantee or the Securities, it shall not be
accountable for the Company's use of the proceeds from the Securities, and it
shall not be responsible for any statement of the Company or any Note Guarantor
in this Indenture or in any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee's certificate of
authentication. The Trustee shall not be charged with knowledge of any Default
or Event of Default under Sections 6.01(c), (d), (e), (f), (g) or (h) or of the
identity of any Significant Subsidiary unless either (a) a Trust Officer shall
have actual knowledge thereof or (b) the Trustee shall have received notice
thereof in accordance with Section 13.02 hereof from the Company, any Note
Guarantor or any Holder.

            SECTION 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Holder notice of the Default within the earlier of 90 days after it occurs or 30
days after it is known to a trust officer. Except in the case of a Default in
payment of principal of or interest on any Security (including payments pursuant
to the mandatory redemption provisions of such Security, if any), the Trustee
may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines that withholding the notice is in the interests of
Holders.

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                                                                              67

            SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning with May 15, 2004, and in any event
prior to July 15 in each year, the Trustee shall mail to each Holder a brief
report dated as of such May 15 that complies with Section 313(a) of the TIA if
and to the extent required thereby. The Trustee shall also comply with Sections
313(b) and (c) of the TIA.

            A copy of each report at the time of its mailing to Holders shall be
filed with the SEC and each stock exchange (if any) on which the Securities are
listed. The Company agrees to notify promptly the Trustee whenever the
Securities become listed on any stock exchange and of any delisting thereof.

            SECTION 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time such reasonable compensation for its services as
shall be agreed to in writing from time to time by the Company and the Trustee.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company and each Note Guarantor, jointly and severally, shall
indemnify the Trustee against any and all loss, liability or expense (including
reasonable attorneys' fees, expenses and disbursements) incurred by or in
connection with (a) the exercise or performance of any of its powers or duties
hereunder and the administration of this trust and (b) defending itself against
any claim or liability in connection with the exercise or performance of any of
its duties hereunder. The Trustee shall notify the Company of any claim for
which it may seek indemnity promptly upon obtaining actual knowledge thereof;
provided, however, that any failure so to notify the Company shall not relieve
the Company or any Note Guarantor of its indemnity obligations hereunder. The
Company shall defend the claim and the indemnified party shall provide
reasonable cooperation at the Company's expense in the defense. Such indemnified
parties may have separate counsel and the Company and the Note Guarantors, as
applicable shall pay the fees and expenses of such counsel; provided, however,
that the Company shall not be required to pay such fees and expenses if it
assumes such indemnified parties' defense and, in such indemnified parties'
reasonable judgment, there is no conflict of interest between the Company and
the Note Guarantors, as applicable, and such parties in connection with such
defense. The Company need not reimburse any expense or indemnify against any
loss, liability or expense incurred by an indemnified party through such party's
own wilful misconduct, negligence or bad faith.

            To secure the Company's payment obligations in this Section 7.07,
the Trustee shall have a Lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest and additional interest, if any, on particular
Securities.

            The Company's payment obligations pursuant to this Section 7.07
shall survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee.

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                                                                              68

Without prejudice to any other rights available to the Trustee under applicable
law, when the Trustee incurs expenses after the occurrence of a Default
specified in Sections 6.01(i) or (j) with respect to the Company, the expenses
are intended to constitute expenses of administration under bankruptcy law.

            SECTION 7.08. Replacement of Trustee. (a) The Trustee may resign at
any time by so notifying the Company. The Holders of a majority in principal
amount of the Securities may remove the Trustee by so notifying the Trustee and
may appoint a successor Trustee. The Company shall remove the Trustee if:

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

            (ii) the Trustee is adjudged bankrupt or insolvent;

            (iii) a receiver or other public officer takes charge of the Trustee
      or its property; or

            (iv) the Trustee otherwise becomes incapable of acting.

            (b) If the Trustee resigns, is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee.

            (c) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided that all sums owing to
the trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07.

            (d) If a successor Trustee does not take office within 30 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of 10% in principal amount of the Securities then outstanding may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

            (e) If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in Section 310(b) of the TIA, any
Holder who has been a bona fide holder of a Security for at least six months may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

            (f) Notwithstanding the replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

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                                                                              69

            SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

            In case at the time such successor or successors by merger,
conversion or consolidation 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 to the Trustee; and in all such cases such certificates 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.

            SECTION 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of Section 310(a) of the TIA. The Trustee
shall have a combined capital and surplus of at least $100,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with Section 310(b) of the TIA; subject to its right to apply for a stay
of its duty to resign under the penultimate paragraph of Section 310(b) of the
TIA; provided, however, that there shall be excluded from the operation of
Section 310(b)(1) of the TIA any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
Section 310(b)(1) of the TIA are met.

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

                                  ARTICLE VIII

                       Discharge of Indenture; Defeasance

            SECTION 8.01. Discharge of Liability on Securities; Defeasance. (a)
When (i) all outstanding Securities (other than Securities replaced or paid
pursuant to Section 2.08) have been canceled or delivered to the Trustee for
cancelation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article III hereof, and the Company irrevocably deposits with the
Trustee funds in an amount sufficient or U.S. Government Obligations, the
principal of and interest on which will be sufficient, or a combination thereof
sufficient, in the written opinion of a nationally recognized firm of
independent public accountants delivered to the Trustee (which delivery shall
only be required if U.S. Government Obligations have been so deposited), to pay
the principal of, premium (if any) and interest and additional interest, if any,
on the outstanding Securities when due at

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                                                                              70

maturity or upon redemption of, including interest thereon to maturity or such
redemption date (other than Securities replaced or paid pursuant to Section
2.08) and additional interest, if any, and if in the case of both clause (i) and
(ii) the Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.01(c), cease to be of further effect. The
Trustee, upon payment of all sums then due and owing to it pursuant to section
7.07, shall acknowledge satisfaction and discharge of this Indenture on written
demand of the Company accompanied by an Officers' Certificate and an Opinion of
Counsel and at the cost and expense of the Company.

            (b) Subject to Sections 8.01(c) and 8.02, the Company may, at its
option and at any time, elect to have all of its obligations discharged with
respect to the outstanding Securities and all obligations of the Note Guarantors
discharged with respect to their Guarantees ("Legal Defeasance"), including (i)
pursuant to Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.11, 4.12, 4.13,
4.14, 4.15 and 5.01(a)(iv) and (ii) the operation of the default provisions
specified in Sections 6.01(b) (with respect to an Asset Sale Offer or a Change
of Control Offer only), (c), (d), (e), (f), (g) and, with respect to Significant
Subsidiaries only, 6.01(i) and (j) and the limitations contained in Section
5.01(a)(iii) (collectively, "Covenant Defeasance").

            The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. If the Company exercises
its legal defeasance option, payment of the Securities may not be accelerated
because of an Event of Default with respect to the Securities. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Section 6.01(b), (c),
(d), (e), (f), (g) or (i) and (j) (with respect to Significant Subsidiaries or a
group which constitutes a Significant Subsidiary only) or because of the failure
of the Company to comply with Section 5.01(a)(iii).

            Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

            (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and in
this Article VIII shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04, 8.05 and 8.06
shall survive.

            SECTION 8.02. Conditions to Defeasance. (a) In order to exercise
either Legal Defeasance or Covenant Defeasance:

            (i) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders, cash in U.S. dollars, non-callable U.S.
      Government Obligations, or a combination of cash in U.S. dollars and
      non-callable U.S. Government Obligations, in amounts as will be
      sufficient, in the opinion of a nationally recognized firm of independent
      public accountants, to pay the principal of, and interest and premium and
      additional interest, if any, on, the outstanding

<PAGE>
                                                                              71

      Securities on the stated maturity or on the applicable redemption date, as
      the case may be, and the Company must specify whether the Securities are
      being defeased to maturity or to a particular redemption date;

            (ii) in the case of Legal Defeasance, the Company must deliver to
      the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
      confirming that (A) the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling or (B) since the
      Closing Date, there has been a change in the applicable federal income tax
      law, in either case to the effect that, and based thereon such opinion of
      counsel shall confirm that, the Holders of the outstanding Securities will
      not recognize income, gain or loss for federal income tax purposes as a
      result of such Legal Defeasance and will be subject to federal income tax
      on the same amounts, in the same manner and at the same times as would
      have been the case if such Legal Defeasance had not occurred;

            (iii) in the case of Covenant Defeasance, the Company must deliver
      to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
      to the effect that the Holders of the outstanding Securities will not
      recognize income, gain or loss for federal income tax purposes as a result
      of such Covenant Defeasance and will be subject to federal income tax on
      the same amounts, in the same manner and at the same times as would have
      been the case if such Covenant Defeasance had not occurred;

            (iv) no Default or Event of Default may have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the borrowing of funds to be applied to such
      deposit);

            (v) such Legal Defeasance or Covenant Defeasance will not result in
      a breach or violation of, or constitute a default under any material
      agreement or instrument (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound;

            (vi) the Company must deliver to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Company with the
      intent of preferring the Holders of Securities over the other creditors of
      the Company with the intent of defeating, hindering, delaying or
      defrauding creditors of the Company or others; and

            (vii) the Company must deliver to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent relating to the Legal Defeasance or the Covenant Defeasance have
      been complied with

            (b) Notwithstanding the foregoing, the Opinion of Counsel required
by clause (ii) above with respect to a Legal Defeasance need not be delivered if
all Securities not theretofore delivered to the Trustee for cancellation (i)
have become due and payable or (ii) will become due and payable on the maturity
date within one year under

<PAGE>
                                                                              72

arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company.

            SECTION 8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article VIII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of, and interest and premium and
additional interest, if any, on, the Securities. Money and Securities so held in
trust are not subject to Article X or XII.

            SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon written request any money or U.S.
Government Obligations held by it as provided in this Article VIII which, in the
written opinion of nationally recognized firm of independent public accountants
delivered to the Trustee (which delivery shall only be required if U.S.
Government Obligations have been so deposited), are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
discharge or defeasance in accordance with this Article VIII.

            Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon written request any money held by
them for the payment of principal, interest or additional interest (if any) that
remains unclaimed for two years, and, thereafter, Holders entitled to the money
must look to the Company for payment as general creditors, and the Trustee and
the Paying Agent shall have no further liability with respect to such monies.

            SECTION 8.05. Indemnity for Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

            SECTION 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VIII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VIII; provided, however, that, if
the Company has made any payment of principal of or interest or additional
interest, if any, on, any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

<PAGE>
                                                                              73

                                   ARTICLE IX

                                   Amendments

            SECTION 9.01. Without Consent of Holders. (a) The Company, the Note
Guarantors and the Trustee may amend this Indenture, the Securities or the Note
Guarantees without notice to or consent of any Holder:

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

            (ii) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; provided, however, that the
      uncertificated Securities are issued in registered form for purposes of
      Section 163(f) of the Code or in a manner such that the uncertificated
      Securities are described in Section 163(f)(2)(B) of the Code;

            (iii) to provide for the assumption of the Company's or any Note
      Guarantor's obligations to Holders of Securities in the case of a merger
      or consolidation or sale of all or substantially all of the Company's or a
      Note Guarantor's assets;

            (iv) to make any change that would provide any additional rights or
      benefits to the Holders of Securities or that does not adversely affect
      the legal rights under this Indenture of any such Holder or to surrender
      any right or power herein conferred upon the Company;

            (v) to add a Note Guarantor;

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

            (vii) to make any change in Article X or XII that would limit or
      terminate the benefits available to any holder of Senior Debt of the
      Company or a Note Guarantor (or any Representative thereof) under Article
      X or XII, respectively;

            (viii) to secure the Securities and the Note Guarantees; or

            (ix) to provide for the issuance, in accordance with the terms of
      this Indenture, of Exchange Securities or Additional Securities, which
      shall have terms substantially identical in all material respects to the
      Original Securities (except that the transfer restrictions contained in
      the Original Securities shall be modified or eliminated, as appropriate)
      and which shall be treated, together with any outstanding Original
      Securities, as a single issue of securities.

            (b) An amendment under this Section 9.01 may not make any change
that adversely affects the rights under Article X or XII of any holder of Senior
Debt of the Company or a Note Guarantor then outstanding unless the holders of
such Senior Debt

<PAGE>
                                                                              74

(or any group or Representative thereof authorized to give a consent) consent to
such change.

            (c) After an amendment under this Section 9.01 becomes effective,
the Company shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.01.

            SECTION 9.02. With Consent of Holders. (a) This Indenture, the
Securities and the Note Guarantees may be amended or supplemented without notice
to any Holder but with the consent of the Holders of at least a majority in
principal amount of the Securities (including Additional Securities, if any)
then outstanding voting as a single class (including consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities), and any existing Default or Event of Default or compliance with any
provision of this Indenture or the Securities or the Note Guarantees may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Securities voting as a single class (including consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Securities). However, without the consent of each Holder affected, an
amendment, supplement or waiver may not (with respect to any Securities held by
a non-consenting Holder):

            (i) reduce the principal amount of Securities whose Holders must
      consent to an amendment, supplement or waiver;

            (ii) reduce the principal of or change the fixed maturity of any
      Security or alter or waive the provisions with respect to the redemption
      of the Securities (other than provisions relating to Sections 4.06 and
      4.08);

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

            (iv) waive a Default or Event of Default in the payment of principal
      of, or interest or premium, or additional interest, if any, on the
      Securities (except a rescission of acceleration of the Securities by the
      Holders of at least a majority in aggregate principal amount of the
      Securities and a waiver of the payment default that resulted from such
      acceleration);

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

            (vi) make any change in Section 6.04 or 6.07 or the rights of
      Holders of Securities to receive payments of principal of, or interest or
      premium or additional interest, if any, on the Securities;

            (vii) waive a redemption payment with respect to any Security (other
      than a payment required by Section 4.06 or 4.08);

<PAGE>
                                                                              75

            (viii) release any Note Guarantor from any of its obligations under
      its Note Guarantee of the Securities or this Indenture, except in
      accordance with the terms of this Indenture;

            (ix) impair the right of any Holder to receive payment of principal
      of, and interest or any premium or additional interest on, such Holder's
      Securities on or after the due dates therefor or to institute suit for the
      enforcement of any payment on or with respect to such Holder's Securities;
      or

            (x) make any change in the preceding amendment and waiver
      provisions.

            (b) An amendment under this Section 9.02 may not make any change
that adversely affects the rights under Article X or XII of any holder of Senior
Debt then outstanding unless the holders of such Senior Debt (or any group or
Representative thereof authorized to give a consent) consent to such change.

            (c) After an amendment under this Section 9.02 becomes effective,
the Company shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.02.

            SECTION 9.03. Compliance with Trust Indenture Act. Every amendment
to this Indenture or the Securities shall comply with the TIA as then in effect.

            SECTION 9.04. Revocation and Effect of Consents and Waivers. (a) A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date on which the Trustee receives an Officers'
Certificate from the Company certifying that the requisite number of consents
have been received. After an amendment or waiver becomes effective, it shall
bind every Holder. An amendment or waiver becomes effective upon the (i) receipt
by the Company or the Trustee of the requisite number of consents, (ii)
satisfaction of conditions to effectiveness as set forth in this Indenture and
any indenture supplemental hereto containing such amendment or waiver and (iii)
execution of such amendment or waiver (or supplemental indenture) by the Company
and the Trustee.

            (b) The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be

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                                                                              76

Holders after such record date. No such consent shall be valid or effective for
more than 120 days after such record date.

            SECTION 9.05. Notation on or Exchange of Securities. If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

            SECTION 9.06. Trustee to Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing any such amendment,
the Trustee shall be entitled to receive indemnity reasonably satisfactory to it
and to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture and that such
amendment is the legal, valid and binding obligation of the Company and the Note
Guarantors enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including Section
9.03).

            SECTION 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                    ARTICLE X

                                  Subordination

            SECTION 10.01. Agreement To Subordinate. The Company agrees, and
each Holder by accepting a Security agrees, that the Indebtedness evidenced by
the Securities is subordinated in right of payment, to the extent and in the
manner provided in this Article X, to the prior payment in full of all Senior
Debt, including Senior Debt incurred after the Closing Date, of the Company, and
that the subordination is for the benefit of and enforceable by the holders of
such Senior Debt. The Securities shall in all respects rank pari passu with all
other Senior Subordinated Debt of the Company and only Indebtedness of the
Company that is Senior Debt of the Company shall rank senior to the Securities
in accordance with the provisions set forth herein. For purposes of this Article
X, the Indebtedness evidenced by the Securities shall be deemed to include any
additional interest payable pursuant to the provisions set forth in the
Securities and the

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                                                                              77

Registration Agreement. All provisions of this Article X shall be subject to
Section 10.12.

            SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors of the Company
in a liquidation or dissolution of the Company; in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property; in an assignment for the benefit of creditors; or in any marshaling of
the Company's assets and liabilities:

            (a) holders of Senior Debt shall be entitled to receive payment in
      full of all Obligations due in respect of such Senior Debt (including
      interest after the commencement of any bankruptcy proceeding at the rate
      specified in the applicable Senior Debt whether or not such interest is an
      allowed claim in any such proceeding) before the Holders shall be entitled
      to receive any payment or distribution with respect to the Securities
      (except that Holders may receive and retain Permitted Junior Securities
      and payments made from the trust, if any, created pursuant to Article
      VIII); and

            (b) until all Obligations with respect to Senior Debt (as provided
      in clause (a) above) are paid in full, any payment or distribution to
      which Holders would be entitled but for this Article X shall be made to
      holders of such Senior Debt as their interests may appear, except that
      Holders may receive and retain Permitted Junior Securities and payments
      made from the trust, if any, created pursuant to Article VIII.

            SECTION 10.03. Default on Designated Senior Debt. (a) The Company
may not make any payment or distribution to the Trustee or any Holder in respect
of Obligations with respect to the Securities, may not make any deposits with
the Trustee pursuant to Section 8.01 hereof and may not acquire from the Trustee
or any Holder any Securities for cash or property (other than Permitted Junior
Securities and payments made from the trust, if any, created pursuant to Article
VIII) (collectively, "pay the Securities") until all principal and other
Obligations with respect to the Senior Debt have been paid in full if:

            (i) a payment default on Designated Senior Debt occurs and is
      continuing; or

            (ii) any other default occurs and is continuing on any series of
      Designated Senior Debt that permits holders of that series of Designated
      Senior Debt to accelerate its maturity, and the Trustee receives a notice
      of such default (a "Payment Blockage Notice") from the Company or the
      holders of, or the Representative of, any Designated Senior Debt. If the
      Trustee receives such Payment Blockage Notice, no subsequent Payment
      Blockage Notice will be effective for purposes of this Section 10.03
      unless and until (A) at least 365 days have elapsed since the delivery of
      the immediately prior Payment Blockage Notice and (B) all scheduled
      payments of principal, premium and additional

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                                                                              78

      interest, if any, and interest on the Securities that have come due have
      been paid in full in cash.

            Not more than one Payment Blockage Notice may be given in any
      consecutive 365-day period, irrespective of the number of defaults with
      respect to all Designated Senior Debt during such period; provided,
      however, that if any Payment Blockage Notice within such 365-day period is
      delivered to the Trustee by or on behalf of the Representative of the
      Designated Senior Debt of the Company (other than the holders of
      Indebtedness under the Credit Agreement), a Representative of holders of
      Indebtedness under the Credit Agreement may give another Payment Blockage
      Notice within such period; provided further, however, that in no event may
      the total number of days during which any payment blockage period or
      periods on the Securities is in effect exceed 179 days in the aggregate
      during any consecutive 365-day period, and there must be at least 186 days
      during any consecutive 365-day period during which no payment blockage
      period is in effect.

            The failure to make any payment on the Securities by reason of this
      Article X or Article XII shall not be construed as preventing the
      occurrence of an Event of Default with respect to the Securities by reason
      of such failure to make a required payment. Upon termination of any period
      of payment blockage, the Company shall be required to resume making any
      and all required payments under the Securities, including any missed
      payments. No nonpayment default that existed or was continuing on the date
      of delivery of any Payment Blockage Notice to the Trustee shall be, or be
      made, the basis for a subsequent Payment Blockage Notice.

            (b) The Company may and shall resume payments on and distributions
in respect of the Securities and may acquire them upon the earlier of:

            (i) in the case of a payment default on Designated Senior Debt, upon
      the date upon which such default is cured or waived; or

            (ii) in the case of a nonpayment default on Designated Senior Debt,
      upon the earlier of the date on which such nonpayment default is cured or
      waived and 179 days after the date on which the applicable Payment
      Blockage Notice is received, unless the maturity of any Designated Senior
      Debt has been accelerated,

if this Article X otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition. The Company shall promptly notify the
Representative of Designated Senior Debt if payment of the Securities is
accelerated because of an Event of Default. Notwithstanding the foregoing, the
Company may make payment on the Securities if the Company and the Trustee
receive written notice approving such payment from the Representative of the
Designated Senior Debt with respect to which either of the events set forth in
clauses (i) and (ii) of this paragraph has occurred and is continuing.

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                                                                              79

            SECTION 10.04. Acceleration of Payment of Securities. If payment of
the Securities is accelerated because of an Event of Default, the Company or the
Trustee (provided that the Trustee shall have received written notice from the
Company, on which notice the Trustee shall be entitled to conclusively rely)
shall promptly notify the Representative of the Designated Senior Debt of the
Company of the acceleration.

            SECTION 10.05. When Distribution Must Be Paid Over. If a
distribution is made to the Trustee or any Holder in respect of the Securities
(except in Permitted Junior Securities or from the trust, if any, created
pursuant to Article VIII) when the payment is prohibited by this Article X and
the Trustee or the Holder has received written notice at least two Business Days
prior to the relevant payment date that the payment is prohibited, the Trustee
or the Holder, as the case may be, who received the distribution shall hold the
payment in trust for the benefit of the holders of Senior Debt of the Company.
Upon the proper written request of the holders of Senior Debt, the Trustee or
the Holder, as the case may be, shall deliver the amounts in trust to the
holders of Senior Debt or their proper representative.

            SECTION 10.06. Subrogation. After all Senior Debt of the Company is
paid in full and until the Securities are paid in full, Holders shall be
subrogated to the rights of holders of such Senior Debt to receive distributions
applicable to Senior Debt. A distribution made under this Article X to holders
of such Senior Debt that otherwise would have been made to Holders is not, as
between the Company and Holders, a payment by the Company on such Senior Debt.

            SECTION 10.07. Relative Rights. This Article X defines the relative
rights of Holders and holders of Senior Debt of the Company. Nothing in this
Indenture shall:

            (a) impair, as between the Company and Holders, the obligation of
      the Company, which is absolute and unconditional, to pay principal of and
      interest and additional interest, if any, on the Securities in accordance
      with their terms; or

            (b) prevent the Trustee or any Holder from exercising its available
      remedies upon a Default or Event of Default, subject to the rights of
      holders of Senior Debt of the Company to receive distributions otherwise
      payable to Holders.

            SECTION 10.08. Subordination May Not Be Impaired by Company. No
right of any holder of Senior Debt of the Company to enforce the subordination
of the Indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by its failure to comply with this Indenture.

            SECTION 10.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 10.03 or any other provision of this Indenture, the Trustee or Paying
Agent may continue to make payments on the Securities and shall not be charged
with knowledge of the existence of facts that would prohibit the making of any
such payments or distributions by the Trustee unless, not less than two Business
Days prior to the date of

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                                                                              80

such payment, a Trust Officer of the Trustee receives notice satisfactory to it
that payments may not be made under this Article X. The Company, the Registrar,
the Paying Agent, a Representative or a holder of Senior Debt of the Company may
give the notice; provided, however, that, if an issue of Senior Debt of the
Company has a Representative, only the Representative may give the notice.

            The Trustee, in its individual or any other capacity, may hold
Senior Debt of the Company with the same rights it would have if it were not
Trustee. The Registrar and the Paying Agent may do the same with like rights.
The Trustee shall be entitled to all the rights set forth in this Article X with
respect to any Senior Debt of the Company that may at any time be held by it, to
the same extent as any other holder of such Senior Debt, and nothing in Article
VII shall deprive the Trustee of any of its rights as such holder. Nothing in
this Article X shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.07 or any other Section of this Indenture.

            SECTION 10.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Debt of the
Company, the distribution may be made and the notice given to their
Representative (if any).

            SECTION 10.11. Article X Not To Prevent Events of Default or Limit
Right To Accelerate. The failure to make a payment pursuant to the Securities by
reason of any provision in this Article X shall not be construed as preventing
the occurrence of a Default. Nothing in this Article X shall have any effect on
the right of the Holders or the Trustee to accelerate the maturity of the
Securities.

            SECTION 10.12. Trust Monies Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article VIII by the Trustee
for the payment of principal of and interest and additional interest, if any, on
the Securities shall not be subordinated to the prior payment of any Senior Debt
of the Company or subject to the restrictions set forth in this Article X, and
none of the Holders shall be obligated to pay over any such amount to the
Company or any holder of Senior Debt of the Company or any other creditor of the
Company.

            SECTION 10.13. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article X, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 10.02
are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Holders or
(c) upon the Representatives for the holders of Senior Debt of the Company for
the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of such Senior Debt 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 X.
In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior Debt of
the Company to participate in any payment or distribution pursuant to this
Article X, the Trustee may request such Person to

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                                                                              81

furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such Senior Debt held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article X, 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. The Trustee shall be entitled to conclusively rely on the delivery to
it of a written notice by a person representing itself to be a holder of Senior
Debt or a Representative (or a trustee, fiduciary or agent therefor) to
establish that such notice has been given by a holder of Senior Debt or a
Representative (or a trustee, fiduciary or agent therefor). The provisions of
Sections 7.01 and 7.02 shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article X.

            SECTION 10.14. Trustee To Effectuate Subordination. Each Holder by
accepting a Security authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination between the Holders and the holders of Senior Debt of the
Company as provided in this Article X and appoints the Trustee as
attorney-in-fact for any and all such purposes.

            SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Debt. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt of the Company and shall not be liable to any such holders if it shall
mistakenly pay over or distribute, to Holders or the Company or any other
Person, money or assets to which any holders of Senior Debt of the Company shall
be entitled by virtue of this Article X or otherwise.

            SECTION 10.16. Reliance by Holders of Senior Debt on Subordination
Provisions. Each Holder 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 Debt of the Company, whether
such Senior Debt 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
Debt, and such holder of such Senior Debt shall be deemed conclusively to have
relied on such subordination provisions in acquiring and continuing to hold, or
in continuing to hold, such Senior Debt.

                                   ARTICLE XI

                                 Note Guarantees

            SECTION 11.01. Note Guarantees. (a) Each Note Guarantor hereby
jointly and severally and unconditionally guarantees, as a primary obligor and
not merely as a surety, to each Holder and to the Trustee and its successors and
assigns (i) the full and punctual payment when due, whether at Stated Maturity,
by acceleration, by redemption or otherwise, of all obligations of the Company
under this Indenture (including obligations to the Trustee) and the Securities,
whether for payment of principal of, interest on or additional interest, if any,
in respect of the Securities and all other monetary obligations (to the fullest
extent permitted by applicable law) of the Company under this Indenture and the
Securities and (ii) the full and punctual performance within

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applicable grace periods of all other obligations of the Company whether for
fees, expenses, indemnification or otherwise under this Indenture and the
Securities (all the foregoing being hereinafter collectively called the
"Guaranteed Obligations"). To the fullest extent permitted by applicable law,
each Note Guarantor further agrees that the Guaranteed Obligations may be
extended or renewed, in whole or in part, without notice or further assent from
each such Note Guarantor, and that each such Note Guarantor shall remain bound
under this Article XI notwithstanding any extension or renewal of any Guaranteed
Obligation.

            (b) Each Note Guarantor waives presentation to, demand of payment
from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. Each Note Guarantor waives notice of
any default under the Securities or the Guaranteed Obligations. The obligations
of each Note Guarantor hereunder shall not be affected by (i) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other Person under this Indenture, the
Securities or any other agreement or otherwise; (ii) any extension or renewal of
any thereof; (iii) any rescission, waiver, amendment or modification of any of
the terms or provisions of this Indenture, the Securities or any other
agreement; (iv) the release of any security held by any Holder or the Trustee
for the Guaranteed Obligations or any of them; (v) the failure of any Holder or
Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (vi) any change in the ownership of such Note
Guarantor, except as provided in Section 11.02(b).

            (c) Each Note Guarantor hereby waives any right to which it may be
entitled to have its obligations hereunder divided among the Note Guarantors,
such that such Note Guarantor's obligations would be less than the full amount
claimed. Each Note Guarantor hereby waives any right to which it may be entitled
to have the assets of the Company first be used and depleted as payment of the
Company's or such Note Guarantor's obligations hereunder prior to any amounts
being claimed from or paid by such Note Guarantor hereunder. Each Note Guarantor
hereby waives any right to which it may be entitled to require that the Company
be sued prior to an action being initiated against such Note Guarantor.

            (d) Each Note Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.

            (e) The Guarantee of each Note Guarantor is, to the extent and in
the manner set forth in Article XII, subordinated and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Debt of the relevant Note Guarantor and is made
subject to such provisions of this Indenture.

            (f) Except as expressly set forth in Sections 8.01(b), 11.02 and
11.07, the obligations of each Note Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver,

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                                                                              83

release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Note Guarantor herein shall not be discharged or impaired or
otherwise affected by the failure of any Holder or the Trustee to assert any
claim or demand or to enforce any remedy under this Indenture, the Securities or
any other agreement, by any waiver or modification of any thereof, by any
default, failure or delay, wilful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Note Guarantor or would otherwise operate as a discharge of any Note
Guarantor as a matter of law or equity.

            (g) Each Note Guarantor agrees that its Note Guarantee shall remain
in full force and effect until payment in full of all the Guaranteed Obligations
or such Note Guarantee is released in compliance with Section 11.03 or upon the
merger or the sale of all the Capital Stock or assets of the Note Guarantor in
compliance with Section 4.06 or Article V. Each Note Guarantor further agrees
that its Note Guarantee herein shall, to the fullest extent permitted by
applicable law, continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of principal of or interest or
additional interest, if any, on any Guaranteed Obligation is rescinded or must
otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.

            (h) In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against any
Note Guarantor by virtue hereof, upon the failure of the Company to pay the
principal of or interest or additional interest, if any, on any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any other
Guaranteed Obligation, each Note Guarantor hereby promises to and shall, upon
receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in
cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Guaranteed Obligations, (ii) accrued and unpaid
interest on such Guaranteed Obligations (but only to the extent not prohibited
by law) and (iii) all other monetary obligations of the Company to the Holders
and the Trustee.

            (i) Each Note Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations and all obligations to which the Guaranteed Obligations are
subordinated as provided in Article XII. Each Note Guarantor further agrees
that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, to the fullest extent permitted by applicable law, (i) the maturity
of the Guaranteed Obligations guaranteed hereby may be accelerated as provided
in Article VI for the purposes of any Note Guarantee herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of
the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article VI, such Guaranteed

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                                                                              84

Obligations (whether or not due and payable) shall forthwith become due and
payable by such Note Guarantor for the purposes of this Section 11.01.

            (j) Each Note Guarantor, jointly and severally, also agrees to pay
any and all costs and expenses (including reasonable attorneys' fees and
expenses) incurred by the Trustee or any Holder in enforcing any rights under
this Section 11.01.

            (k) Upon request of the Trustee, each Note Guarantor shall execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

            SECTION 11.02. Limitation on Liability. Any term or provision of
this Indenture to the contrary notwithstanding, the maximum aggregate amount of
the Guaranteed Obligations guaranteed hereunder by any Note Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering this
Indenture, as it relates to such Note Guarantor, void or voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

            SECTION 11.03. Releases of Note Guarantees. A Note Guarantee shall
be released without any action required on the part of the Trustee or any Holder
(a) if (i) all of the Capital Stock of, or all or substantially all of the
assets of, such Note Guarantor is sold or otherwise disposed of (including by
way of merger or consolidation), in each case in compliance with Sections 4.06
and 5.01, to a Person other than (either before or after giving effect to such
transaction) the Company or any of its Subsidiaries or (ii) such Note Guarantor
ceases to be a Restricted Subsidiary, and the Company otherwise complies, to the
extent applicable, with Section 4.15, (b) upon any legal defeasance in
accordance with Article VIII, (c) if the Company designates such Note Guarantor
as an Unrestricted Subsidiary, (d) if such Note Guarantor is or becomes a
Receivables Subsidiary, (e) if such Note Guarantor is a Foreign Subsidiary, the
obligation in respect of which such Guarantee arose is released or (f) in the
case of any Note Guarantee made by Holdings pursuant to Section 4.11(b), if the
guarantee in respect of which such Note Guarantee arose is no longer
outstanding. A Note Guarantor may also be released from its obligations under
its Note Guarantee in connection with an amendment permitted by Article IX.

            Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such release was made
by the Company in accordance with the provisions of this Indenture, the Trustee
will execute any documents prepared by the Company reasonably required in order
to evidence the release of any Note Guarantor from its obligations under its
Note Guarantee.

            Any Note Guarantor not released from its obligations under its Note
Guarantee will remain liable for the full amount of principal of and interest on
the Securities and for the other obligations of any Note Guarantor under this
Indenture as provided in this Article XI.

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                                                                              85

            SECTION 11.04. Successors and Assigns. This Article XI shall be
binding upon each Note Guarantor and its successors and assigns and shall inure
to the benefit of the successors and assigns of the Trustee and the Holders and,
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 this Indenture
and in the Securities shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture.

            SECTION 11.05. No Waiver. Neither a failure nor a delay on the part
of either the Trustee or the Holders in exercising any right, power or privilege
under this Article XI shall operate as a waiver thereof, nor shall a single 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
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article XI at law,
in equity, by statute or otherwise.

            SECTION 11.06. Modification. No modification, amendment or waiver of
any provision of this Article XI, nor the consent to any departure by any Note
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Trustee, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Note Guarantor in any case shall entitle such Note
Guarantor to any other or further notice or demand in the same, similar or other
circumstances.

            SECTION 11.07. Execution of Supplemental Indenture for Future Note
Guarantors. Each Subsidiary which is required to become a Note Guarantor
pursuant to Section 4.11 shall promptly execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit C hereto pursuant to which such
Subsidiary shall become a Note Guarantor under this Article XI and shall
guarantee the Guaranteed Obligations. Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Note Guarantee of such Note Guarantor
is a valid and binding obligation of such Note Guarantor, enforceable against
such Note Guarantor in accordance with its terms and or to such other matters as
the Trustee may reasonably request.

            SECTION 11.08. Non-Impairment. The failure to endorse a Note
Guarantee on any Security shall not affect or impair the validity thereof.

<PAGE>
                                                                              86

                                   ARTICLE XII

                      Subordination of the Note Guarantees

            SECTION 12.01. Agreement To Subordinate. Each Note Guarantor agrees,
and each Holder by accepting a Security agrees, that the obligations of a Note
Guarantor hereunder are subordinated in right of payment, to the extent and in
the manner provided in this Article XII, to the prior payment in full of all
Senior Debt, including Senior Debt incurred after the Closing Date, of such Note
Guarantor and that the subordination is for the benefit of and enforceable by
the holders of such Senior Debt of such Note Guarantor. The obligations
hereunder with respect to a Note Guarantor shall in all respects rank pari passu
with any future Senior Subordinated Debt of such Note Guarantor and shall rank
senior in right of payment to any future subordinated Indebtedness of such Note
Guarantor; and only Indebtedness of such Note Guarantor that is Senior Debt of
such Note Guarantor shall rank senior to the obligations of such Note Guarantor
in accordance with the provisions set forth herein.

            SECTION 12.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of a Note Guarantor to creditors of such
Note Guarantor in a liquidation or dissolution of such Note Guarantor; in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to such Note Guarantor or its property; in an assignment for the
benefit of creditors; or in any marshaling of such Note Guarantor's assets and
liabilities:

            (a) holders of Senior Debt of such Note Guarantor shall be entitled
      to receive payment in full of all Obligations due in respect of such
      Senior Debt (including interest after the commencement of any bankruptcy
      proceeding at the rate specified in the applicable Senior Debt whether or
      not such interest is an allowed claim in any such proceeding) before the
      Holders shall be entitled to receive any payment or distribution with
      respect to the Securities (except that Holders may receive and retain
      Permitted Junior Securities and payments made from the trust, if any,
      created pursuant to Article VIII); and

            (b) until all Obligations with respect to Senior Debt of such Note
      Guarantor (as provided in clause (a) above) are paid in full, any payment
      or distribution to which Holders would be entitled but for this Article X
      shall be made to holders of such Senior Debt as their interests may
      appear, except that Holders may receive and retain Permitted Junior
      Securities and payments made from the trust, if any, created pursuant to
      Article VIII.

            SECTION 12.03. Default on Designated Senior Debt of a Note
Guarantor. A Note Guarantor may not make any payment pursuant to any of the
Guaranteed Obligations or purchase, repurchase, redeem or otherwise acquire or
retire for value any Securities (collectively, "pay its Note Guarantee") unless
such Designated Senior Debt has been paid in full if:

<PAGE>
                                                                              87

            (a) a payment default on any Designated Senior Debt of such Note
      Guarantor occurs and is continuing; or

            (b) any other default on Designated Senior Debt of such Note
      Guarantor occurs and is continuing on any series of Designated Senior Debt
      that permits holders of that series of Designated Senior Debt to
      accelerate its maturity, and the Trustee receives a notice of such default
      (a "Guarantee Blockage Notice") from the Representative of the holders of
      the Designated Senior Debt of such Note Guarantor. If the Trustee receives
      such Guarantee Blockage Notice, no subsequent Guarantee Blockage Notice
      will be effective for purposes of this Section 12.03 unless and until (A)
      at least 365 days have elapsed since the delivery of the immediately prior
      Guarantee Blockage Notice and (B) all Designated Senior Debt has been
      repaid in full in cash.

            Not more than one Guarantee Blockage Notice may be given in any
      consecutive 365-day period, irrespective of the number of defaults with
      respect to Designated Senior Debt of such Note Guarantor during such
      period; provided, however, that if any Guarantee Blockage Notice within
      such 365-day period is delivered to the Trustee by or on behalf of the
      Representative of the Designated Senior Debt of the of such Note Guarantor
      (other than the holders of Indebtedness under the Credit Agreement), a
      Representative of holders of Indebtedness under the Credit Agreement may
      give another Guarantee Blockage Notice within such period; provided
      further, however, that in no event may the total number of days during
      which any guarantee blockage period or periods on the Securities is in
      effect exceed 179 days in the aggregate during any consecutive 365-day
      period, and there must be at least 186 days during any consecutive 365-day
      period during which no guarantee blockage period is in effect.

            The failure to make any payment on the Guaranteed Obligations by
      reason of the subordination provisions of this Indenture shall not be
      construed as preventing the occurrence of an Event of Default with respect
      to the Securities by reason of such failure to make a required payment.
      Upon termination of any period of guarantee blockage, the Company shall be
      required to resume making any and all required payments under the
      Securities, including any missed payments. No nonpayment default that
      existed or was continuing on the date of delivery of any Guarantee
      Blockage Notice to the Trustee shall be, or be made, the basis for a
      subsequent Guarantee Blockage Notice.

            (c) Such Note Guarantor may and shall resume payments in respect of
      the Securities and may acquire them upon the earlier of:

                  (i) in the case of a payment default on Designated Senior
            Debt, upon the date upon which such default is cured or waived; or

                  (ii) in the case of a nonpayment default on Designated Senior
            Debt, upon the earlier of the date on which such nonpayment default
            is cured or waived and 179 days after the date on which the
            applicable Guarantee

<PAGE>
                                                                              88

            Blockage Notice is received, unless the maturity of any Designated
            Senior Debt has been accelerated,

if this Article XII otherwise permits the payment or acquisition at the time of
such payment or acquisition. Notwithstanding the foregoing, such Note Guarantor
may make payment on the Securities if such Note Guarantor and the Trustee
receive written notice approving such payment from the Representative of the
Designated Senior Debt with respect to which either of the events set forth in
clauses (i) and (ii) of this paragraph has occurred and is continuing.

            SECTION 12.04. Demand for Payment. If payment of the Securities is
accelerated because of an Event of Default and a demand for payment is made on a
Note Guarantor pursuant to Article XI, the Company or the Trustee (provided that
the Trustee shall have received written notice from the Company or such Note
Guarantor, on which notice the Trustee shall be entitled to conclusively rely)
shall promptly notify the Representative of the Designated Senior Debt of the
Company of such demand. If any Designated Senior Indebtedness of such Note
Guarantor is outstanding, such Note Guarantor may not pay its Note Guarantee
until five Business Days after such holders or the Representative of the holders
of the Designated Senior Indebtedness of such Note Guarantor receive notice of
such demand and, thereafter, may pay its Note Guarantee only if this Article XII
otherwise permits payment at that time.

            SECTION 12.05. When Distribution Must Be Paid Over. If a payment or
distribution is made to the Trustee or any Holder in respect of the Securities
(except in Permitted Junior Securities or from the trust, if any, created
pursuant to Article VIII) when the payment is prohibited by this Article XII and
the Trustee or the Holder has received written notice at least two Business Days
prior to the relevant payment date that the payment is prohibited, the Trustee
or the Holder, as the case may be, who received the payment or distribution
shall hold such payment or distribution in trust for the benefit of the holders
of Senior Debt of the relevant Note Guarantor. Upon the proper written request
of the holders of Senior Debt, the Trustee or the Holder, as the case may be,
shall deliver the amounts in trust to the holders of Senior Debt or their proper
representative.

            SECTION 12.06. Subrogation. After all Senior Debt of a Note
Guarantor is paid in full and until the Securities are paid in full in cash,
Holders shall be subrogated (equally and ratably with all other Indebtedness
pari passu with the Securities) to the rights of holders of Senior Debt of such
Note Guarantor to receive distributions applicable to Senior Debt of such Note
Guarantor. A distribution made under this Article XII to holders of Senior Debt
of such Note Guarantor that otherwise would have been made to Holders is not, as
between such Note Guarantor and Holders, a payment by such Note Guarantor on
Senior Debt of such Note Guarantor.

            SECTION 12.07. Relative Rights. This Article XII defines the
relative rights of Holders and holders of Senior Debt of a Note Guarantor.
Nothing in this Indenture shall:

<PAGE>
                                                                              89

            (a) impair, as between a Note Guarantor and Holders, the obligation
      of a Note Guarantor which is absolute and unconditional, to make payments
      with respect to the Guaranteed Obligations to the extent set forth in
      Article XI; or

            (b) prevent the Trustee or any Holder from exercising its available
      remedies upon a default by a Note Guarantor under its obligations with
      respect to the Guaranteed Obligations, subject to the rights of holders of
      Senior Debt of such Note Guarantor to receive distributions otherwise
      payable to Holders.

            SECTION 12.08. Subordination May Not Be Impaired by a Note
Guarantor. No right of any holder of Senior Debt of a Note Guarantor to enforce
the subordination of the obligations of such Note Guarantor hereunder shall be
impaired by any act or failure to act by such Note Guarantor or by its failure
to comply with this Indenture.

            SECTION 12.09. Rights of Trustee and Paying Agent. Notwithstanding
Section 12.03 or any other provision of this Indenture, the Trustee or the
Paying Agent may continue to make payments on the Securities and shall not be
charged with knowledge of the existence of facts that would prohibit the making
of any such payments or distributions by the Trustee unless, not less than two
Business Days prior to the date of such payment, a Trust Officer of the Trustee
receives notice satisfactory to it that payments may not be made under this
Article XII. A Note Guarantor, the Registrar or co-registrar, the Paying Agent,
a Representative or a holder of Senior Debt of a Note Guarantor may give the
notice; provided, however, that, if an issue of Senior Debt of a Note Guarantor
has a Representative, only the Representative may give the notice.

            The Trustee, in its individual or any other capacity, may hold
Senior Debt of a Note Guarantor with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article XII with respect to any Senior Debt of a Note Guarantor that may at
any time be held by it, to the same extent as any other holder of Senior Debt of
such Note Guarantor, and nothing in Article VII shall deprive the Trustee of any
of its rights as such holder. Nothing in this Article XII shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 7.07 or any other
Section of this Indenture.

            SECTION 12.10. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Debt of a Note
Guarantor, the distribution may be made and the notice given to their
Representative (if any).

            SECTION 12.11. Article XII Not To Prevent Events of Default or Limit
Right To Accelerate. The failure of a Note Guarantor to make a payment on any of
its obligations by reason of any provision in this Article XII shall not be
construed as preventing the occurrence of a default by such Note Guarantor under
such obligations. Nothing in this Article XII shall have any effect on the right
of the Holders or the Trustee to make a demand for payment on a Note Guarantor
pursuant to Article XI.

<PAGE>
                                                                              90

            SECTION 12.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article XII, the Trustee and the Holders shall be
entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (b) upon a certificate of the liquidating trustee or agent or other
Person making such payment or distribution to the Trustee or to the Holders or
(c) upon the Representatives for the holders of Senior Debt of a Note Guarantor
for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of such Senior Debt of such Note Guarantor
and other Indebtedness of such Note Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XII. In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Debt of a Note Guarantor to participate in
any payment or distribution pursuant to this Article XII, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Debt of such Note Guarantor held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article XII, 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. The Trustee shall be entitled to
conclusively rely on the delivery to it of a written notice by a person
representing itself to be a holder of Senior Debt or a Representative (or a
trustee, fiduciary or agent therefor) to establish that such notice has been
given by a holder of Senior Debt or a Representative (or a trustee, fiduciary or
agent therefor). The provisions of Sections 7.01 and 7.02 shall be applicable to
all actions or omissions of actions by the Trustee pursuant to this Article XII.

            SECTION 12.13. Trustee To Effectuate Subordination. Each Holder by
accepting a Security authorizes and directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination between the Holders and the holders of Senior Debt of each of
the Note Guarantors as provided in this Article XII and appoints the Trustee as
attorney-in-fact for any and all such purposes.

            SECTION 12.14. Trustee Not Fiduciary for Holders of Senior Debt of a
Note Guarantor. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt of a Note Guarantor and shall not be liable to any such
holders if it shall mistakenly pay over or distribute, to Holders or the
relevant Note Guarantor or any other Person, money or assets to which any
holders of Senior Debt of such Note Guarantor shall be entitled by virtue of
this Article XII or otherwise.

            SECTION 12.15. Reliance by Holders of Senior Debt of a Note
Guarantor on Subordination Provisions. Each Holder 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
Debt of a Note Guarantor, whether such Senior Debt 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 Debt, and such holder of such Senior Debt
shall be deemed conclusively to have

<PAGE>
                                                                              91

relied on such subordination provisions in acquiring and continuing to hold, or
in continuing to hold, such Senior Debt.

            SECTION 12.16. Defeasance. Notwithstanding anything contained herein
to the contrary, payments from money or the proceeds of U.S. Government
Obligations held in trust under Article VIII by the Trustee for the payment of
principal of, and interest and additional interest on, the Securities shall not
be subordinated to the prior payment of any Senior Debt of any Note Guarantor or
subject to the restrictions set forth in this Article XII, and none of the
Holders shall be obligated to pay over any such amount to a Note Guarantor or
any holder of Senior Debt of a Note Guarantor or any other creditor of a Note
Guarantor.

                                  ARTICLE XIII

                                  Miscellaneous

            SECTION 13.01. Trust Indenture Act Controls. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by, or with another provision (an "incorporated provision")
included in this Indenture by operation of, Sections 310 to 318 of the TIA,
inclusive, such imposed duties or incorporated provision shall control.

            SECTION 13.02. Notices. Any notice or communication shall be in
writing (which may be a facsimile with the original to follow) and delivered in
person or mailed by first-class mail addressed as follows:

                            if to the Company(1):

                            Pinnacle Foods Holding Corporation
                            6 Executive Campus
                            Cherry Hill, New Jersey 08002

                            Attention of:
                            M. Kelley Maggs

                            if to the Trustee:

                            Wilmington Trust Company
                            Rodney Square North
                            1100 North Market Street
                            Wilmington, DE 19890-0001

                            Attention of:
                            Corporate Trust Administration

--------------------------
  (1) PLEASE PROVIDE PARTICULARS.
<PAGE>
                                                                              92

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

            Any notice or communication mailed to a Holder shall be mailed,
first class mail, to the Holder at the Holder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

            Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

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

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

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

            (b) an Opinion of Counsel in form reasonably satisfactory to the
      Trustee stating that, in the opinion of such counsel, all such conditions
      precedent have been complied with.

            SECTION 13.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture (other than pursuant to Section 4.09) shall
include:

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

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

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

<PAGE>
                                                                              93

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

            SECTION 13.06. When Securities Disregarded. In determining whether
the Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company, any Note
Guarantor or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any Note
Guarantor shall be disregarded and deemed not to be outstanding, except that,
for the purpose of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities which the Trustee
knows are so owned shall be so disregarded. Subject to the foregoing, only
Securities outstanding at the time shall be considered in any such
determination.

            SECTION 13.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

            SECTION 13.08. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or other day on which banking institutions are not required by law or
regulation to be open in the State of New York or the State of Delaware. If a
payment date is a Legal Holiday, payment shall be made on the next succeeding
day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a regular record date is a Legal Holiday, the record date
shall not be affected.

            SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

            SECTION 13.10. No Recourse Against Others. A director, officer,
employee or stockholder, as such, of the Company or any of the Note Guarantors,
shall not have any liability for any obligations of the Company or any of the
Note Guarantors under the Securities or this Indenture or for any claim based
on, in respect of or by reason of such obligations or their creation. By
accepting a Security, each Holder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the
Securities.

            SECTION 13.11. Successors. All agreements of the Company and each
Note Guarantor in this Indenture and the Securities shall bind its successors.
All agreements of the Trustee in this Indenture shall bind its successors.

            SECTION 13.12. Counterparts. The parties may sign any number of
copies of this Indenture (which may include counterparts delivered by any
standard form of telecommunication with the originals to follow), each of which
shall be an original and

<PAGE>
                                                                              94

all of which together shall constitute one and the same agreement. One signed
copy is enough to prove this Indenture.

            SECTION 13.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

<PAGE>

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

                                        PINNACLE FOODS HOLDING CORPORATION,

                                         By:  /s/ M. KELLEY MAGGS
                                            --------------------------------
                                            Name:  M. Kelley Maggs
                                            Title: Senior Vice President,
                                                   Secretary and General Counsel

                                        PINNACLE FOODS CORPORATION,
                                        PF SALES, LLC,
                                        PF DISTRIBUTION, LLC,
                                        PINNACLE FOODS BRANDS CORPORATION,
                                        PF STANDARDS CORPORATION,
                                        PINNACLE FOODS MANAGEMENT
                                            CORPORATION and
                                        PF SALES (N. CENTRAL REGION) CORP.,
                                        as Note Guarantors

                                         By:  /s/ M. KELLEY MAGGS
                                            --------------------------------
                                            Name:  M. Kelley Maggs
                                            Title: Senior Vice President,
                                                   Secretary and General Counsel

                                        WILMINGTON TRUST COMPANY,
                                        as Trustee,

                                         By:  /s/ JAMES J. MCGINLEY
                                             --------------------------------
                                             Name:  James J. McGinley
                                             Title: Authorized Signer

<PAGE>

                                                                      APPENDIX A

                   PROVISIONS RELATING TO ORIGINAL SECURITIES,
                  ADDITIONAL SECURITIES AND EXCHANGE SECURITIES

      1. Definitions

      1.1 Definitions

            For the purposes of this Appendix A the following terms shall have
the meanings indicated below:

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

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

            "Definitive Security" means a certificated Initial Security or
Exchange Security (bearing the Restricted Securities Legend if the transfer of
such Security is restricted by applicable law) that does not include the Global
Securities Legend.

            "Depositary" means The Depository Trust Company, its nominees and
their respective successors.

            "Distribution Compliance Period," with respect to any Securities,
means the period of 40 consecutive days beginning on and including the later of
(a) the day on which such Securities are first offered to persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S, notice of which day shall be promptly given by the Company to
the Trustee, and (b) the Issue Date with respect to such Securities.

            "Euroclear" means the Euroclear Clearance System or any successor
securities clearing agency.

            "Global Securities Legend" means the legend set forth under that
caption in Exhibit A to this Indenture.

            "IAI" means an institutional "accredited investor" as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

            "Initial Purchasers" means J.P. Morgan Securities Inc. and Deutsche
Bank Securities Inc.

            "Issue Date" means, with respect to any Initial Securities, the date
on which such Initial Securities are originally issued.

<PAGE>
                                                                               2

            "Purchase Agreement" means (a) (i) the Purchase Agreement dated
November 20, 2003, among Crunch Acquisition Corp., a Delaware corporation, and
the Initial Purchasers and (ii) the Joinder to the Purchase Agreement dated
November 25, 2003, among the Company, the Note Guarantors and the Initial
Purchasers and (b) any other similar Purchase Agreement relating to Additional
Securities.

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

            "Registered Exchange Offer" means an offer by the Company, pursuant
to the Registration Agreement, to certain Holders of Initial Securities, to
issue and deliver to such Holders, in exchange for their Initial Securities, a
like aggregate principal amount of Exchange Securities registered under the
Securities Act.

            "Registration Agreement" means (a) the Exchange and Registration
Rights Agreement dated November 25, 2003, among the Company, the Note Guarantors
and the Initial Purchasers and (b) any other similar Exchange and Registration
Rights Agreement relating to Additional Securities.

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

            "Regulation S Securities" means all Initial Securities offered and
sold outside the United States in reliance on Regulation S.

            "Restricted Securities Legend" means the legend set forth in Section
2.3(e)(i) herein.

            "Rule 501" means Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

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

            "Rule 144A Securities" means all Initial Securities offered and sold
to QIBs in reliance on Rule 144A.

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

            "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depositary) or any successor person thereto, who
shall initially be the Trustee.

            "Shelf Registration Statement" means a registration statement filed
by the Company in connection with the offer and sale of Initial Securities
pursuant to the Registration Agreement.

            "Transfer-Restricted Securities" means Definitive Securities and any
other Securities that bear or are required to bear the Restricted Securities
Legend.

<PAGE>
                                                                               3

      1.2 Other Definitions

<TABLE>
<CAPTION>
                                                      Defined
                  Term:                             in Section:
                                                    ----------
<S>                                                 <C>
"Agent Members".............................          2.1(c)
"IAI Global Security".......................          2.1(b)
"Global Security"...........................          2.1(b)
"Regulation S Global Security"..............          2.1(b)
"Rule 144A Global Security".................          2.1(b)
</TABLE>

      2. The Securities

      2.1 Form and Dating

            (a) The Original Securities issued on the date hereof will be (i)
offered and sold by the Company pursuant to the Purchase Agreement and (ii)
resold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons
other than U.S. Persons (as defined in Regulation S) in reliance on Regulation
S. Such Original Securities may thereafter be transferred to, among others,
QIBs, purchasers in reliance on Regulation S and, except as set forth below,
IAIs in accordance with Rule 501. Additional Securities offered after the date
hereof may be offered and sold by the Company from time to time pursuant to one
or more Purchase Agreements in accordance with applicable law.

            (b) Global Securities. Rule 144A Securities shall be issued
initially in the form of one or more permanent global Securities in definitive,
fully registered form (collectively, the "Rule 144A Global Security") and
Regulation S Securities shall be issued initially in the form of one or more
global Securities (collectively, the "Regulation S Global Security"), in each
case without interest coupons and bearing the Global Securities Legend and
Restricted Securities Legend, which shall be deposited on behalf of the
purchasers of the Securities represented thereby with the Securities Custodian,
and registered in the name of the Depositary or a nominee of the Depositary,
duly executed by the Company and authenticated by the Trustee as provided in
this Indenture. One or more global securities in definitive, fully registered
form without interest coupons and bearing the Global Securities Legend and the
Restricted Securities Legend (collectively, the "IAI Global Security") shall
also be issued on the Closing Date, deposited with the Securities Custodian, and
registered in the name of the Depositary or a nominee of the Depositary, duly
executed by the Company and authenticated by the Trustee as provided in this
Indenture to accommodate transfers of beneficial interests in the Securities to
IAIs subsequent to the initial distribution. Beneficial ownership interests in
the Regulation S Global Security shall not be exchangeable for interests in the
Rule 144A Global Security, the IAI Global Security or any other Security without
a Restricted Securities Legend until the expiration of the Distribution
Compliance Period. The Rule 144A Global Security, the IAI Global Security and
the Regulation S Global Security are each referred to herein as a "Global
Security" and are collectively referred to herein as "Global Securities,"
provided, that the term "Global Security" when used in Sections 2.1(b), 2.1(c),
2.3(g)(i), 2.3(h)(i) and 2.4 of this Appendix shall also include any Security in
global form issued in

<PAGE>
                                                                               4

connection with a Registered Exchange Offer. The aggregate principal amount of
the Global Securities may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its
nominee.

            (c) Book-Entry Provisions. This Section 2.1(c) shall apply only to a
Global Security deposited with or on behalf of the Depositary.

            The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(c) and Section 2.2 and pursuant to an order of the Company
signed by an Officer, authenticate and deliver initially one or more Global
Securities that (i) shall be registered in the name of the Depositary for such
Global Security or Global Securities or the nominee of such Depositary and (ii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions or held by the Trustee as Securities Custodian.

            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 by the Trustee as Securities Custodian
or under such Global Security, and the Depositary may be treated by the Company,
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 Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or
other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such
Depositary governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

            (d) Definitive Securities. Except as provided in Section 2.3 or 2.4,
owners of beneficial interests in Global Securities will not be entitled to
receive physical delivery of certificated Securities.

      2.2 Authentication. The Trustee shall authenticate and make available for
delivery upon a written order of the Company signed by one Officer (a) Original
Securities for original issue on the date hereof in an aggregate principal
amount of $200,000,000, (b) subject to the terms of this Indenture, Additional
Securities in an unlimited aggregate principal amount and (c) the Exchange
Securities for issue only in a Registered Exchange Offer, in the case of (c)
pursuant to the Registration Agreement and for a like principal amount of
Initial Securities exchanged pursuant thereto. Such order shall specify the
amount of the Securities to be authenticated, the date on which the original
issue of Securities is to be authenticated and whether the Securities are to be
Original Securities, Additional Securities or Exchange Securities. The aggregate
principal amount of Securities outstanding at any time is unlimited. In the case
of the authentication of Exchange Securities, the Company shall deliver an
Opinion of Counsel and an Officers' Certificate certifying as to the
effectiveness of a registration statement and absence of a stop order suspending
the effectiveness of such Registration Statement and authorizing the cancelation
of Initial Securities in exchange for Exchange Securities.

<PAGE>
                                                                               5

      2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive
Securities. When Definitive Securities are presented to the Registrar with a
request:

            (i) to register the transfer of such Definitive Securities; or

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

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Securities surrendered for transfer or exchange:

            (1) shall be duly endorsed or accompanied by a written instrument of
      transfer in form reasonably satisfactory to the Company and the Registrar,
      duly executed by the Holder thereof or his attorney duly authorized in
      writing; and

            (2) in the case of Definitive Securities which are
      Transfer-Restricted Securities, are accompanied by the following
      additional information and documents, as applicable:

                  (A) if such Definitive Securities are being delivered to the
            Registrar by a Holder for registration in the name of such Holder,
            without transfer, a certification from such Holder to that effect
            (in the form set forth on the reverse side of the Initial Security);
            or

                  (B) if such Definitive Securities are being transferred to the
            Company, a certification to that effect (in the form set forth on
            the reverse side of the Initial Security); or

                  (C) if such Definitive Securities are being transferred
            pursuant to an exemption from registration in accordance with Rule
            144 under the Securities Act or in reliance upon another exemption
            from the registration requirements of the Securities Act, (x) a
            certification to that effect (in the form set forth on the reverse
            side of the Initial Security) and (y) if the Company so requests, an
            opinion of counsel or other evidence reasonably satisfactory to it
            as to the compliance with the restrictions set forth in the legend
            set forth in Section 2.3(d)(i) and (z) in the case of a transfer to
            an IAI, a signed letter substantially in the form of Exhibit D.

            (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar,
together with:

            (i) certification (in the form set forth on the reverse side of the
      Initial Security) that such Definitive Security is being transferred (1)
      to a QIB in

<PAGE>
                                                                               6

      accordance with Rule 144A, (2) to an IAI that has furnished to the Trustee
      a signed letter substantially in the form of Exhibit D, and in the case of
      clause (2), an opinion of counsel as to the compliance with the
      restrictions set forth in the legend set forth in Section 2.3(d)(i) or (3)
      outside the United States in an offshore transaction within the meaning of
      Regulation S and in compliance with Rule 904 under the Securities Act; and

            (ii) written instructions directing the Trustee to make, or to
      direct the Securities Custodian to make, an adjustment on its books and
      records with respect to such Global Security to reflect an increase in the
      aggregate principal amount of the Securities represented by the Global
      Security, such instructions to contain information regarding the
      Depositary account to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depositary and the Securities Custodian, the
aggregate principal amount of Securities represented by the Global Security to
be increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Global Security
equal to the principal amount of the Definitive Security so canceled. If no
Global Securities are then outstanding and the Global Security has not been
previously exchanged for certificated securities pursuant to Section 2.4, the
Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officers' Certificate, a new Global Security in
the appropriate principal amount.

            (c) Transfer and Exchange of Global Securities. (i) The transfer and
exchange of Global Securities or beneficial interests therein shall be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Security
shall deliver a written order given in accordance with the Depositary's
procedures containing information regarding the participant account of the
Depositary to be credited with a beneficial interest in such Global Security or
another Global Security and such account shall be credited in accordance with
such order with a beneficial interest in the applicable Global Security and the
account of the Person making the transfer shall be debited by an amount equal to
the beneficial interest in the Global Security being transferred. Transfers by
an owner of a beneficial interest in the Rule 144A Global Security or the IAI
Global Security to a transferee who takes delivery of such interest through the
Regulation S Global Security, whether before or after the expiration of the
Distribution Compliance Period, shall be made only upon receipt by the Trustee
of a certification in the form provided on the reverse of the Initial Securities
from the transferor to the effect that such transfer is being made in accordance
with Regulation S or (if available) Rule 144 under the Securities Act and that,
if such transfer is being made prior to the expiration of the Distribution
Compliance Period, the interest transferred shall be held immediately thereafter
through Euroclear or Clearstream. In the case of a transfer of a beneficial
interest in the Rule 144A Global Security for an interest in the IAI Global
Security, the transferee must furnish a signed letter substantially in the form
of Exhibit D to the Trustee and an opinion

<PAGE>
                                                                               7

of counsel or other evidence reasonably satisfactory to the Trustee as to the
compliance with the restrictions set forth in the legend set forth in Section
2.3(d)(i).

            (ii) If the proposed transfer is a transfer of a beneficial interest
      in one Global Security to a beneficial interest in another Global
      Security, the Registrar shall reflect on its books and records the date
      and an increase in the principal amount of the Global Security to which
      such interest is being transferred in an amount equal to the principal
      amount of the interest to be so transferred, and the Registrar shall
      reflect on its books and records the date and a corresponding decrease in
      the principal amount of Global Security from which such interest is being
      transferred.

            (iii) Notwithstanding any other provisions of this Appendix (other
      than the provisions set forth in Section 2.4), a Global Security may not
      be transferred as a whole except by the Depositary to a nominee of the
      Depositary or by a nominee of the Depositary to the Depositary or another
      nominee of the Depositary or by the Depositary or any such nominee to a
      successor Depositary or a nominee of such successor Depositary.

            (iv) In the event that a Global Security is exchanged for Definitive
      Securities pursuant to Section 2.4 prior to the consummation of the
      Registered Exchange Offer or the effectiveness of the Shelf Registration
      Statement with respect to such Securities, such Securities may be
      exchanged only in accordance with such procedures as are substantially
      consistent with the provisions of this Section 2.3 (including the
      certification requirements set forth on the reverse of the Initial
      Securities intended to ensure that such transfers comply with Rule 144A or
      such other applicable exemption from registration under the Securities
      Act, as the case may be) and such other procedures as may from time to
      time be adopted by the Company.

            (d) Restrictions on Transfer of Regulation S Global Security. (i)
Prior to the expiration of the Distribution Compliance Period, interests in the
Regulation S Global Security may only be held through Euroclear or Clearstream.
During the Distribution Compliance Period, beneficial ownership interests in the
Regulation S Global Security may only be sold, pledged or transferred through
Euroclear or Clearstream in accordance with the Applicable Procedures and only
(1) to the Company, (2) so long as such security is eligible for resale pursuant
to Rule 144A, to a person whom the selling holder reasonably believes is a QIB
that purchases for its own account or for the account of a QIB to whom notice is
given that the resale, pledge or transfer is being made in reliance on Rule
144A, (3) in an offshore transaction in accordance with Regulation S, (4)
pursuant to an exemption from registration under the Securities Act provided by
Rule 144 (if applicable) under the Securities Act, (5) to an IAI purchasing for
its own account, or for the account of such an IAI, in a minimum principal
amount of Securities of $250,000 or (6) pursuant to an effective registration
statement under the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States. Prior to the
expiration of the Distribution Compliance Period, transfers by an owner of a
beneficial interest in the Regulation S Global Security to a transferee who

<PAGE>
                                                                               8

takes delivery of such interest through the Rule 144A Global Security or the IAI
Global Security shall be made only in accordance with Applicable Procedures and
upon receipt by the Trustee of a written certification from the transferor of
the beneficial interest in the form provided on the reverse of the Initial
Security to the effect that such transfer is being made to (1) a QIB within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A or
(2) an IAI purchasing for its own account, or for the account of such an IAI, in
a minimum principal amount of the Securities of $250,000. Such written
certification shall no longer be required after the expiration of the
Distribution Compliance Period. In the case of a transfer of a beneficial
interest in the Regulation S Global Security for an interest in the IAI Global
Security, the transferee must furnish a signed letter substantially in the form
of Exhibit D to the Trustee.

            (ii) Upon the expiration of the Distribution Compliance Period,
      beneficial ownership interests in the Regulation S Global Security shall
      be transferable in accordance with applicable law and the other terms of
      this Indenture.

            (e) Legend.

            (i) Except as permitted by the following paragraphs (ii), (iii) or
      (iv), each Security certificate evidencing the Global Securities and the
      Definitive Securities (and all Securities issued in exchange therefor or
      in substitution thereof) shall bear a legend in substantially the
      following form (each defined term in the legend being defined as such for
      purposes of the legend only):

      "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
      OTHER JURISDICTION. 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,
      SUCH REGISTRATION.

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
      BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
      SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
      THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN THE CASE
      OF RULE 144A NOTES: TWO YEARS] [IN THE CASE OF REGULATION S NOTES: 40
      DAYS] 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 SUCH SECURITY), ONLY (A) TO THE COMPANY,
      (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
      UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
      FOR RESALE PURSUANT TO RULE 144A UNDER THE

<PAGE>
                                                                               9

      SECURITIES ACT, 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 WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
      MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
      OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
      SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
      501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
      INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
      IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000,
      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 (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 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. THIS LEGEND WILL BE
      REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
      TERMINATION DATE."

Each Definitive Security shall bear the following additional legend:

      "IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
      AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE
      REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
      FOREGOING RESTRICTIONS."

            (ii) Upon any sale or transfer of a Transfer-Restricted Security
      that is a Definitive Security, the Registrar shall permit the Holder
      thereof to exchange such Transfer-Restricted Security for a Definitive
      Security that does not bear the legends set forth above and rescind any
      restriction on the transfer of such Transfer-Restricted Security if the
      Holder certifies in writing to the Registrar that its request for such
      exchange was made in reliance on Rule 144 (such certification to be in the
      form set forth on the reverse of the Initial Security).

            (iii) After a transfer of any Initial Securities during the period
      of the effectiveness of a Shelf Registration Statement with respect to
      such Initial Securities, all requirements pertaining to the Restricted
      Securities Legend on such Initial Securities shall cease to apply and the
      requirements that any such Initial Securities be issued in global form
      shall continue to apply.

<PAGE>
                                                                              10

            (iv) Upon the consummation of a Registered Exchange Offer with
      respect to the Initial Securities pursuant to which Holders of such
      Initial Securities are offered Exchange Securities in exchange for their
      Initial Securities, all requirements pertaining to Initial Securities that
      Initial Securities be issued in global form shall continue to apply, and
      Exchange Securities in global form without the Restricted Securities
      Legend shall be available to Holders that exchange such Initial Securities
      in such Registered Exchange Offer.

            (v) Upon a sale or transfer after the expiration of the Distribution
      Compliance Period of any Initial Security acquired pursuant to Regulation
      S, all requirements that such Initial Security bear the Restricted
      Securities Legend shall cease to apply and the requirements requiring any
      such Initial Security be issued in global form shall continue to apply.

            (vi) Any Additional Securities sold in a registered offering shall
      not be required to bear the Restricted Securities Legend.

            (f) Cancelation or Adjustment of Global Security. At such time as
all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be canceled by the Trustee. At any time prior to such
cancelation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced or increased, as the case
may be, and an adjustment shall be made on the books and records of the Trustee
to reflect such reduction or increase, as the case may be.

            (g) Obligations with Respect to Transfers and Exchanges of
Securities.

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

            (ii) No service charge shall be made for any registration of
      transfer or exchange, but the Company may require payment of a sum
      sufficient to cover any transfer tax, assessments, or similar governmental
      charge payable in connection therewith (other than any such transfer
      taxes, assessments or similar governmental charge payable upon exchanges
      pursuant to Sections 2.06, 3.06, 4.06, 4.08 and 9.05 of this Indenture).

            (iii) Prior to the due presentation for registration of transfer of
      any Security, the Company, the Trustee, the Paying Agent or the Registrar
      may deem and treat the person in whose name a Security is registered as
      the absolute owner of such Security for the purpose of receiving payment
      of principal of and interest on such Security and for all other purposes
      whatsoever, whether or not such Security is overdue, and none of the
      Company, the Trustee, the Paying Agent or the Registrar shall be affected
      by notice to the contrary.

<PAGE>
                                                                              11

            (iv) All Securities issued upon any transfer or exchange pursuant to
      the terms of this Indenture shall evidence the same debt and shall be
      entitled to the same benefits under this Indenture as the Securities
      surrendered upon such transfer or exchange.

            (h) No Obligation of the Trustee.

            (i) The Trustee shall have no responsibility or obligation to any
      Beneficial Owner of a Global Security, a member of, or a participant in
      the Depositary or any other Person with respect to the accuracy of the
      records of the Depositary or its nominee or of any participant or member
      thereof, with respect to any ownership interest in the Securities or with
      respect to the delivery to any participant, member, Beneficial Owner or
      other Person (other than the Depositary) of any notice (including any
      notice of redemption or repurchase) or the payment of any amount, under or
      with respect to such Securities. All notices and communications to be
      given to the Holders and all payments to be made to Holders under the
      Securities shall be given or made only to the registered Holders (which
      shall be the Depositary or its nominee in the case of a Global Security).
      The rights of Beneficial Owners in any Global Security shall be exercised
      only through the Depositary subject to the applicable rules and procedures
      of the Depositary. The Trustee may rely and shall be fully protected in
      relying upon information furnished by the Depositary with respect to its
      members, participants and any Beneficial Owners.

            (ii) 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 Depositary participants, members or Beneficial Owners 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.

      2.4 Definitive Securities

            (a) A Global Security deposited with the Depositary or with the
Trustee as Securities Custodian pursuant to Section 2.1 or issued in connection
with a Registered Exchange Offer shall be transferred to the Beneficial Owners
thereof in the form of Definitive Securities in an aggregate principal amount
equal to the principal amount of such Global Security, in exchange for such
Global Security, only if such transfer complies with Section 2.3 and (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security or if at any time the Depositary ceases to
be a "clearing agency" registered under the Exchange Act, and a successor
depositary is not appointed by the Company within 90 days of such notice or
after the Company becomes aware of such cessation, or (ii) an Event of Default
has occurred and is continuing or (iii) the Company, in its sole discretion,
notifies the Trustee

<PAGE>
                                                                              12

in writing that it elects to cause the issuance of certificated Securities under
this Indenture.

            (b) Any Global Security that is transferable to the Beneficial
Owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depositary to the Trustee, to be so transferred, in whole or from time to time
in part, without charge, and the Trustee shall authenticate and deliver, upon
such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depositary shall
direct. Any certificated Initial Security in the form of a Definitive Security
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 2.3(d), bear the Restricted Securities Legend.

            (c) Subject to the provisions of Section 2.4(b), the registered
Holder of a Global Security may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

            (d) In the event of the occurrence of any of the events specified in
Section 2.4(a)(i), (ii) or (iii), the Company will promptly make available to
the Trustee a reasonable supply of Definitive Securities in fully registered
form without interest coupons.

<PAGE>

                                                                       EXHIBIT A

                       [FORM OF FACE OF INITIAL SECURITY]

                           [Global Securities Legend]

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

            TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC 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
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                         [Restricted Securities Legend]

            THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION. 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, SUCH REGISTRATION.

            THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS [IN THE CASE OF RULE
144A NOTES: TWO YEARS] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] 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 SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE
<PAGE>

                                                                               2

ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, 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 WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, 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 (F) PURSUANT TO ANY OTHER 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
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.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

      Each Definitive Security shall bear the following additional legend:

      IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER
AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS.

<PAGE>

                                                                               3

No.                                                                  $__________

                    8 1/4% Senior Subordinated Note due 2013

                                                          CUSIP No. ____________
                                                           ISIN No. ____________

      PINNACLE FOODS HOLDING CORPORATION, a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of $_____, as such
sum may be increased or reduced as reflected on the records of the Trustee in
accordance with the Indenture, on December 1, 2013.

      Interest Payment Dates: June 1 and December 1.

      Record Dates: May 15 and November 15.

<PAGE>

                                                                       EXHIBIT A

      Additional provisions of this Security are set forth on the other side of
this Security.

      IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                       PINNACLE FOODS HOLDING CORPORATION,

                                          By
                                            ____________________________________
                                            Name:
                                            Title:

Dated:

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

WILMINGTON TRUST COMPANY,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.

By:_________________________
         Authorized Signatory

<PAGE>

                                                                               2

                   [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                    8 1/4% Senior Subordinated Note due 2013

1. Interest

      (a) PINNACLE FOODS HOLDING CORPORATION, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on June 1 and December 1 of each year. Interest
on the Securities shall accrue from the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for, from November 25, 2003 until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

      (b) Additional Interest. The Holder of this Security is entitled to the
benefits of an Exchange and Registration Rights Agreement, dated as of November
25, 2003, among the Company, each of Pinnacle Foods Corporation, PF Sales, LLC,
PF Distribution, LLC, Pinnacle Foods Brands Corporation, PF Standards
Corporation, Pinnacle Foods Management Corporation and PF Sales (N. Central
Region) Corp. (collectively, the "Note Guarantors") and the Initial Purchasers
named therein (the "Registration Agreement"). Capitalized terms used in this
paragraph (b) but not defined herein have the meanings assigned to them in the
Registration Agreement. If (i) the Shelf Registration Statement or Exchange
Offer Registration Statement, as applicable under the Registration Agreement, is
not filed with the Commission on or prior to 270 days after the Issue Date, (ii)
the Exchange Offer Registration Statement or the Shelf Registration Statement,
as the case may be, is not declared effective within 330 days after the Issue
Date, (iii) the Registered Exchange Offer is not consummated on or prior to 360
days after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective within 360 days after the Issue Date but shall thereafter
cease to be effective (at any time that the Company is obligated to maintain the
effectiveness thereof) without being succeeded within 60 days by an additional
Registration Statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company shall pay
additional interest to each Holder of Transfer-Restricted Securities during the
period of such Registration Default in an amount equal to 1% per annum of the
principal amount of the Securities constituting Transfer-Restricted Securities
held by such Holder until the applicable Registration Statement is filed or
declared effective, the Registered Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be; provided
that that the Company shall not be required to pay additional interest for more
than one Registration Default at any given time. All accrued additional interest
shall be paid to Holders in the same manner as interest payments on the
Securities on semiannual payment dates that correspond to interest payment dates
for the Securities. Following the cure of all Registration Defaults, the accrual
of additional interest shall cease. The Trustee shall have no responsibility
with respect to the determination of the amount of

<PAGE>

                                                                               3

any such additional interest. For purposes of the foregoing,
"Transfer-Restricted Securities" means (i) each Initial Security until the date
on which such Initial Security has been exchanged for a freely transferable
Exchange Security in the Registered Exchange Offer (it being understood that the
requirement that an Exchange Dealer deliver a prospectus in connection with
sales of Exchange Securities acquired in the Registered Exchange Offer shall not
mean that the Exchange Security is not freely transferable), (ii) each Initial
Security until the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement or (iii) each Initial Security until the date on which
such Initial Security is distributed to the public pursuant to Rule 144 under
the Securities Act or is saleable pursuant to Rule 144(k) under the Securities
Act.

2. Method of Payment

      The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the May 15 or November 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, if any, additional
interest, if any, and interest in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts.
Payments in respect of the Securities represented by a Global Security
(including principal, premium, if any, additional interest, if any, and
interest) shall be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company or any successor depositary.
The Company shall make all payments in respect of a certificated Security
(including principal, premium, if any, interest and additional interest, if
any), at the office of the Paying Agent, except that, at the option of the
Company, payment of interest or additional interest may be made by mailing a
check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

<PAGE>

                                                                               4


3. Paying Agent and Registrar

      Initially, WILMINGTON TRUST COMPANY, a Delaware banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent or Registrar without notice. The Company or any of its
Restricted Subsidiaries may act as Paying Agent or Registrar.

4. Indenture

      The Company issued the Securities under an Indenture dated as of November
25, 2003 (the "Indenture"), among the Company, the Note Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all terms and
provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions.

      The Securities are senior subordinated obligations of the Company. This
Security is one of the [Original Securities] [Additional Securities] referred to
in the Indenture. The Securities include the Original Securities, the Additional
Securities and any Exchange Securities issued in exchange for Initial Securities
pursuant to the Indenture. The Original Securities, the Additional Securities
and any Exchange Securities are treated as a single class of securities under
the Indenture. The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries to, among other things, make certain
Investments and other Restricted Payments, pay dividends and other
distributions, incur Indebtedness and issue Preferred Stock, enter into
consensual restrictions upon the payment of certain dividends and distributions
by such Restricted Subsidiaries, enter into or permit certain transactions with
Affiliates, make Asset Sales, incur Liens and incur Senior Subordinated Debt.
The Indenture also imposes limitations on the ability of the Company and each
Note Guarantor to consolidate or merge with or into any other Person or the
Company to convey, transfer or lease all or substantially all its property.

      To guarantee the due and punctual payment of the principal, interest and
additional interest, if any, on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture, the Note Guarantors have jointly
and severally unconditionally guaranteed the Guaranteed Obligations on a senior
subordinated basis pursuant to the terms of the Indenture.

5. Optional Redemption

      Except as set forth in the following paragraph, the Securities shall not
be redeemable at the option of the Company prior to December 1, 2008. The
Securities may

<PAGE>

                                                                               5

be redeemed, in whole or in part, at any time prior to December 1, 2008, at the
option of the Company upon not less than 30 nor more than 60 days' prior notice
mailed by first-class mail to each Holder's registered address, at a redemption
price equal to 100% of the principal amount of the Securities redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and additional
interest, if any, to, the applicable redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date). Any such redemption shall be made in accordance
with the procedures set forth in the Indenture.

      "Applicable Premium" means, with respect to any note on any applicable
redemption date, the greater of (1) 1.0% of the then outstanding principal
amount of the Security and (2) the excess of (a) the present value at such
redemption date of (i) the redemption price of the Security at December 1, 2008
(such redemption price being described below) plus (ii) all required interest
payments due on the Security through December 1, 2008 (excluding accrued but
unpaid interest to the redemption date), computed using a discount rate equal to
the Treasury Rate as of such redemption date plus 50 basis points; over (b) the
then outstanding principal amount of the Security, if greater.

      "Treasury Rate" means, as of the applicable redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to such redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from such redemption date to December 1, 2008;
provided, however, that if the period from such redemption date to December 1,
2008 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

      On or after December 1, 2008, the Securities shall be redeemable at the
option of the Company, in whole or in part, on not less than 30 nor more than 60
days' prior notice, at the following redemption prices (expressed as percentages
of principal amount), plus accrued and unpaid interest and additional interest,
if any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), if redeemed during the 12-month period commencing on December 1 of the
years set forth below:

<TABLE>
<CAPTION>
                                                           REDEMPTION
YEAR                                                         PRICE
----                                                         -----
<S>                                                        <C>
2008                                                        104.125%
2009                                                        102.750%
2010                                                        101.375%
2011 and thereafter                                         100.000%
</TABLE>

<PAGE>

                                                                               6

      In addition, at any time prior to December 1, 2006, the Company may on any
one or more occasions redeem up to 35% of the aggregate principal amount of the
Securities issued under the Indenture (calculated after giving effect to the
issuance of Additional Securities) at a redemption price of 108.250% of the
principal amount, plus accrued and unpaid interest and additional interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), with the Net Cash Proceeds from one or more Equity Offerings by the
Company, Holdings or CEH (so long as such Net Cash Proceeds are contributed to
the Company as common equity); provided, however, that at least 65% of the
aggregate principal amount of Securities issued under the Indenture (calculated
after giving effect to the issuance of Additional Securities) remains
outstanding immediately after the redemption (excluding any Securities held by
the Company and its Subsidiaries). Any such redemption shall be made within 90
days of such Equity Offering upon not less than 30 nor more than 60 days' notice
mailed to each Holder of Securities being redeemed and otherwise in accordance
with the procedures set forth in the Indenture.

6. Sinking Fund

      The Securities are not subject to any sinking fund.

7. Notice of Redemption

      Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest and additional interest and premium, if any, on all
Securities (or portions thereof) to be redeemed on the redemption date is
deposited with the Paying Agent on or before the redemption date and certain
other conditions are satisfied, on and after such date interest (and, if
applicable, additional interest) ceases to accrue on such Securities (or such
portions thereof) called for redemption.

8. Repurchase of Securities at the Option of Holders upon Change of Control and
Asset Dispositions

      Upon a Change of Control, any Holder of Securities will have the right,
subject to certain conditions specified in the Indenture, to cause the Company
to repurchase all or any part (equal to $1,000 or an integral multiple of
$1,000) of the Securities of such Holder at a purchase price in cash equal to
101% of the aggregate principal amount of the Securities to be repurchased plus
accrued and unpaid interest and additional interest, if any, on the Securities
repurchased, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) as provided in, and subject to the terms of, the
Indenture.

<PAGE>

                                                                               7

      In accordance with Section 4.06 of the Indenture, the Company will be
required to offer to purchase Securities upon the occurrence of certain events.

9. Subordination

      The Securities and Note Guarantees are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid before the Securities and Note
Guarantees may be paid. The Company and each Note Guarantor agrees, and each
Holder by accepting a Security agrees, to the subordination provisions contained
in the Indenture and authorizes the Trustee to give it effect and appoints the
Trustee as attorney-in-fact for such purpose.

10. Denominations; Transfer; Exchange

      The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with, and subject to the restrictions on transfer and
exchange set forth in, the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay all taxes or similar
government charges due on transfer or exchange. The Company is not required to
transfer or exchange any Security selected for redemption except the unredeemed
portion of any Security being redeemed in part. Also, the Company is not
required to transfer or exchange any Security for a period of 15 days before a
selection of Securities to be redeemed or between a record date and its related
interest payment date.

11. Persons Deemed Owners

      Except as provided in paragraph 2 hereof, the registered Holder of this
Security may be treated as the owner of it for all purposes.

12. Unclaimed Money

      If money for the payment principal, interest or additional interest, if
any, remains unclaimed for two years, the Trustee and the Paying Agent shall pay
the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, Holders entitled
to the money must look to the Company for payment as general creditors and the
Trustee and the Paying Agent shall have no further liability with respect to
such monies.

13. Discharge and Defeasance

      Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of, and interest and liquidated damages, if any, on, the Securities
to redemption or maturity, as the case may be. In addition, the Company must
deliver an Officers'

<PAGE>

                                                                               8

Certificate and an opinion of counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.

14. Amendment, Waiver

      Subject to certain exceptions set forth in the Indenture, the Securities
and the Note Guarantees may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Securities ((including
any Additional Securities, if any) then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities), and any existing default
or Event of Default or compliance with any provision of the Indenture or the
Securities or the Note Guarantees may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Securities voting as a
single class (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Securities). Subject
to certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company, the Note Guarantors and the Trustee may amend the Indenture
or the Securities (i) to cure any ambiguity, defect or inconsistency, (ii) to
provide for uncertificated Securities in addition to or in place of certificated
Securities, (iii) to provide for the assumption of the Company's or any Note
Guarantor's obligations to Holders in the case of a merger or consolidation or
sale of all or substantially all of the Company's or a Note Guarantor's assets,
(iv) to make any change that would provide any additional rights or benefits to
the Holders or that does not adversely affect the legal rights under the
Indenture of any such Holder, (v) to add a Note Guarantor, (vi) to comply with
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA, (vii) to make any change in the subordination
provisions of the Indenture that would limit or terminate the benefits available
to any holder of Senior Debt of the Company (or any representative thereof)
under such subordination provisions, (viii) to secure the Securities and the
Note Guarantees or (ix) to provide for the issuance of Additional Securities in
accordance with the terms of the Indenture.

15. Defaults and Remedies

      If an Event of Default occurs (other than an Event of Default relating to
certain events of bankruptcy or insolvency or reorganization of the Company or
any Significant Subsidiary) and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Securities may
declare all the Securities to be due and payable immediately; provided that so
long as any Indebtedness permitted to be incurred pursuant to the Credit
Agreement shall be outstanding, such acceleration shall not be effective until
the earlier of (i) the acceleration of any Indebtedness under the Credit
Agreement and (ii) five Business Days after receipt by the Company of written
notice of such acceleration. Certain Defaults shall not constitute an Event of
Default until the Trustee notifies the Company or the Holders of at least 25% in
aggregate principal amount of the outstanding Securities notify the Company and
the Trustee of the Default and the Company or its Subsidiary, as applicable,
does not cure such Default within the time specified in the Indenture after
receipt of such notice. If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization

<PAGE>

                                                                               9

with respect to the Company or any Significant Subsidiary occurs, all
outstanding Securities shall become due and payable immediately without further
action or notice. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Securities may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders notice
of any continuing Default or Event of Default if it determines that withholding
notice is in their interest, except a Default or Event of Default relating to
the payment of principal or interest or additional interest.

      The Holders of a majority in aggregate principal amount of the Securities
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Securities waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest or premium and additional interest, if any, on, or
the principal of, the Securities.

      The Company shall deliver to the Trustee annually a statement regarding
compliance with the Indenture. Upon becoming aware of any Default or Event of
Default, the Company shall deliver to the Trustee a statement specifying such
Default or Event of Default.

16. Trustee Dealings with the Company

      Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

17. No Recourse Against Others

      A director, officer, employee, incorporator or stockholder, as such, of
the Company or any Note Guarantor shall not have any liability for any
obligations of the Company or the Note Guarantors under the Securities, the
Indenture or the Note Guarantees, or for any claim based on, in respect of, or
by reason of, such obligations or their creation. By accepting a Security, each
Holder waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

18. Authentication

      This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19. Abbreviations

      Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the

<PAGE>

                                                                              10

entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20. Governing Law

      THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

21. CUSIP and ISIN Numbers

      The Company has caused CUSIP and ISIN numbers to be printed on the
Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

      THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITTEN REQUEST
AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS SECURITY.

<PAGE>

                                                                              11

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)

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

Date:  ________________ Your Signature:  _____________________

Sign exactly as your name appears on the other side of this Security.

<PAGE>

                                                                              12

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

This certificate relates to $_________ principal amount of Securities held in
(check applicable space) ____ book-entry or _____ definitive form by the
undersigned.

The undersigned (check one box below):

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

[ ]   has requested the Trustee by written order to exchange or register the
      transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that such Securities
are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)   [ ]   to the Company; or

(2)   [ ]   to the Registrar for registration in the name of the Holder, without
            transfer; or

(3)   [ ]   pursuant to an effective registration statement under the Securities
            Act of 1933; or

(4)   [ ]   inside the United States to a "qualified institutional buyer" (as
            defined in Rule 144A under the Securities Act of 1933) that
            purchases for its own account or for the account of a qualified
            institutional buyer to whom notice is given that such transfer is
            being made in reliance on Rule 144A, in each case pursuant to and in
            compliance with Rule 144A under the Securities Act of 1933; or

(5)   [ ]   outside the United States in an offshore transaction within the
            meaning of Regulation S under the Securities Act of 1933 in
            compliance with Rule 904 under the Securities Act of 1933 and such
            Security shall be held immediately after the transfer through
            Euroclear or Clearstream until the expiration of the Distribution
            Compliance Period (as defined in the Indenture); or

(6)   [ ]   to an institutional "accredited investor" (as defined in Rule
            501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that
            has furnished to the

<PAGE>

                                                                              13

            Trustee a signed letter containing certain representations and
            agreements; or

(7)   [ ]   pursuant to another available exemption from registration provided
            by Rule 144 under the Securities Act of 1933.

            Unless one of the boxes is checked, the Trustee will refuse to
      register any of the Securities evidenced by this certificate in the name
      of any Person other than the registered Holder thereof; provided, however,
      that if box (5), (6) or (7) is checked, the Trustee may require, prior to
      registering any such transfer of the Securities, such legal opinions,
      certifications and other information as the Company has reasonably
      requested to confirm that such transfer is being made pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act of 1933.

                                                     ___________________________
                                                     Your Signature

Signature Guarantee:

Date:  ___________________                           __________________________
Signature must be guaranteed                         Signature of Signature
by a participant in a                                Guarantee
recognized signature guaranty
medallion program or other
signature guarantor acceptable
to the Trustee

<PAGE>

                                                                              14

              TO BE COMPLETED BY PURCHASER IF (4) 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 executive officer

<PAGE>

                                                                              15

                       OPTION OF HOLDER TO ELECT PURCHASE

      IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY
PURSUANT TO SECTION 4.06 (ASSET SALES) OR 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                      ASSET SALES [ ] CHANGE OF CONTROL [ ]

      IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT
($1,000 OR AN INTEGRAL MULTIPLE THEREOF):

$

DATE:  __________________ YOUR SIGNATURE:  __________________

(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY)

SIGNATURE GUARANTEE: _______________________________________

                     SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                     RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER
                     SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE

<PAGE>

                                                                       EXHIBIT C

                       [FORM OF FACE OF EXCHANGE SECURITY]
                           [Global Securities Legend]

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

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC 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 THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

<PAGE>

                                                                               2

No.                                                                  $__________

                    8 1/4% Senior Subordinated Note due 2013

                                                           CUSIP No. __________
                                                            ISIN No. __________

      PINNACLE FOODS HOLDING CORPORATION, a Delaware corporation, promises to
pay to Cede & Co., or registered assigns, the principal sum of $______, as such
sum may be increased or reduced as reflected on the records of the Trustee in
accordance with the Indenture, on December 1, 2013.

      Interest Payment Dates: June 1 and December 1.

      Record Dates: May 15 and November 15.

<PAGE>

                                                                               3

      Additional provisions of this Security are set forth on the other side of
this Security.

      IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.

                                                PINNACLE FOODS HOLDING
                                                CORPORATION,

                                                  By

                                                       _________________________
                                                       Name:
                                                       Title:

Dated:

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

WILMINGTON TRUST COMPANY,

         as Trustee, certifies
         that this is one of
         the Securities referred
         to in the Indenture.

         by

            ______________________________
                Authorized Signatory

------------
*/ If the Security is to be issued in global form, add the Global Securities
Legend and the attachment from Exhibit A captioned "TO BE ATTACHED TO GLOBAL
SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY."

<PAGE>
                                                                               4

                   [FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

                    8 1/4% SENIOR SUBORDINATED NOTE DUE 2013

1. Interest

      (a) PINNACLE FOODS HOLDING CORPORATION, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. The Company
shall pay interest semiannually on June 1 and December 1 of each year. Interest
on the Securities shall accrue from the most recent date to which interest has
been paid or duly provided for or, if no interest has been paid or duly provided
for, from November 25, 2003 until the principal hereof is due. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.

      [(b) Additional Interest. The Holder of this Security is entitled to the
benefits of an [Exchange and Registration Rights Agreement, dated as of November
25, 2003, among the Company, each of Pinnacle Foods Corporation, PF Sales, LLC,
PF Distribution, LLC, Pinnacle Foods Brands Corporation, PF Standards
Corporation, Pinnacle Foods Management Corporation and PF Sales (N. Central
Region) Corp. (collectively, the "Note Guarantors") and the Initial Purchasers
named therein (the "Registration Agreement"). Capitalized terms used in this
paragraph (b) but not defined herein have the meanings assigned to them in the
Registration Agreement. If (i) the Shelf Registration Statement or Exchange
Offer Registration Statement, as applicable under the Registration Agreement, is
not filed with the Commission on or prior to 270 days after the Issue Date, (ii)
the Exchange Offer Registration Statement or the Shelf Registration Statement,
as the case may be, is not declared effective within 330 days after the Issue
Date, (iii) the Registered Exchange Offer is not consummated on or prior to 360
days after the Issue Date, or (iv) the Shelf Registration Statement is filed and
declared effective within 360 days after the Issue Date but shall thereafter
cease to be effective (at any time that the Company is obligated to maintain the
effectiveness thereof) without being succeeded within 60 days by an additional
Registration Statement filed and declared effective (each such event referred to
in clauses (i) through (iv), a "Registration Default"), the Company shall pay
additional interest to each Holder of Transfer-Restricted Securities during the
period of such Registration Default in an amount equal to 1% per annum of the
principal amount of the Securities constituting Transfer-Restricted Securities
held by such Holder until the applicable Registration Statement is filed or
declared effective, the Registered Exchange Offer is consummated or the Shelf
Registration Statement again becomes effective, as the case may be; provided
that that the Company shall not be required to pay additional interest for more
than one Registration Default at any given time. All accrued additional interest
shall be paid to Holders in the same manner as interest payments on the
Securities on semiannual payment dates that correspond to interest payment dates
for the Securities. Following the cure of all Registration Defaults, the accrual
of additional interest shall cease. The Trustee shall have no responsibility
with respect to the determination of the amount of

<PAGE>

                                                                               5

any such additional interest. For purposes of the foregoing,
"Transfer-Restricted Securities" means (i) each Initial Security until the date
on which such Initial Security has been exchanged for a freely transferable
Exchange Security in the Registered Exchange Offer (it being understood that the
requirement that an Exchange Dealer deliver a prospectus in connection with
sales of Exchange Securities acquired in the Registered Exchange Offer shall not
mean that the Exchange Security is not freely transferable), (ii) each Initial
Security until the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement or (iii) each Initial Security until the date on which
such Initial Security is distributed to the public pursuant to Rule 144 under
the Securities Act or is saleable pursuant to Rule 144(k) under the Securities
Act.]

2. Method of Payment

      The Company shall pay interest on the Securities (except defaulted
interest) to the Persons who are registered Holders at the close of business on
the May 15 or November 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before the interest
payment date. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company shall pay principal, premium, if any, additional
interest, if any, and interest in money of the United States of America that at
the time of payment is legal tender for payment of public and private debts.
Payments in respect of the Securities represented by a Global Security
(including principal, premium, if any, additional interest, if any, and
interest) shall be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company or any successor depositary.
The Company shall make all payments in respect of a certificated Security
(including principal, premium, if any, interest and additional interest, if
any), at the office of the Paying Agent, except that, at the option of the
Company, payment of interest or additional interest may be made by mailing a
check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

<PAGE>

                                                                               6

3. Paying Agent and Registrar

      Initially, WILMINGTON TRUST COMPANY, a Delaware banking corporation (the
"Trustee"), will act as Paying Agent and Registrar. The Company may appoint and
change any Paying Agent or Registrar without notice. The Company or any of its
Restricted Subsidiaries may act as Paying Agent or Registrar.

4. Indenture

      The Company issued the Securities under an Indenture dated as of November
25, 2003 (the "Indenture"), among the Company, the Note Guarantors and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the
"TIA"). Terms defined in the Indenture and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all terms and
provisions of the Indenture, and Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and
provisions.

      The Securities are senior subordinated obligations of the Company. This
Security is one of the Exchange Securities referred to in the Indenture. The
Securities include the Original Securities, the Additional Securities and any
Exchange Securities issued in exchange for Initial Securities pursuant to the
Indenture. The Original Securities, the Additional Securities and the Exchange
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the ability of the Company and its
Restricted Subsidiaries to, among other things, make certain Investments and
other Restricted Payments, pay dividends and other distributions, incur
Indebtedness and issue Preferred Stock, enter into consensual restrictions upon
the payment of certain dividends and distributions by such Restricted
Subsidiaries, enter into or permit certain transactions with Affiliates, make
Asset Sales, incur Liens and incur Senior Subordinated Debt. The Indenture also
imposes limitations on the ability of the Company and each Note Guarantor to
consolidate or merge with or into any other Person or the Company to convey,
transfer or lease all or substantially all of its property.

      To guarantee the due and punctual payment of the principal, interest and
additional interest, if any, on the Securities and all other amounts payable by
the Company under the Indenture and the Securities when and as the same shall be
due and payable, whether at maturity, by acceleration or otherwise, according to
the terms of the Securities and the Indenture, the Note Guarantors have, jointly
and severally, unconditionally guaranteed the Guaranteed Obligations on a senior
basis pursuant to the terms of the Indenture.

5. Optional Redemption

      Except as set forth in the following paragraph, the Securities shall not
be redeemable at the option of the Company prior to December 1, 2008. The
Securities may be redeemed, in whole or in part, at any time prior to December
1, 2008, at the option of

<PAGE>

                                                                               7

the Company upon not less than 30 nor more than 60 days' prior notice mailed by
first-class mail to each Holder's registered address, at a redemption price
equal to 100% of the principal amount of the Securities redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and additional
interest, if any, to, the applicable redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date). Any such redemption shall be made in accordance
with the procedures set forth in the Indenture.

      "Applicable Premium" means, with respect to any note on any applicable
redemption date, the greater of (1) 1.0% of the then outstanding principal
amount of the Security and (2) the excess of (a) the present value at such
redemption date of (i) the redemption price of the Security at December 1, 2008
(such redemption price being described below) plus (ii) all required interest
payments due on the Security through December 1, 2008 (excluding accrued but
unpaid interest to the redemption date), computed using a discount rate equal to
the Treasury Rate as of such redemption date plus 50 basis points; over (b) the
then outstanding principal amount of the Security, if greater.

      "Treasury Rate" means, as of the applicable redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to such redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from such redemption date to December 1, 2008;
provided, however, that if the period from such redemption date to December 1,
2008 is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

      On or after December 1, 2008, the Securities shall be redeemable at the
option of the Company, in whole or in part, on not less than 30 nor more than 60
days' prior notice, at the following redemption prices (expressed as percentages
of principal amount), plus accrued and unpaid interest and additional interest,
if any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), if redeemed during the 12-month period commencing on December 1 of the
years set forth below:


<TABLE>
<CAPTION>
                                                           REDEMPTION
YEAR                                                         PRICE
----                                                         -----
<S>                                                        <C>
2008                                                        104.125%
2009                                                        102.750%
2010                                                        101.375%
2011 and thereafter                                         100.000%
</TABLE>

<PAGE>

                                                                               8

      In addition, at any time prior to December 1, 2006, the Company may on any
one or more occasions redeem up to 35% of the aggregate principal amount of the
Securities issued under the Indenture (calculated after giving effect to the
issuance of Additional Securities) at a redemption price of 108.250% of the
principal amount, plus accrued and unpaid interest and additional interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), with the Net Cash Proceeds from one or more Equity Offerings by the
Company, Holdings or CEH (so long as such Net Cash Proceeds are contributed to
the Company as common equity); provided, however, that at least 65% of the
aggregate principal amount of Securities issued under the Indenture (calculated
after giving effect to the issuance of Additional Securities) remains
outstanding immediately after the redemption (excluding any Securities held by
the Company and its Subsidiaries). Any such redemption shall be made within 90
days of such Equity Offering upon not less than 30 nor more than 60 days' notice
mailed to each Holder of Securities being redeemed and otherwise in accordance
with the procedures set forth in the Indenture.

6. Sinking Fund

      The Securities are not subject to any sinking fund.

7. Notice of Redemption

      Notice of redemption will be mailed by first-class mail at least 30 days
but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If money sufficient to pay the redemption price of and
accrued and unpaid interest and additional interest, if any, on all Securities
(or portions thereof) to be redeemed on the redemption date is deposited with
the Paying Agent on or before the redemption date and certain other conditions
are satisfied, on and after such date interest (and, if applicable, additional
interest) ceases to accrue on such Securities (or such portions thereof) called
for redemption.

8. Repurchase of Securities at the Option of Holders upon Change of Control and
Asset Dispositions

      Upon a Change of Control, any Holder of Securities will have the right,
subject to certain conditions specified in the Indenture, to cause the Company
to repurchase all or any part (equal to $1,000 or an integral multiple of
$1,000) of the Securities of such Holder at a purchase price in cash equal to
101% of the aggregate principal amount of the Securities to be repurchased plus
accrued and unpaid interest and additional interest, if any, on the Securities
repurchased, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date) as provided in, and subject to the terms of, the
Indenture.

<PAGE>

                                                                               9

      In accordance with Section 4.06 of the Indenture, the Company will be
required to offer to purchase Securities upon the occurrence of certain events.

9. Subordination

      The Securities and Note Guarantees are subordinated to Senior
Indebtedness, as defined in the Indenture. To the extent provided in the
Indenture, Senior Indebtedness must be paid before the Securities and Note
Guarantees may be paid. The Company and each Note Guarantor agrees, and each
Holder by accepting a Security agrees, to the subordination provisions contained
in the Indenture and authorizes the Trustee to give it effect and appoints the
Trustee as attorney-in-fact for such purpose.

10. Denominations; Transfer; Exchange

      The Securities are in registered form without coupons in denominations of
$1,000 and whole multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with, and subject to the restrictions on transfer and
exchange set forth in, the Indenture. Upon any transfer or exchange, the
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay all taxes or similar
government charges due on transfer or exchange. The Company is not required to
transfer or exchange any Security selected for redemption except the unredeemed
portion of any Security being redeemed in part. Also, the Company is not
required to transfer or exchange any Security for a period of 15 days before a
selection of Securities to be redeemed or between a record date and its related
interest payment date.

11. Persons Deemed Owners

      Except as provided in paragraph 2 hereof, the registered Holder of this
Security may be treated as the owner of it for all purposes.

12. Unclaimed Money

      If money for the payment principal, interest or additional interest, if
any, remains unclaimed for two years, the Trustee and the Paying Agent shall pay
the money back to the Company at its written request unless an abandoned
property law designates another Person. After any such payment, Holders entitled
to the money must look to the Company for payment as general creditors and the
Trustee and the Paying Agent shall have no further liability with respect to
such monies.

13. Discharge and Defeasance

      Subject to certain conditions, the Company at any time may terminate some
of or all its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of, and interest and liquidated damages, if any, on, the Securities
to redemption or maturity, as the case may be. In addition, the Company must
deliver an Officers'

<PAGE>

                                                                              10

Certificate and an opinion of counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge have been satisfied.

14. Amendment, Waiver

      Subject to certain exceptions set forth in the Indenture, the Securities
and the Note Guarantees may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Securities ((including
any Additional Securities, if any) then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Securities), and any existing default
or Event of Default or compliance with any provision of the Indenture or the
Securities or the Note Guarantees may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Securities voting as a
single class (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Securities). Subject
to certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company, the Note Guarantors and the Trustee may amend the Indenture
or the Securities (i) to cure any ambiguity, defect or inconsistency, (ii) to
provide for uncertificated Securities in addition to or in place of certificated
Securities, (iii) to provide for the assumption of the Company's or any Note
Guarantor's obligations to Holders in the case of a merger or consolidation or
sale of all or substantially all of the Company's or a Note Guarantor's assets,
(iv) to make any change that would provide any additional rights or benefits to
the Holders or that does not adversely affect the legal rights under the
Indenture of any such Holder, (v) to add a Note Guarantor, (vi) to comply with
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA, (vii) to make any change in the subordination
provisions of the Indenture that would limit or terminate the benefits available
to any holder of Senior Debt of the Company (or any representative thereof)
under such subordination provisions, (viii) to secure the Securities and the
Note Guarantees or (ix) to provide for the issuance of Additional Securities in
accordance with the terms of the Indenture.

15. Defaults and Remedies

      If an Event of Default occurs (other than an Event of Default relating to
certain events of bankruptcy or insolvency or reorganization of the Company or
any Significant Subsidiary) and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Securities may
declare all the Securities to be due and payable immediately; provided that so
long as any Indebtedness permitted to be incurred pursuant to the Credit
Agreement shall be outstanding, such acceleration shall not be effective until
the earlier of (i) the acceleration of any Indebtedness under the Credit
Agreement and (ii) five Business Days after receipt by the Company of written
notice of such acceleration. Certain Defaults shall not constitute an Event of
Default until the Trustee notifies the Company or the Holders of at least 25% in
aggregate principal amount of the outstanding Securities notify the Company and
the Trustee of the Default and the Company or its Subsidiary, as applicable,
does not cure such Default within the time specified in the Indenture after
receipt of such notice. If an Event of Default relating to certain events of
bankruptcy, insolvency or reorganization

<PAGE>

                                                                              11

with respect to the Company or any Significant Subsidiary occurs, all
outstanding Securities shall become due and payable immediately without further
action or notice. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Securities may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders notice
of any continuing Default or Event of Default if it determines that withholding
notice is in their interest, except a Default or Event of Default relating to
the payment of principal or interest or additional interest.

      The Holders of a majority in aggregate principal amount of the Securities
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Securities waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default
in the payment of interest or premium and additional interest, if any, on, or
the principal of, the Securities.

      The Company shall deliver to the Trustee annually a statement regarding
compliance with the Indenture. Upon becoming aware of any Default or Event of
Default, the Company shall deliver to the Trustee a statement specifying such
Default or Event of Default.

16. Trustee Dealings with the Company

      Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

17. No Recourse Against Others

      A director, officer, employee, incorporator or stockholder, as such, of
the Company or any Note Guarantor shall not have any liability for any
obligations of the Company or the Note Guarantors under the Securities, the
Indenture or the Note Guarantees, or for any claim based on, in respect of, or
by reason of, such obligations or their creation. By accepting a Security, each
Holder waives and releases all such liability. The waiver and release are part
of the consideration for the issue of the Securities.

18. Authentication

      This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19. Abbreviations

      Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the

<PAGE>

                                                                              12

entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20. Governing Law

      THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

21. CUSIP and ISIN Numbers

      The Company has caused CUSIP and ISIN numbers to be printed on the
Securities and has directed the Trustee to use CUSIP and ISIN numbers in notices
of redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Securities or as contained in
any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.

      THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITTEN REQUEST
AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE
TEXT OF THIS SECURITY.

<PAGE>

                                                                              13

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

________________________________________________________________________________
(Print or type assignee's name, address and zip code)

________________________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)

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

Date:  ________________ Your Signature:  _____________________

Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.

<PAGE>

                                                                              14

                       OPTION OF HOLDER TO ELECT PURCHASE

      IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY
PURSUANT TO SECTION 4.06 (ASSET SALES) OR 4.08 (CHANGE OF CONTROL) OF THE
INDENTURE, CHECK THE BOX:

                      ASSET SALES [ ] CHANGE OF CONTROL [ ]

      IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE
COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT
($1,000 OR AN INTEGRAL MULTIPLE THEREOF):

$

DATE:  __________________ YOUR SIGNATURE:  __________________

(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY)

SIGNATURE GUARANTEE: _______________________________________

                     SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A
                     RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER
                     SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE

<PAGE>

                                                                              15

                         FORM OF SUPPLEMENTAL INDENTURE



                              SUPPLEMENTAL INDENTURE (this "Supplemental
                        "Indenture") dated as of , 20[ ] among [GUARANTOR] (the
                        "New Guarantor"), a subsidiary of PINNACLE FOODS HOLDING
                        CORPORATION (or its successor), a Delaware corporation
                        (the "Company"), [EXISTING GUARANTORS] and WILMINGTON
                        TRUST COMPANY, a Delaware banking corporation, as
                        trustee under the indenture referred to below (the
                        "Trustee").

                              W I T N E S S E T H :

      WHEREAS the Company and [OLD GUARANTORS] (the "Existing Guarantors") has
heretofore executed and delivered to the Trustee an Indenture (the "Indenture")
dated as of November 25, 2003, providing for the issuance of an aggregate
principal amount of $200,000,000 of 8 1/4% Senior Subordinated Notes due 2013
(the "Securities");

      WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all the Company's obligations under
the Securities pursuant to a Guarantee on the terms and conditions set forth
herein; and

      WHEREAS pursuant to Section 11.07 of the Indenture, the Trustee, the
Company and the Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;

      NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Company, 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. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with all the Existing Guarantors, to unconditionally guarantee the
Company's obligations under the Securities on the terms and subject to the
conditions set forth in Articles XI and XII the Indenture and to be bound by all
other applicable provisions of the Indenture and the Securities.

      2. Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all

<PAGE>

                                                                              16

purposes, and every holder of Securities heretofore or hereafter authenticated
and delivered shall be bound hereby.

      3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

      4. Trustee Makes No Representation. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture.

      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 effect the construction thereof.

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

                                                [NEW GUARANTOR],
                                                  By

                                                     ___________________________
                                                     Name:
                                                     Title:

                                                PINNACLE FOODS HOLDING
                                                CORPORATION,
                                                  By

                                                     ___________________________
                                                     Name:
                                                     Title:

<PAGE>

                                                                              17

                                                [EXISTING GUARANTORS],
                                                  By

                                                     ___________________________
                                                     Name:
                                                     Title:

                                                WILMINGTON TRUST COMPANY, as
                                                Trustee,
                                                  By

                                                     ___________________________
                                                     Name:
                                                     Title:

<PAGE>

                                                                       EXHIBIT D

                                     Form of
                       Transferee Letter of Representation

Pinnacle Foods Holding Corporation
6 Executive Campus
Cherry Hill, New Jersey  08002

In care of

[           ]

Ladies and Gentlemen:

      This certificate is delivered to request a transfer of $
principal amount of the 8 1/4% Senior Subordinated Notes due 2013 (the
"Securities") of Pinnacle Foods Holding Corporation (the "Issuer").

      Upon transfer, the Securities would be registered in the name of the new
Beneficial Owner as follows:

Name:__________________________________________________________________

Address:_______________________________________________________________

Taxpayer ID Number:____________________________________________________

      The undersigned represents and warrants to you that:

1.    We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Securities,
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We, and any accounts for which we are acting, are each
able to bear the economic risk of our or its investment.

2.    We understand that the Securities have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Securities to offer, sell or otherwise
transfer such Securities prior to the date that is two years after the later of
the date of original issue and the last date on which the Company or any
affiliate of the Company was the owner of such Securities (or any predecessor
thereto) (the "Resale Restriction Termination Date") only (a) to the

<PAGE>

                                                                               2

Company, (b) pursuant to a registration statement that has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act ("Rule 144A"), to a person we
reasonably believe is a qualified institutional buyer under Rule 144A (a "QIB")
that is purchasing for its own account or for the account of a QIB and to whom
notice is given that the transfer is being made in reliance on Rule 144A, (d)
pursuant to offers and sales that occur outside the United States within the
meaning of Regulation S under the Securities Act, (e) to an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act that is purchasing for its own account or for the
account of such an institutional "accredited investor," in each case, in a
minimum principal amount of Securities of $250,000, or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Securities is proposed to be made pursuant to clause (e)
above prior to the Resale Restriction Termination Date, the transferor shall
deliver a letter from the transferee substantially in the form of this letter to
the Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring
such Securities for investment purposes and not for distribution in violation of
the Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to the offer, sale or other transfer prior to the Resale
Restriction Termination Date of the Securities pursuant to clause (d), (e) or
(f) above to require the delivery of an opinion of counsel, certifications or
other information satisfactory to the Company and the Trustee.

                                                  TRANSFEREE:_________________,

                                                    by:________________________