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                                                                     EXHIBIT 4.4

                            DOLE FOOD COMPANY, INC.,

                                   as Issuer,

                                      and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                   as Trustee
                                 ---------------

                          SECOND SUPPLEMENTAL INDENTURE

                           Dated as of March 28, 2003

           Supplementing the Trust Indenture Dated as of July 15, 1993

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

                       Providing, among other things, for

 the succession of Wells Fargo Bank, National Association to J.P. Morgan Trust
                  Company as Trustee under such Trust Indenture

                                       and

        Amendment to the terms of 7-7/8% Debentures due July 15, 2013 and
                          7-1/4% Senior Notes due 2009
         ---------------------------------------------------------------

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         THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 28, 2003, between
DOLE FOOD COMPANY, INC., a corporation duly incorporated and existing under the
laws of the State of Delaware (the "Company"), having its principal office at
One Dole Drive, Westlake Village, California 91362, and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, having an office at 707
Wilshire Boulevard, 17th Floor, Los Angeles, California 90017, who is hereby
appointed successor Trustee to J.P. Morgan Trust Company, National Association
(formerly known as the Chase Manhattan Bank and Trust Company, National
Association, and formerly known as Chemical Trust Company of California, the
"Retiring Trustee") (said Wells Fargo Bank, National Association being
hereinafter sometimes called the "New Trustee"), as Trustee under the Indenture,
dated as of July 15, 1993 (the "Original Indenture"), which Original Indenture
was executed and delivered by the Company to Chemical Trust Company of
California, as Trustee, to secure the payment of senior debt securities issued
or to be issued under and in accordance with the provisions of the Original
Indenture, reference to which Original Indenture is hereby made, this instrument
(hereinafter called the " Second Supplemental Indenture") being supplemental
thereto;

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed thereto in the Original Indenture;

                                    RECITALS

         WHEREAS, the Company has heretofore executed and delivered to the
Retiring Trustee the Original Indenture (together with the Officers' Certificate
under Sections 102, 201, 301 and 303 of the Original Indenture, dated as of
October 6, 1998 (the "1998 Officers' Certificate"), the Officers' Certificate
under Section 201, 301 and 303 of the Original Indenture dated as of August 3,
1993 (the "1993 Officers' Certificate"), the First Supplemental Indenture, dated
as of April 30, 2002 (the "First Supplemental Indenture") and this Second
Supplemental Indenture, the "Indenture"), providing for the issuance by the
Company from time to time of its unsecured debt securities to be issued in one
or more series (in the Original Indenture and herein called the "Securities");

         WHEREAS, pursuant to the 1993 Officers' Certificate, the Company issued
$225,000,000 aggregate principal amount of its 6-3/4% Notes due July 15, 2000
(the "2000 Notes") and $175,000,000 aggregate principal amount of its 7-7/8%
Debentures due 2013 (the "2013 Notes");

         WHEREAS, pursuant to the 1998 Officers' Certificate, the Company issued
$300,000,000 aggregate principal amount of its 6-3/8% Notes due 2005 (the "2005
Notes");

         WHEREAS, pursuant to the First Supplemental Indenture, the Company
issued $400,000,000 aggregate principal amount of its 7-1/4% Senior Notes due
2009 (the "2009 Notes");

         WHEREAS, as of the date of this Second Supplemental Indenture, there
are no outstanding 2000 Notes, $300,000,000 aggregate principal amount of 2005
Notes outstanding, $400,000,000 aggregate principal amount of 2009 Notes
outstanding and $155,000,000 aggregate principal amount of 2013 Notes
outstanding;

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         WHEREAS, as permitted by Section 610 of the Original Indenture, the
Company desires to remove the Retiring Trustee as Trustee under the Original
Indenture and to appoint the New Trustee as successor Trustee under the Original
Indenture, subject to the conditions of Article Six of the Original Indenture,
effective as of the opening of business on March 28, 2003, and said New Trustee
desires to accept such appointment, effective as of the opening of business on
March 28, 2003, in each case, pursuant to this Second Supplemental Indenture;

         WHEREAS, pursuant to that certain Agreement of Removal, Appointment and
Acceptance, dated as of March 28, 2003 (the "Removal Agreement"), the Company
and the Retiring Trustee agreed to the removal of the Retiring Trustee as
Trustee under the Original Indenture and the Company and the New Trustee agreed
to the appointment of the New Trustee as Trustee under the Original Indenture;

         WHEREAS, pursuant to that certain Indenture, dated as of March 28, 2003
(the "New Senior Notes Indenture"), the Company is issuing $475,000,000
aggregate principal amount of its 8-7/8% Senior Notes due 2011 (the "New Senior
Notes");

         WHEREAS, in connection with certain other transactions occurring on the
date of this Second Supplemental Indenture, the Company has agreed to amend the
terms of the Original Indenture governing the terms of the 2009 Notes and the
2013 Notes (collectively, the "Existing Notes") to add to the covenants of the
Company under the Original Indenture, to increase the interest rates payable on
such Existing Notes, to cause certain of its subsidiaries to guarantee the
Existing Notes on a senior subordinated basis and to add additional Events of
Default (as defined in the Original Indenture);

         WHEREAS, Section 301 of the Original Indenture provides for various
matters with respect to any series of Securities issued under the Original
Indenture to be established in an indenture supplemental to the Original
Indenture;

         WHEREAS, Section 901 of the Original Indenture provides for the Company
and the Trustee to evidence and provide for the acceptance of appointment
thereunder by a successor Trustee with respect to the Securities of one or more
series issued under the Original Indenture;

         WHEREAS, Section 901 of the Original Indenture provides that certain
changes may be made to the Original Indenture with respect to any series of
Securities issued under the Original Indenture without the consent of the
holders of such Securities, including the addition of additional covenants of
the Company and the increase of interest rates payable on such Securities for
the benefit of the holders of any or all series of Securities issued under the
Original Indenture;

         WHEREAS, Section 901 of the Original Indenture provides that certain
changes may be made to the Original Indenture with respect to any series of
Securities issued under the Original Indenture without the consent of the
holders of such Securities, including the addition of additional Events of
Default (as defined in the Original Indenture);

         WHEREAS, as permitted by Section 901 of the Original Indenture, the
Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture, has duly determined to
make, execute and deliver to the New Trustee this

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Second Supplemental Indenture to the Original Indenture in order to add to the
covenants of the Company for the benefit of the holders of the 2009 Notes and
the 2013 Debentures;

         WHEREAS, as permitted by Section 901 of the Original Indenture, the
Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture, has duly determined to
make, execute and deliver to the Trustee this Second Supplemental Indenture to
the Original Indenture in order to increase the interest rate payable on and
after the date hereof with respect to the 2009 Notes from 7-1/4% per annum to
8.625% per annum and to increase the interest rate payable on and after the date
hereof with respect to the 2013 Notes from 7-7/8% per annum to 8.75% per annum;

         WHEREAS, as permitted by Section 901 of the Original Indenture, the
Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture, has duly determined to
make, execute and deliver to the Trustee this Second Supplemental Indenture to
the Original Indenture in order to provide for the guarantee of the 2009 Notes
and the 2013 Debentures by certain of its domestic subsidiaries; and

         WHEREAS, as permitted by Section 901 of the Original Indenture, the
Company, in the exercise of the power and authority conferred upon and reserved
to it under the provisions of the Original Indenture, has duly determined to
make, execute and deliver to the Trustee this Second Supplemental Indenture to
the Original Indenture in order to add additional Events of Default for the
Existing Notes; and

         WHEREAS, the execution and delivery by the Company of this Second
Supplemental Indenture have been duly authorized by the Board of Directors of
the Company by appropriate Board Resolutions.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That the Company, pursuant to the Removal Agreement and pursuant to
Section 610 of the Original Indenture, and by order of its Board of Directors,
hereby removes the Retiring Trustee as Trustee under the Original Indenture (and
will furnish to said Retiring Trustee a manually signed original of this Second
Supplemental Indenture as an instrument of such removal) effective as of the
opening of business on March 28, 2003;

         That, pursuant to Section 610 of the Original Indenture, and by order
of its Board of Directors, the Company hereby appoints the New Trustee as
successor Trustee under the Original Indenture, subject to the conditions of
Article Six thereof, effective as of the opening of business on March 28, 2003;

         That the undersigned New Trustee hereby accepts its appointment by the
Company as successor Trustee under the Original Indenture (and, pursuant to
Section 611 of the Original Indenture, will furnish to said Retiring Trustee and
the Company a manually signed original of this Second Supplemental Indenture as
an instrument of such acceptance) effective as of the opening of business on
March 28, 2003;

         That the Company will proceed with the delivery of the notice of the
aforesaid removal and the notice of the aforesaid appointment, as required, by
Section 610 and in the manner

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prescribed by Section 106 of the Original Indenture, in substantially the form
provided in Exhibit A attached hereto.

         The Company further covenants and agrees to and with the New Trustee
and its successors in said trust under the Original Indenture, as follows:

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101       Definitions. Each capitalized term that is used
herein and is defined in the Indenture shall have the meaning specified in the
Indenture unless such term is otherwise defined herein. The definitions below
shall only apply for the purposes of the new provisions added to the Indenture.

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

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

                  "Asset Acquisition" means (1) an Investment by the Company or
                  any Restricted Subsidiary of the Company in any other Person
                  pursuant to which such Person shall become a Restricted
                  Subsidiary of the Company or any Restricted Subsidiary of the
                  Company, or shall be merged with or into the Company or any
                  Restricted Subsidiary of the Company, or (2) the acquisition
                  by the Company or any Restricted Subsidiary of the Company of
                  the assets of any Person (other than a Restricted Subsidiary
                  of the Company) which constitutes all or substantially all of
                  the assets of such Person or comprises any division or line of
                  business of such Person or any other properties or assets of
                  such Person other than in the ordinary course of business.

                                       5

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                  "Asset Sale" means any direct or indirect sale, issuance,
                  conveyance, transfer, lease (other than operating leases
                  entered into in the ordinary course of business), assignment
                  or other transfer for value by the Company or any of its
                  Restricted Subsidiaries (including any Sale and Leaseback
                  Transaction) to any Person other than the Company, a Guarantor
                  or a Wholly Owned Restricted Subsidiary of the Company of: (1)
                  any Capital Stock of any Restricted Subsidiary of the Company;
                  or (2) any other property or assets of the Company or any
                  Restricted Subsidiary of the Company other than in the
                  ordinary course of business; provided, however, that none of
                  the following shall be considered an Asset Sale: (a) a
                  transaction or series of related transactions for which the
                  Company or its Restricted Subsidiaries receive aggregate
                  consideration of less than $5.0 million; (b) the sale, lease,
                  conveyance, disposition or other transfer of all or
                  substantially all of the assets of the Company as permitted
                  under Article Eight; (c) the grant of Liens not prohibited by
                  this Indenture; (d) any Restricted Payment permitted by
                  Section 1012 or that constitutes a Permitted Investment; (e)
                  the sale or discount, in each case without recourse, of
                  accounts receivable arising in the ordinary course of
                  business, but only in connection with the compromise or
                  collection thereof; and (f) disposals or replacements of
                  obsolete, worn out, uneconomical or surplus property or
                  equipment.

                  "Asset Swap" means the execution of a definitive agreement,
                  subject only to customary closing conditions that the Company
                  in good faith believes will be satisfied, for a substantially
                  concurrent purchase and sale, or exchange, of assets (of a
                  kind used or usable by the Company and its Restricted
                  Subsidiaries in their business as it exists on the date
                  thereof, or in businesses that are the same as such business
                  of the Company and its Restricted Subsidiaries on the date
                  thereof or similar or reasonably related thereto) between the
                  Company or any of its Restricted Subsidiaries and another
                  Person or group of affiliated Persons; provided, however, that
                  any amendment to or waiver of any closing condition that
                  individually or in the aggregate is material to the Asset Swap
                  shall be deemed to be a new Asset Swap.

                  "Bankruptcy Law" means Title 11, U.S. Code or any similar
                  Federal or state law for the relief of debtors.

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

                                       6

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

                  "Business Day" means any day other than a Saturday, a Sunday
                  or a day on which banking institutions in the City of New York
                  or at a place of payment are authorized by law, regulation or
                  executive order to remain closed. If a payment date is not a
                  Business Day at a place of payment, payment may be made at
                  that place on the next succeeding day that is a Business Day,
                  and no interest shall accrue for the intervening period.

                  "Capital Call Agreement" means the Capital Call Agreement to
                  be dated on or about the Issue Date by and among David H.
                  Murdock, individually, and as trustee for the David H. Murdock
                  Living Trust, Holdings and Deutsche Bank AG New York Branch,
                  as administrative agent.

                  "Capital Stock" means:

                  (1)      with respect to any Person that is a corporation, any
                  and all shares, interests, participations or other equivalents
                  (however designated and whether or not voting) of corporate
                  stock, including each class of Common Stock and Preferred
                  Stock of such Person, and all options, warrants or other
                  rights to purchase or acquire any of the foregoing; and

                  (2)      with respect to any Person that is not a corporation,
                  any and all partnership, membership or other equity interests
                  of such Person, and all options, warrants or other rights to
                  purchase or acquire any of the foregoing.

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

                  "Cash Equivalents" means:

                  (1)      U.S. dollars, pounds sterling, Euros or, in the case
                  of any Foreign Restricted Subsidiary, such local currencies
                  held by it from time to time in the ordinary course of
                  business;

                                       7

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                  (2)      securities issued by, or unconditionally guaranteed
                  by, the United States Government, the governments of Canada,
                  Japan, Sweden, Switzerland or the member states of the United
                  Kingdom or the European Union or issued by any agency thereof
                  and backed by the full faith and credit of the United States,
                  Canada, Japan, Sweden, Switzerland or the member states of the
                  United Kingdom or the European Union, in each case maturing
                  within one year from the date of acquisition thereof;

                  (3)      securities issued by any state of the United States
                  of America or any political subdivision of any such state or
                  any public instrumentality thereof maturing within one year
                  from the date of acquisition thereof and, at the time of
                  acquisition, having one of the two highest ratings obtainable
                  from either Standard & Poor's Ratings Group ("S&P") or Moody's
                  Investors Service, Inc. ("Moody's");

                  (4)      commercial paper maturing no more than one year from
                  the date of creation thereof and, at the time of acquisition,
                  having a rating of at least A-1 from S&P or at least P-1 from
                  Moody's;

                  (5)      certificates of deposit or bankers' acceptances
                  maturing within one year from the date of acquisition thereof
                  issued by any bank organized under the laws of the United
                  States of America or any state thereof or the District of
                  Columbia or any U.S. branch of a foreign bank having at the
                  date of acquisition thereof combined capital and surplus of
                  not less than $250.0 million or by a commercial bank organized
                  under the laws of a country recognized by the United States
                  which has a combined capital and surplus of not less than
                  $250.0 million (or the foreign currency equivalent thereof);
                  or money market funds sponsored by a registered broker dealer
                  or mutual fund distributor;

                  (6)      eurodollar time deposits;

                  (7)      repurchase obligations with a term of not more than
                  seven days for underlying securities of the types described in
                  clause (1) or (2) above entered into with any bank meeting the
                  qualifications specified in clause (5) above; and

                  (8)      investments in money market funds which invest
                  substantially all their assets in securities of the types
                  described in clauses (1) through (7) above;

                  provided that for purposes of the subordination provisions,
                  the term "Cash Equivalents" shall not include obligations of
                  the type referred to in clause (7).

                                       8

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                  "Change of Control" means the occurrence of one or more of the
                  following events:

                  (1)      any sale, lease, exchange or other transfer (in one
                  transaction or a series of related transactions) of all or
                  substantially all of the assets of the Company or Holdings to
                  any Person or group of related Persons for purposes of Section
                  13(d) of the Exchange Act (a "Group"), together with any
                  Affiliates thereof (whether or not otherwise in compliance
                  with the provisions of this Indenture), other than to the
                  Permitted Holders;

                  (2)      the approval by the holders of Capital Stock of the
                  Company or Holdings, as the case may be, of any plan or
                  proposal for the liquidation or dissolution of the Company or
                  Holdings, as the case may be (whether or not otherwise in
                  compliance with the provisions of this Indenture);

                  (3)      any Person or Group (other than the Permitted Holders
                  and any entity formed by the Permitted Holders for the purpose
                  of owning Capital Stock of the Company) shall become the
                  owner, directly or indirectly, beneficially or of record, of
                  shares representing more than 50% of the aggregate ordinary
                  voting power represented by the issued and outstanding Capital
                  Stock of the Company or Holdings; or

                  (4)      the replacement of a majority of the Board of
                  Directors of the Company or Holdings over a two-year period
                  from the directors who constituted the Board of Directors of
                  the Company or Holdings, as the case may be, at the beginning
                  of such period, and such replacement shall not have been
                  approved by a vote of either the holders of a majority of the
                  shares of Common Stock of Holdings (so long as the Permitted
                  Holders hold a majority of the Common Stock of Holdings) or at
                  least a majority of the Board of Directors of the Company or
                  Holdings, as the case may be, then still in office who either
                  were members of such Board of Directors at the beginning of
                  such period or whose election as a member of such Board of
                  Directors was previously so approved.

                  "Commodities Agreements" means commodity agreements, hedging
                  agreements and other similar agreements or arrangements
                  designed to protect the Company or any Restricted Subsidiary
                  of the Company against price fluctuations of commodities
                  (e.g., fuel) used in their respective businesses.

                  "Common Stock" of any Person means any and all shares,
                  interests or other participations in, and other equivalents
                  (however designated and whether voting or non-voting) of, such
                  Person's

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                  common stock, whether outstanding on the Issue Date or issued
                  after the Issue Date, and includes, without limitation, all
                  series and classes of such common stock.

                  "Company" means Dole Food Company, Inc., a Delaware
                  corporation, until a successor Person shall have become such
                  pursuant to the applicable provisions of this Indenture, and
                  thereafter means such successor Person.

                  "Consolidated EBITDA" means, with respect to any Person, for
                  any period, the sum (without duplication) of:

                  (1)      Consolidated Net Income; and

                  (2)      to the extent Consolidated Net Income has been
                  reduced thereby:

                  (a)      all income taxes of such Person and its Restricted
                  Subsidiaries paid or accrued in accordance with GAAP for such
                  period;

                  (b)      Consolidated Interest Expense; and

                  (c)      Consolidated Non-cash Charges less any non-cash items
                  increasing Consolidated Net Income for such period,

                  all as determined on a consolidated basis for such Person and
                  its Restricted Subsidiaries in accordance with GAAP.

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
                  to any Person, the ratio of Consolidated EBITDA of such Person
                  during the four full fiscal quarters (the "Four Quarter
                  Period") ending prior to the date of the transaction giving
                  rise to the need to calculate the Consolidated Fixed Charge
                  Coverage Ratio for which financial statements are available
                  (the "Transaction Date") to Consolidated Fixed Charges of such
                  Person for the Four Quarter Period. In addition to and without
                  limitation of the foregoing, for purposes of this definition,
                  "Consolidated EBITDA" and "Consolidated Fixed Charges" shall
                  be calculated after giving effect on a pro forma basis for the
                  period of such calculation to:

                  (1)      the incurrence or repayment of any Indebtedness of
                  such Person or any of its Restricted Subsidiaries (and the
                  application of the proceeds thereof) giving rise to the need
                  to make such calculation and any incurrence or repayment of
                  other Indebtedness (and the application of the proceeds
                  thereof), other than the incurrence or repayment of
                  Indebtedness in the ordinary course of business for working
                  capital purposes pursuant to working capital

                                       10

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                  facilities, occurring during the Four Quarter Period or at any
                  time subsequent to the last day of the Four Quarter Period and
                  on or prior to the Transaction Date, as if such incurrence or
                  repayment, as the case may be (and the application of the
                  proceeds thereof), occurred on the first day of the Four
                  Quarter Period; and

                  (2)      any Asset Sales or other disposition or Asset
                  Acquisitions (including, without limitation, any Asset
                  Acquisition giving rise to the need to make such calculation
                  as a result of such Person or one of its Restricted
                  Subsidiaries (including any Person who becomes a Restricted
                  Subsidiary as a result of the Asset Acquisition) incurring,
                  assuming or otherwise being liable for Acquired Indebtedness
                  and also including any Consolidated EBITDA attributable to the
                  assets which are the subject of the Asset Acquisition or Asset
                  Sale or other disposition during the Four Quarter Period)
                  occurring during the Four Quarter Period or at any time
                  subsequent to the last day of the Four Quarter Period and on
                  or prior to the Transaction Date, as if such Asset Sale or
                  other disposition or Asset Acquisition (including the
                  incurrence, assumption or liability for any such Acquired
                  Indebtedness) occurred on the first day of the Four Quarter
                  Period.

                  For purposes of this definition, whenever pro forma effect is
                  to be given to an Asset Acquisition and the amount of income
                  or earnings relating thereto, the pro forma calculations shall
                  be determined in good faith by a responsible financial or
                  accounting Officer of the Company and shall comply with the
                  requirements of Rule 11-02 of Regulation S-X promulgated by
                  the Commission, except that such pro forma calculations may
                  include operating expense reductions for such period resulting
                  from the acquisition which is being given pro forma effect
                  that have been realized or for which the steps necessary for
                  realization have been taken or are reasonably expected to be
                  taken within six months following any such Asset Acquisition,
                  including, but not limited to, the execution or termination of
                  any contracts, the termination of any personnel or the closing
                  (or approval by the Board of Directors of the Company of any
                  closing) of any facility, as applicable, provided that, in
                  either case, such adjustments are set forth in an Officers'
                  Certificate signed by the Company's chief financial officer
                  and another Officer which states (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 any related incurrence of
                  Indebtedness is permitted pursuant to this Indenture.

                                       11

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                  If such Person or any of its Restricted Subsidiaries directly
                  or indirectly guarantees Indebtedness of a third Person, the
                  preceding sentence shall give effect to the incurrence of such
                  guaranteed Indebtedness as if such Person or any Restricted
                  Subsidiary of such Person had directly incurred or otherwise
                  assumed such guaranteed Indebtedness.

                  Furthermore, in calculating "Consolidated Fixed Charges" for
                  purposes of determining the denominator (but not the
                  numerator) of this "Consolidated Fixed Charge Coverage Ratio":

                  (1)      interest on outstanding Indebtedness determined on a
                  fluctuating basis as of the Transaction Date and which will
                  continue to be so determined thereafter shall be deemed to
                  have accrued at a fixed rate per annum equal to the rate of
                  interest on such Indebtedness in effect on the Transaction
                  Date; and

                  (2)      notwithstanding clause (1) above, interest on
                  Indebtedness determined on a fluctuating basis, to the extent
                  such interest is covered by agreements relating to Interest
                  Swap Obligations, shall be deemed to accrue at the rate per
                  annum resulting after giving effect to the operation of such
                  agreements.

                  "Consolidated Fixed Charges" means, with respect to any Person
                  for any period, the sum, without duplication, of:

                  (1)      Consolidated Interest Expense (excluding the
                  amortization or write-off of deferred financing costs); plus

                  (2)      the product of (x) the amount of all dividend
                  payments on any series of Preferred Stock of such Person and,
                  to the extent permitted under this Indenture, its Restricted
                  Subsidiaries (other than dividends paid in Qualified Capital
                  Stock) paid, accrued or scheduled to be paid or accrued during
                  such period times (y) a fraction, the numerator of which is
                  one and the denominator of which is one minus the then current
                  effective consolidated federal, state and local income tax
                  rate of such Person, expressed as a decimal.

                  "Consolidated Interest Expense" means, with respect to any
                  Person for any period, the sum of, without duplication:

                  (1)      the aggregate of the interest expense of such Person
                  and its Restricted Subsidiaries for such period determined on
                  a consolidated basis in accordance with GAAP, including
                  without limitation: (a) any amortization of debt discount and
                  amortization or write-off of deferred financing costs; (b) the
                  net costs under

                                       12

<PAGE>

                  Interest Swap Obligations; (c) all capitalized interest; and
                  (d) the interest portion of any deferred payment obligation;
                  and

                  (2)      the interest component of Capitalized Lease
                  Obligations paid, accrued and/or scheduled to be paid or
                  accrued by such Person and its Restricted Subsidiaries during
                  such period as determined on a consolidated basis in
                  accordance with GAAP.

                  "Consolidated Net Income" means, with respect to any Person,
                  for any period, the aggregate net income (or loss) of such
                  Person and its Restricted Subsidiaries for such period on a
                  consolidated basis, determined in accordance with GAAP;
                  provided that there shall be excluded therefrom (without
                  duplication):

                  (1)      after-tax gains and losses from Asset Sales (without
                  regard to the $5.0 million limitation set forth in the
                  definition thereof) or abandonments or reserves relating
                  thereto;

                  (2)      after-tax items classified as extraordinary or
                  nonrecurring gains and losses;

                  (3)      the net income of any Person acquired in a "pooling
                  of interests" transaction accrued prior to the date it becomes
                  a Restricted Subsidiary of the referent Person or is merged or
                  consolidated with the referent Person or any Restricted
                  Subsidiary of the referent Person;

                  (4)      the net income (but not loss) of any Restricted
                  Subsidiary of the referent Person to the extent that the
                  declaration of dividends or similar distributions by that
                  Restricted Subsidiary of that income is restricted by a
                  contract, operation of law or otherwise, unless received;

                  (5)      the net income of any Person, other than a Restricted
                  Subsidiary of the referent Person, except to the extent of
                  cash dividends or distributions paid to the referent Person or
                  to a Restricted Subsidiary of the referent Person by such
                  Person;

                  (6)      any restoration to income of any contingency reserve,
                  except to the extent that provision for such reserve was made
                  out of Consolidated Net Income accrued at any time following
                  the Issue Date;

                  (7)      income or loss attributable to discontinued
                  operations; and

                  (8)      in the case of a successor to the referent Person by
                  consolidation or merger or as a transferee of the referent
                  Person's

                                       13

<PAGE>

                  assets, any earnings of the successor corporation prior to
                  such consolidation, merger or transfer of assets.

                  Notwithstanding the foregoing, "Consolidated Net Income" shall
                  be calculated without giving effect to:

                  (i)      any premiums, fees or expenses incurred in connection
                  with the transactions; and

                  (ii)     the amortization, depreciation or non-cash charge of
                  any amounts required or permitted by Statement of Financial
                  Accounting Standards No. 141, "Business Combinations," and No.
                  142, "Goodwill and Other Intangible Assets," or any successor
                  pronouncements of the Financial Accounting Standards Board or
                  with respect to the impairment of the value of any long-lived
                  assets.

                  "Consolidated Net Worth" of any Person means the consolidated
                  stockholders' equity of such Person, determined on a
                  consolidated basis in accordance with GAAP, less (without
                  duplication) amounts attributable to Disqualified Capital
                  Stock of such Person.

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

                  "Corporate Trust Office of the Trustee" means the principal
                  office of the Trustee at which at any time its corporate trust
                  business shall be administered, which office at the date
                  hereto is located at 707 Wilshire Boulevard, 17th Floor, Los
                  Angeles, California 90017, Attention: Corporate Trust
                  Department, or such other address as the Trustee may designate
                  from time to time by notice to the Holders and the Company, or
                  the principal corporate trust office of any successor Trustee
                  (or such other address as such successor Trustee may designate
                  from time to time by notice to the Holders and the Company).

                  "Credit Agreement" means the Credit Agreement entered into on
                  the Issue Date, among Holdings, the Company, Solvest Ltd., the
                  lenders party thereto in their capacities as lenders
                  thereunder and Deutsche Bank AG New York Branch, as
                  administrative agent,

                                       14

<PAGE>

                  The Bank of Nova Scotia and Bank of America, N.A., as
                  co-syndication agents, and Fleet National Bank and Societe
                  Generale, as co-documentation agents, together with the
                  related documents thereto (including, without limitation, any
                  guarantee agreements and security documents), in each case as
                  such agreements may be amended (including any amendment and
                  restatement thereof), supplemented or otherwise modified from
                  time to time, including any agreement extending the maturity
                  of, refinancing, replacing or otherwise restructuring
                  (including, without limitation, increasing the amount of
                  available borrowings thereunder or adding Restricted
                  Subsidiaries of the Company as additional borrowers or
                  guarantors thereunder) all or any portion of the Indebtedness
                  under such agreement or any successor or replacement agreement
                  or agreements and whether by the same or any other agent,
                  lender or group of lenders.

                  "Currency Agreement" means any foreign exchange contract,
                  currency swap agreement or other similar agreement or
                  arrangement designed to protect the Company or any Restricted
                  Subsidiary of the Company against fluctuations in currency
                  values.

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

                  "Disqualified Capital Stock" means that portion of any Capital
                  Stock which, by its terms (or by the terms of any security
                  into which it is convertible or for which it is exchangeable
                  at the option of the holder thereof), or upon the happening of
                  any event (other than an event which would constitute a Change
                  of Control or an Asset Sale and other than an event of default
                  as a result of the bankruptcy, insolvency or similar event of
                  the issuer thereof contained in a security into which such
                  Capital Stock is convertible or for which it is exchangeable),
                  matures or is mandatorily redeemable, pursuant to a sinking
                  fund obligation or otherwise, or is redeemable at the sole
                  option of the holder thereof (except, in each case, upon the
                  occurrence of a Change of Control or an Asset Sale and other
                  than an event of default as a result of the bankruptcy,
                  insolvency or similar event of the issuer thereof contained in
                  a security into which such Capital Stock is convertible or for
                  which it is exchangeable), on or prior to the final maturity
                  date of the 2009 Notes or the 2013 Notes, as applicable.

                  "Domestic Restricted Subsidiary" means a Restricted Subsidiary
                  incorporated or otherwise organized or existing under the laws
                  of the United States, any state thereof or any territory or
                  possession of the United States.

                                       15

<PAGE>

                  "Equity Offering" means any public or private sale or issuance
                  of Qualified Capital Stock of Holdings or the Company;
                  provided that, in the event of an Equity Offering by Holdings,
                  Holdings contributes to the capital of the Company the portion
                  of the net cash proceeds of such Equity Offering necessary to
                  pay the aggregate redemption price (plus accrued interest to
                  the Redemption Date) of the New Senior Notes to be redeemed
                  pursuant to Section 3.8 of the New Senior Notes Indenture.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended, or any successor statute or statutes thereto.

                  "Existing Notes" means the Company's 8.625% Senior Notes due
                  2009 (the "2009 Notes") and the Company's 8.75% Debentures due
                  2013 (the "2013 Notes").

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

                  "Final Memorandum" shall mean the Company's final offering
                  memorandum dated March 17, 2003, whereby the Company offered
                  $475,000,000 aggregate principal amount of its New Senior
                  Notes.

                  "Foreign Restricted Subsidiary" means any Restricted
                  Subsidiary other than a Domestic Restricted 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 may be approved by a significant segment of
                  the accounting profession of the United States, which are in
                  effect as of the Issue Date.

                  "Guarantee" has the meaning set forth in Section 1601.

                  "Guarantor" means: (1) certain of the Company's Domestic
                  Restricted Subsidiaries as of the Issue Date; and (2) each of
                  the Company's Restricted Subsidiaries that in the future
                  executes a

                                       16

<PAGE>

                  supplemental indenture in which such Restricted Subsidiary
                  agrees to be bound by the terms of this Indenture as a
                  Guarantor; provided that any Person constituting a Guarantor
                  as described above shall cease to constitute a Guarantor when
                  its respective Guarantee is released in accordance with the
                  terms of this Indenture.

                  "Guarantor Designated Senior Debt" means (1) Indebtedness of a
                  Guarantor under or in respect of the Credit Agreement and (2)
                  any other Indebtedness of a Guarantor constituting Guarantor
                  Senior Debt which, at the time of determination, has an
                  aggregate principal amount of at least $50.0 million and is
                  specifically designated in the instrument evidencing such
                  Guarantor Senior Debt as "Guarantor Designated Senior Debt" by
                  the Company.

                  "Guarantor Senior Debt" means, with respect to any Guarantor:
                  the principal of, premium, if any, and interest (including any
                  interest accruing subsequent to the filing of a petition of
                  bankruptcy at the rate provided for in the documentation with
                  respect thereto, whether or not such interest is an allowed
                  claim under applicable law) on any Indebtedness of, or
                  guaranteed by, a Guarantor, whether outstanding on the Issue
                  Date or thereafter created, incurred or assumed, unless, in
                  the case of any particular Indebtedness, the instrument
                  creating or evidencing the same or pursuant to which the same
                  is outstanding expressly provides that such Indebtedness shall
                  not be senior in right of payment to the Guarantee of such
                  Guarantor. Without limiting the generality of the foregoing,
                  "Guarantor Senior Debt" shall also include the principal of,
                  premium, if any, interest (including any interest accruing
                  subsequent to the filing of a petition of bankruptcy at the
                  rate provided for in the documentation with respect thereto,
                  whether or not such interest is an allowed claim under
                  applicable law) on, and all other amounts owing in respect of
                  (including guarantees of the foregoing obligations):

                  (x)      all monetary obligations of every nature of such
                  Guarantor under, or with respect to, the Credit Agreement,
                  including, without limitation, obligations to pay principal,
                  premium and interest, reimbursement obligations under letters
                  of credit and bank guarantees, fees, expenses and indemnities
                  (and guarantees thereof);

                  (y)      all Interest Swap Obligations (and guarantees
                  thereof); and

                  (z)      all obligations under Currency Agreements (and
                  guarantees thereof),

                                       17

<PAGE>

                  in each case whether outstanding on the Issue Date or
                  thereafter incurred.

                  Notwithstanding the foregoing, "Guarantor Senior Debt" shall
                  not include:

                  (1)      any Indebtedness of such Guarantor to a Subsidiary of
                  such Guarantor;

                  (2)      Indebtedness to, or guaranteed on behalf of, any
                  director, officer or employee of such Guarantor or any
                  Subsidiary of such Guarantor (including, without limitation,
                  amounts owed for compensation);

                  (3)      Indebtedness to trade creditors and other amounts
                  incurred in connection with obtaining goods, materials or
                  services; provided that obligations incurred pursuant to the
                  Credit Agreement shall not be excluded pursuant to this clause
                  (3);

                  (4)      Indebtedness represented by Disqualified Capital
                  Stock;

                  (5)      any liability for federal, state, local or other
                  taxes owed or owing by such Guarantor;

                  (6)      that portion of any Indebtedness incurred in
                  violation of Section 1014 (but, as to any such obligation, no
                  such violation shall be deemed to exist for purposes of this
                  clause (6) if the holder(s) of such obligation or their
                  representative shall have received an officer's certificate
                  (and/or a representation or warranty) from the Company to the
                  effect that the incurrence of such Indebtedness does not (or,
                  in the case of revolving credit indebtedness, that the
                  incurrence of the entire committed amount thereof at the date
                  on which the initial borrowing thereunder is made would not)
                  violate such Section);

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

                  (8)      Guarantees or the guarantees of the New Senior Notes;
                  and

                  (9)      with respect to any Guarantor, any Indebtedness which
                  is, by its express terms, subordinated in right of payment to
                  any other Indebtedness of such Guarantor.

                  "Holder" means a Person in whose name a Note is registered.

                                       18

<PAGE>

                  "Holdings" means DHM Holding Company, Inc., a Delaware
                  corporation and the parent of the Company.

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

                  (1)      all Obligations of such Person for borrowed money;

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

                  (3)      all Capitalized Lease Obligations of such Person;

                  (4)      all Obligations of such Person issued or assumed as
                  the deferred purchase price of property, all conditional sale
                  obligations and all Obligations under any title retention
                  agreement (but excluding trade accounts payable and other
                  accrued liabilities arising in the ordinary course of business
                  that are not overdue by 120 days or more or are being
                  contested in good faith by appropriate proceedings promptly
                  instituted and diligently conducted and payables under the
                  Company's grower loans program in the ordinary course of
                  business and consistent with past practice);

                  (5)      all Obligations for the reimbursement of any obligor
                  on any letter of credit, banker's acceptance or similar credit
                  transaction;

                  (6)      guarantees and other contingent obligations in
                  respect of Indebtedness referred to in clauses (1) through (5)
                  above and clause (8) below;

                  (7)      all Obligations of any other Person of the type
                  referred to in clauses (1) through (6) which are secured by
                  any Lien on any property or asset of such Person, the amount
                  of such Obligation being deemed to be the lesser of the fair
                  market value of such property or asset or the amount of the
                  Obligation so secured;

                  (8)      all Obligations under Currency Agreements and
                  Interest Swap Obligations of such Person; and

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

                  For purposes hereof, the "maximum fixed repurchase price" of
                  any Disqualified Capital Stock which does not have a fixed
                  repurchase

                                       19

<PAGE>

                  price shall be calculated in accordance with the terms of such
                  Disqualified Capital Stock as if such Disqualified Capital
                  Stock were purchased on any date on which Indebtedness shall
                  be required to be determined pursuant to this Indenture, and
                  if such price is based upon, or measured by, the fair market
                  value of such Disqualified Capital Stock, such fair market
                  value shall be determined reasonably and in good faith by the
                  Board of Directors of the issuer of such Disqualified Capital
                  Stock.

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

                  "Independent Financial Advisor" means a firm: (1) which does
                  not, and whose directors, officers and employees or Affiliates
                  do not, have a direct or indirect financial interest in the
                  Company; and (2) which, in the judgment of the Board of
                  Directors of the Company, is otherwise independent and
                  qualified to perform the task for which it is to be engaged.

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

                  "Investment" means, with respect to any Person, any direct or
                  indirect loan or other extension of credit (including, without
                  limitation, a guarantee) or capital contribution to (by means
                  of any transfer of cash or other property to others or any
                  payment for property or services for the account or use of
                  others), or any purchase or acquisition by such Person of any
                  Capital Stock, bonds, notes, debentures or other securities or
                  evidences of Indebtedness issued by, any other Person.
                  "Investment" shall exclude extensions of trade credit by the
                  Company and its Restricted Subsidiaries on commercially
                  reasonable terms in accordance with normal trade practices of
                  the Company or such Restricted Subsidiaries, as the case may
                  be. If the Company or any Restricted Subsidiary of the Company
                  sells or otherwise disposes of any Common Stock of any direct
                  or indirect Restricted Subsidiary of the Company such that,
                  after giving effect to any such sale or disposition, the
                  Company no longer owns, directly or indirectly, 50% of the
                  outstanding Common Stock of such Restricted Subsidiary, the
                  Company shall be deemed to have made

                                       20

<PAGE>

                  an Investment on the date of any such sale or disposition
                  equal to the fair market value of the Common Stock of such
                  Restricted Subsidiary not sold or disposed of.

                  "Issue Date" means March 28, 2003, the date of original
                  issuance of the New Senior Notes.

                  "Net Cash Proceeds" means, with respect to any Asset Sale, the
                  proceeds in the form of cash or Cash Equivalents including
                  payments in respect of deferred payment obligations when
                  received in the form of cash or Cash Equivalents (other than
                  the portion of any such deferred payment constituting
                  interest) received by the Company or any of its Restricted
                  Subsidiaries from such Asset Sale net of:

                  (1)      reasonable out-of-pocket expenses and fees relating
                  to such Asset Sale (including, without limitation, legal,
                  accounting and investment banking fees and sales commissions);

                  (2)      taxes paid or payable after taking into account any
                  reduction in consolidated tax liability due to available tax
                  credits or deductions and any tax sharing arrangements;

                  (3)      repayment of Indebtedness that is secured by the
                  property or assets that are the subject of such Asset Sale or
                  that is required, pursuant to an agreement or instrument
                  existing on the Issue Date, to be repaid from the proceeds of
                  such Asset Sale other than pursuant to this Indenture; and

                  (4)      appropriate amounts to be provided by the Company or
                  any Restricted Subsidiary, as the case may be, as a reserve,
                  in accordance with GAAP, against any liabilities associated
                  with such Asset Sale and retained by the Company or any
                  Restricted Subsidiary, as the case may be, after such Asset
                  Sale, including, without limitation, pension and other
                  post-employment benefit liabilities, liabilities related to
                  environmental matters and liabilities under any
                  indemnification obligations associated with such Asset Sale.

                  "New Senior Notes" means the $475.0 million aggregate
                  principal amount of the Company's 8-7/8% Senior Notes due
                  2011.

                  "New Senior Notes Indenture" means the Indenture, dated as of
                  March 28, 2003, by and among the Company, the Guarantors and
                  the Trustee relating to the New Senior Notes.

                                       21

<PAGE>

                  "Notes" means the Existing Notes and any other Notes, if any,
                  that are issued under this Indenture, as amended or
                  supplemented from time to time.

                  "Obligations" means all obligations for principal, premium,
                  interest (including any interest accruing subsequent to the
                  filing of a petition of bankruptcy at the rate provided for in
                  the documentation with respect thereto, whether or not such
                  interest is an allowed claim under applicable law), 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.

                  "Officers' Certificate" means a certificate signed by two
                  officers of the Company, at least one of whom shall be the
                  principal executive officer or principal financial officer of
                  the Company, and delivered to the Trustee.

                  "Opinion of Counsel" means an opinion from legal counsel who
                  is reasonably acceptable to the Trustee that meets the
                  requirements of Section 301 hereof. The counsel may be an
                  employee of or counsel to the Company, any Subsidiary of the
                  Company or the Trustee.

                  "Pari Passu Debt" means any Indebtedness of the Company or any
                  Guarantor that ranks pari passu in right of payment with the
                  Notes or such Guarantee, as applicable.

                  "Permitted Holders" means (i) David H. Murdock, his estate,
                  spouse, heirs, ancestors, lineal descendants, legatees, legal
                  representatives or the trustee of a bona fide trust of which
                  one or more of the foregoing are the principal beneficiaries
                  or grantors thereof and (ii) any entity controlled, directly
                  or indirectly, by any Persons referred to in the preceding
                  clause (i), whether through the ownership of voting
                  securities, by contract or otherwise.

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

                  (1)      Indebtedness under the New Senior Notes or the
                  exchange notes issued in exchange for the New Senior Notes
                  pursuant to a registration statement in an aggregate principal
                  amount not to exceed $475.0 million and the Guarantees
                  thereof;

                                       22

<PAGE>

                  (2)      Indebtedness incurred pursuant to the Credit
                  Agreement in an aggregate principal amount at any time
                  outstanding not to exceed $1,125.0 million less the amount of
                  all repayments of terms loans and permanent commitment
                  reductions in the revolving credit portion of the Credit
                  Agreement actually made with Net Cash Proceeds of Asset Sales
                  applied thereto as required by Section 1015;

                  (3)      other Indebtedness of the Company and its Restricted
                  Subsidiaries outstanding on the Issue Date (including any
                  "put" or similar rights of minority holders of Restricted
                  Subsidiaries in existence as of the Issue Date) reduced by the
                  amount of any scheduled amortization payments or mandatory
                  prepayments when actually paid or permanent reductions
                  thereon;

                  (4)      Interest Swap Obligations of the Company or any
                  Restricted Subsidiary of the Company covering Indebtedness of
                  the Company or any of its Restricted Subsidiaries; provided,
                  however, that such Interest Swap Obligations are entered into
                  to protect the Company and its Restricted Subsidiaries from
                  fluctuations in interest rates on their outstanding
                  Indebtedness to the extent the notional principal amount of
                  any such Interest Swap Obligation does not, at the time of the
                  initial incurrence thereof, exceed the principal amount of the
                  Indebtedness to which such Interest Swap Obligation relates;

                  (5)      (A) Indebtedness under Currency Agreements; provided
                  that in the case of Currency Agreements which relate to
                  Indebtedness, such Currency Agreements do not increase the
                  Indebtedness of the Company and its Restricted Subsidiaries
                  outstanding other than as a result of fluctuations in foreign
                  currency exchange rates or by reason of fees, indemnities and
                  compensation payable thereunder and (B) Indebtedness under
                  Commodities Agreements;

                  (6)      Indebtedness of a Restricted Subsidiary of the
                  Company to the Company or to a Wholly Owned Restricted
                  Subsidiary of the Company for so long as such Indebtedness is
                  held by the Company or a Wholly Owned Restricted Subsidiary of
                  the Company or the holder of a Lien permitted under this
                  Indenture, in each case subject to no Lien held by a Person
                  other than the Company or a Wholly Owned Restricted Subsidiary
                  of the Company or the holder of a Lien permitted under this
                  Indenture; provided that if as of any date any Person other
                  than the Company or a Wholly Owned Restricted Subsidiary of
                  the Company or the holder of a Lien permitted under this
                  Indenture owns or holds any such Indebtedness or holds a Lien
                  in respect of such Indebtedness, such

                                       23

<PAGE>

                  date shall be deemed the incurrence of Indebtedness not
                  constituting Permitted Indebtedness under this clause (6) by
                  the issuer of such Indebtedness;

                  (7)      (A) Indebtedness of the Company to a Wholly Owned
                  Restricted Subsidiary of the Company for so long as such
                  Indebtedness is held by a Wholly Owned Restricted Subsidiary
                  of the Company or the holder of a Lien permitted under this
                  Indenture, in each case subject to no Lien other than a Lien
                  permitted under this Indenture; provided that (a) any
                  Indebtedness of the Company to any Wholly Owned Restricted
                  Subsidiary of the Company that is not a Guarantor is unsecured
                  and subordinated, pursuant to a written agreement, to the
                  Company's obligations under this Indenture and the Notes and
                  (b) if as of any date any Person other than a Wholly Owned
                  Restricted Subsidiary of the Company or the holder of a Lien
                  permitted under this Indenture owns or holds any such
                  Indebtedness or holds a Lien in respect of such Indebtedness,
                  such date shall be deemed the incurrence of Indebtedness not
                  constituting Permitted Indebtedness under this clause (7) by
                  the Company and (B) Indebtedness of the Company or any of its
                  Restricted Subsidiaries to Saba Trading AB or any other
                  Restricted Subsidiary of the Company that is not a Wholly
                  Owned Restricted Subsidiary of the Company in the ordinary
                  course of business consistent with past practice;

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

                  (9)      Indebtedness of the Company or any of its Restricted
                  Subsidiaries in respect of performance bonds, bankers'
                  acceptances, workers' compensation claims, surety or appeal
                  bonds, payment obligations in connection with self-insurance
                  or similar obligations, completion or performance guarantees
                  or standby letters of credit issued for the purpose of
                  supporting such obligations and bank overdrafts (and letters
                  of credit in respect thereof) in the ordinary course of
                  business;

                  (10)     Indebtedness represented by Capitalized Lease
                  Obligations, mortgage financings and Purchase Money
                  Indebtedness of the Company and its Restricted Subsidiaries
                  incurred in the ordinary course of business not to exceed
                  $25.0 million at any one time outstanding;

                                       24

<PAGE>

                  (11)     Refinancing Indebtedness;

                  (12)     Indebtedness represented by guarantees by the Company
                  or its Restricted Subsidiaries of Indebtedness otherwise
                  permitted to be incurred under this Indenture;

                  (13)     Indebtedness of the Company or any Restricted
                  Subsidiary consisting of guarantees, indemnities or
                  obligations in respect of purchase price adjustments in
                  connection with the acquisition or disposition of assets or
                  the Capital Stock of Subsidiaries;

                  (14)     guarantees furnished by the Company or its Restricted
                  Subsidiaries in the ordinary course of business of
                  Indebtedness of another Person in an aggregate amount not to
                  exceed $25.0 million at any one time outstanding;

                  (15)     Indebtedness incurred under commercial letters of
                  credit issued for the account of the Company or any of its
                  Restricted Subsidiaries in the ordinary course of business
                  (and not for the purpose of, directly or indirectly, incurring
                  Indebtedness or providing credit support or a similar
                  arrangement in respect of Indebtedness), provided that any
                  drawing under any such letter of credit is reimbursed in full
                  within seven days;

                  (16)     Indebtedness of the Company or any of its Restricted
                  Subsidiaries relating to any "earn-out" obligations payable in
                  connection with any acquisition made by the Company or any
                  Restricted Subsidiary not prohibited by this Indenture;

                  (17)     Indebtedness of Foreign Restricted Subsidiaries in an
                  aggregate principal amount not to exceed $50.0 million at any
                  one time outstanding;

                  (18)     Indebtedness of Foreign Restricted Subsidiaries (and
                  any guarantee thereof by the Company) incurred in connection
                  with grower loan programs in an aggregate principal amount not
                  to exceed $50.0 million at any one time outstanding;

                  (19)     without duplication, Indebtedness of the Company or
                  any of its Restricted Subsidiaries under letters of credit and
                  bank guarantees required by governmental laws, orders and
                  regulations which letters of credit will be backstopped by
                  letters of credit under the Credit Agreement;

                  (20)     Indebtedness of the Company or any of its Restricted
                  Subsidiaries incurred in connection with vehicle inventory
                  loans in an aggregate principal amount not to exceed $5.0
                  million at any one time outstanding;

                                       25

<PAGE>

                  (21)     Indebtedness of the Company and its Restricted
                  Subsidiaries representing Obligations in existence on the
                  Issue Date that become Indebtedness after the Issue Date as a
                  result of the implementation of FASB Interpretation No. 46,
                  "Consolidation of Variable Interest Entities"; and

                  (22)     additional Indebtedness of the Company and its
                  Restricted Subsidiaries in an aggregate principal amount not
                  to exceed $35.0 million at any one time outstanding (which
                  amount may, but need not, be incurred in whole or in part
                  under the Credit Agreement).

                  For purposes of determining compliance with Section 1014, in
                  the event that an item of Indebtedness meets the criteria of
                  more than one of the categories of Permitted Indebtedness
                  described in clauses (1) through (22) above or is entitled to
                  be incurred pursuant to the Consolidated Fixed Charge Coverage
                  Ratio provisions of Section 1014 hereof, the Company shall, in
                  its sole discretion, classify (or from time to time may
                  reclassify) such item of Indebtedness in any manner that
                  complies with this definition and such item of Indebtedness
                  will be treated as having been incurred pursuant to only one
                  of such categories. Accrual of interest, accretion or
                  amortization of original issue discount, a change in the
                  amount of Indebtedness due solely to fluctuations in the
                  exchange rates of currencies, the payment of interest on any
                  Indebtedness in the form of additional Indebtedness with the
                  same terms, and the payment of dividends on Disqualified
                  Capital Stock in the form of additional shares of the same
                  class of Disqualified Capital Stock will not be deemed to be
                  an incurrence of Indebtedness or an issuance of Disqualified
                  Capital Stock for purposes of Section 1014 hereof.

                  "Permitted Investments" means:

                  (1)      Investments by the Company or any Restricted
                  Subsidiary of the Company in any Person that is or will become
                  immediately after such Investment a Restricted Subsidiary of
                  the Company or that will merge or consolidate into the Company
                  or a Restricted Subsidiary of the Company;

                  (2)      Investments in the Company by any Restricted
                  Subsidiary of the Company; provided that any Indebtedness
                  (other than Indebtedness to Saba Trading AB or any other
                  Restricted Subsidiary of the Company that is not a Wholly
                  Owned Restricted Subsidiary of the Company in the ordinary
                  course of business consistent with past practice) evidencing
                  such Investment and held by a Restricted Subsidiary that is
                  not a Guarantor is unsecured and

                                       26

<PAGE>

                  subordinated, pursuant to a written agreement, to the
                  Company's obligations under the Notes and this Indenture;

                  (3)      Investments in cash and Cash Equivalents;

                  (4)      loans to employees, directors and officers of the
                  Company and its Restricted Subsidiaries in the ordinary course
                  of business for bona fide business purposes not in excess of
                  $5.0 million at any one time outstanding;

                  (5)      Obligations under Currency Agreements, Interest Swap
                  Obligations and Commodities Agreements entered into in the
                  ordinary course of the Company's or its Restricted
                  Subsidiaries' businesses and not for speculative purposes and
                  otherwise in compliance with this Indenture;

                  (6)      additional Investments not to exceed $50.0 million at
                  any one time outstanding;

                  (7)      Investments in securities of trade creditors,
                  licensors, licensees or customers received pursuant to any
                  plan of reorganization or similar arrangement upon the
                  bankruptcy or insolvency of such trade creditors or customers
                  or in good faith settlement of delinquent obligations of such
                  trade creditors or customers;

                  (8)      Investments made by the Company or its Restricted
                  Subsidiaries as a result of consideration received in
                  connection with an Asset Sale made in compliance with Section
                  1015, whether or not such consideration is equal to or greater
                  than $5.0 million;

                  (9)      Investments represented by guarantees that are
                  otherwise permitted under this Indenture;

                  (10)     Investments the payment for which is Qualified
                  Capital Stock of the Company;

                  (11)     Investments resulting from the creation of Liens on
                  the assets of the Company or any of its Restricted
                  Subsidiaries in compliance with Section 1008;

                  (12)     Investments by the Company or any Restricted
                  Subsidiary in connection with grower loan programs in an
                  amount not to exceed $75.0 million at any one time
                  outstanding;

                  (13)     Investments arising as a result of the exercise of
                  any "put" or similar rights of minority holders of Restricted
                  Subsidiaries or

                                       27

<PAGE>

                  "call" or similar rights of the Company in existence as of the
                  Issue Date; and

                  (14)     advances to employees, directors and officers of the
                  Company and its Restricted Subsidiaries in the ordinary course
                  of business for bona fide business purposes.

                  "Person" means an individual, partnership, corporation,
                  limited liability company, unincorporated organization, trust
                  or joint venture, or any entity similar to any of the
                  foregoing organized under the laws of other countries, or a
                  governmental agency or political subdivision thereof.

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

                  "Purchase Date" means, with respect to any Note to be
                  repurchased, the date fixed for such repurchase by or pursuant
                  to this Indenture.

                  "Purchase Money Indebtedness" means Indebtedness of the
                  Company and its Restricted Subsidiaries incurred in the normal
                  course of business for the purpose of financing all or any
                  part of the purchase price, or the cost of installation,
                  construction or improvement, of property or equipment.

                  "Purchase Price" means the amount payable for the repurchase
                  of any Note on a Purchase Date, exclusive of accrued and
                  unpaid interest thereon to the Purchase Date, unless otherwise
                  specifically provided.

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

                  "Redemption Date" means, with respect to any Note to be
                  redeemed, the date fixed for such redemption by or pursuant to
                  this Indenture.

                  "Redemption Price" means the amount payable for the redemption
                  of any Note on a Redemption Date, exclusive of' accrued and
                  unpaid interest thereon to the Redemption Date, unless
                  otherwise specifically provided.

                  "Refinance" means, in respect of any security or Indebtedness,
                  to refinance, extend, renew, refund, repay, prepay, redeem,
                  defease or retire, or to issue a security or Indebtedness in
                  exchange or

                                       28

<PAGE>

                  replacement for, such security or Indebtedness in whole or in
                  part. "Refinanced" and Refinancing" shall have correlative
                  meanings.

                  "Refinancing Indebtedness" means any Refinancing by the
                  Company or any Restricted Subsidiary of the Company of
                  Indebtedness incurred in accordance with Section 1014 (other
                  than pursuant to clauses (2), (4), (5), (6), (7), (8), (9),
                  (10), (12), (13) through (20) and (22) of the definition of
                  "Permitted Indebtedness"), in each case that does not:

                  (1)      result in an increase in the aggregate principal
                  amount of Indebtedness of such Person as of the date of such
                  proposed Refinancing above the sum of (i) the aggregate
                  principal amount of such Indebtedness, plus (ii) the accrued
                  interest on and the amount of any premium required to be paid
                  under the terms of the instrument governing such Indebtedness,
                  plus (iii) the amount of reasonable expenses incurred by the
                  Company in connection with such Refinancing; or

                  (2)      create Indebtedness with: (a) a Weighted Average Life
                  to Maturity that is less than the Weighted Average Life to
                  Maturity of the Indebtedness being Refinanced; or (b) a final
                  maturity earlier than the final maturity of the Indebtedness
                  being Refinanced;

                  provided that (x) if such Indebtedness being Refinanced is
                  Indebtedness solely of the Company (and is not otherwise
                  guaranteed by a Restricted Subsidiary of the Company), then
                  such Refinancing Indebtedness shall be Indebtedness solely of
                  the Company and (y) if such Indebtedness being Refinanced is
                  subordinate or junior to the Notes or the Guarantees, then
                  such Refinancing Indebtedness shall be subordinate to the
                  Notes or the Guarantees, as the case may be, at least to the
                  same extent and in the same manner as the Indebtedness being
                  Refinanced.

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

                  "Representative" means the indenture trustee or other trustee,
                  agent or representative in respect of any Guarantor Designated

                                       29

<PAGE>

                  Senior Debt; provided that if, and for so long as, any
                  Guarantor Designated Senior Debt lacks such a representative,
                  then the Representative for such Guarantor Designated Senior
                  Debt shall at all times constitute the holders of a majority
                  in outstanding principal amount of such Guarantor Designated
                  Senior Debt.

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

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

                  "Significant Subsidiary", with respect to any Person, means
                  any Restricted Subsidiary of such Person that satisfies the
                  criteria for a "significant subsidiary" set forth in Rule
                  1-02(w) of Regulation S-X under the Exchange Act.

                  "Subordinated Indebtedness" means Indebtedness of the Company
                  or any Guarantor that is subordinate or junior in right of
                  payment to the Notes or the Guarantee of such Guarantor, as
                  the case may be.

                  "Subsidiary", with respect to any Person, means:

                  (1)      any corporation, association or other business entity
                  of which the outstanding Capital Stock having at least a
                  majority of the votes entitled to be cast in the election of
                  directors, managers or trustees of such corporation,
                  association or other business entity under ordinary
                  circumstances shall at the time be owned, directly or
                  indirectly, by such Person and its Subsidiaries; or

                  (2)      any partnership (a) the sole general partner or the
                  managing partner of which is such Person or a Subsidiary of
                  such Person or (b) the only general partners of which are such
                  Person and its Subsidiaries.

                  "Trustee" means the party named as such above until a
                  successor replaces it in accordance with the applicable
                  provisions of this Indenture, and thereafter means the
                  successor serving hereunder.

                                       30

<PAGE>

                  "Unrestricted Subsidiary" of any Person means:

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

                  (2)      any Subsidiary of an Unrestricted Subsidiary.

                  The Board of Directors may designate any Subsidiary (including
                  any newly acquired or newly formed Subsidiary) to be an
                  Unrestricted Subsidiary unless such Subsidiary owns any
                  Capital Stock of, or owns or holds any Lien on any property
                  of, the Company or any other Subsidiary of the Company that is
                  not a Subsidiary of the Subsidiary to be so designated;
                  provided that:

                  (1)      the Company certifies to the Trustee that such
                  designation complies with Section 1012 hereof; and

                  (2)      each Subsidiary to be so designated and each of its
                  Subsidiaries has not at the time of designation, and does not
                  thereafter, create, incur, issue, assume, guarantee or
                  otherwise become directly or indirectly liable with respect to
                  any Indebtedness pursuant to which the lender has recourse to
                  any of the assets of the Company or any of its Restricted
                  Subsidiaries.

                  For purposes of making the determination of whether any such
                  designation of a Subsidiary as an Unrestricted Subsidiary
                  complies with Section 1012 hereof, the portion of the fair
                  market value of the net assets of such Subsidiary of the
                  Company at the time that such Subsidiary is designated as an
                  Unrestricted Subsidiary that is represented by the interest of
                  the Company and its Restricted Subsidiaries in such
                  Subsidiary, in each case as determined in good faith by the
                  Board of Directors of the Company, shall be deemed to be an
                  Investment. Such designation will be permitted only if such
                  Investment would be permitted at such time under Section 1012
                  hereof.

                  The Board of Directors may designate any Unrestricted
                  Subsidiary to be a Restricted Subsidiary only if:

                  (1)      immediately after giving effect to such designation,
                  the Company is able to incur at least $1.00 of additional
                  Indebtedness (other than Permitted Indebtedness) in compliance
                  with Section 1014(a) hereof; and

                                       31

<PAGE>

                  (2)      immediately before and immediately after giving
                  effect to such designation, no Default or Event of Default
                  shall have occurred and be continuing.

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

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

                  "Wholly Owned Restricted Subsidiary" of any Person means any
                  Wholly Owned Subsidiary of such Person which at the time of
                  determination is a Restricted Subsidiary of such Person.

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

         Section 102       Section References. Each reference to a particular
section set forth in this Second Supplemental Indenture shall, unless the
context otherwise requires, refer to this Second Supplemental Indenture.

                                  ARTICLE TWO
                           INCREASE IN INTEREST RATES

         Section 201       Modification of 2009 Notes. Pursuant to Section 901
of the Original Indenture, the following amendment to the terms of the Indenture
will be effective solely with respect to the 2009 Notes:

                  (a)      The following clause is added to the first sentence
of Section 204 of the First Supplemental Indenture after the words "provided
that":

                  "from and after March 28, 2003, interest shall accrue and
                  shall be paid at the rate of 8.625% per annum; provided
                  further that"

                                       32

<PAGE>

         Section 202       Modification of 2013 Notes. Pursuant to Section 901
of the Original Indenture, the following amendment to the terms of the Indenture
will be effective solely with respect to the 2013 Debentures:

                  (a)      The following clause is added to the first sentence
of Section 5 of the 1993 Officers' Certificate after the word "respectively":

                  ";provided that from and after March 28, 2003, interest on the
                  Debentures shall accrue and be paid at the rate of 8.75% per
                  annum."

                                 ARTICLE THREE
                                   AMENDMENT

         Section 301       Amendments. Pursuant to Section 901 of the Original
Indenture, the following amendments to the Original Indenture will be effective
solely with respect to the 2009 Notes and the 2013 Debentures:

                  (a)      The following Section 114 is added to Article One of
the Original Indenture, after Section 113 thereof:

                  "It is the intention of the Company that the provisions hereof
                  shall be consistent with the provisions of the New Senior
                  Notes Indenture. Notwithstanding anything to the contrary
                  contained herein, this Indenture shall not confer any greater
                  right or benefit upon the holders of the Existing Notes than
                  the rights and benefits conferred upon the holders of the New
                  Senior Notes pursuant to the New Senior Notes Indenture."

                  (b)      The following is added to clause (1) of Section 501
of the Original Indenture, after the words "period of 30 days" therein:

                  "(whether or not such payment shall be prohibited by Article
                  Fifteen of this Indenture)"

                  (c)      The following is added to clause (2) of Section 501
of the Original Indenture, after the words "at its Maturity" therein:

                  "upon redemption or otherwise (including the failure to make a
                  payment to purchase Notes tendered pursuant to a Change of
                  Control Offer or a Net Proceeds Offer) (whether or not such
                  payment shall be prohibited by Article Fifteen of this
                  Indenture)"

                  (d)      The words "60 days" in clause (4) of Section 501 of
the Original Indenture are deleted and replaced with the words "45 days".

                  (e)      The following is added to clause (4) of Section 501
of the Original Indenture, after the words "such notice is a "Notice of Default"
hereunder" therein:

                                       33

<PAGE>

                  "(except in the case of a default with respect to Section 801
                  hereof, which will constitute an Event of Default with such
                  notice requirement but without such passage of time
                  requirement)"

                  (f)      The following is added to clause (7) of Section 501
of the Original Indenture, after the words "the commencement by the Company"
therein:

                  "or any Significant Subsidiary"

                  (g)      The following clauses are added to Section 501 of the
Original Indenture, after clause (7) thereof:

                  "(8)     the failure to pay at final maturity (giving effect
                  to any applicable grace periods and any extensions thereof)
                  the stated principal amount of any Indebtedness of the Company
                  or any Restricted Subsidiary of the Company, or the
                  acceleration of the final stated maturity of any such
                  Indebtedness (which acceleration is not rescinded, annulled or
                  otherwise cured within 30 days of receipt by the Company or
                  such Restricted Subsidiary of notice of any such acceleration)
                  if the aggregate principal amount of such Indebtedness,
                  together with the principal amount of any other such
                  Indebtedness in default for failure to pay principal at final
                  stated maturity or which has been accelerated (in each case
                  with respect to which the 30-day period described above has
                  elapsed), aggregates $25.0 million or more at any time;
                  provided that if such failure to pay shall be remedied, waived
                  or extended within 30 days of receipt by the Company or such
                  Restricted Subsidiary of notice of such acceleration, then any
                  Default or Event of Default hereunder shall be deemed likewise
                  to be remedied, waived or extended without further action by
                  the Company; or

                  (9)      one or more judgments in an aggregate amount in
                  excess of $25.0 million shall have been rendered against the
                  Company or any of its Restricted Subsidiaries and such
                  judgments remain undischarged, unpaid or unstayed for a period
                  of 60 days after such judgment or judgments become final and
                  non-appealable; provided, however, that the rendering of any
                  such judgment(s) shall not be an Event of Default under this
                  clause (9) unless (i) the Company and its Restricted
                  Subsidiaries which are subject to the order, as of the date of
                  the issuance of such judgment(s), have at least $25.0 million
                  in net assets located in such court's jurisdiction or (ii) a
                  final and non-appealable order enforcing such judgment(s) is
                  entered by a court of competent jurisdiction in a jurisdiction
                  where the Company and its Restricted Subsidiaries subject to
                  the order, as of the date of the entry of such order of
                  enforcement, have at least $25.0 million in net assets located
                  in such jurisdiction; or

                                       34

<PAGE>

                  (10)     any Guarantee of a Significant Subsidiary ceases to
                  be in full force and effect or any Guarantee of a Significant
                  Subsidiary is declared to be null and void and unenforceable
                  or any Guarantee of a Significant Subsidiary is found to be
                  invalid or any Guarantor that is a Significant Subsidiary
                  denies its liability under its Guarantee (other than by reason
                  of release of such Guarantor in accordance with the terms of
                  this Indenture)."

                  (h)      The following is added to clause (4) of Section 501
of the Original Indenture, after the words "such notice is a "Notice of Default"
hereunder" therein:

                  "(except in the case of a default with respect to Section 801
                  hereof, which will constitute an Event of Default with such
                  notice requirement but without such passage of time
                  requirement)"

                  (i)      The following is added to the first paragraph of
Section 801 of the Original Indenture, after the words "The Company shall not"
therein:

                  ", in a single transaction or series of related transactions,"

                  (j)      The following is added to the first paragraph of
Section 801 of the Original Indenture, after the words "convey, transfer or
lease" therein:

                  "or sell or assign or otherwise dispose of (or cause or permit
                  and Restricted Subsidiary of the Company to sell, assign,
                  transfer, lease convey or otherwise dispose of)"

                  (k)      The following is added to clause (1) of Section 801
of the Original Indenture, before the words "in case the Company shall
consolidate" therein:

                  "either (A) the Company shall be the surviving or continuing
                  corporation or (B)"

                  (l)      The following is added to clause (1) of Section 801
of the Original Indenture, after the words "or the person which acquires by"
therein:

                  "sale, assignment"

                  (m)      The following is added to clause (1) of Section 801
of the Original Indenture, after the words "or which leases" therein:

                  "or disposes of in another manner"

                  (n)      The following is added as a new clause (2) to Section
801 of the Original Indenture, and the current clauses (2), (3) and (4) are
renumbered (3), (4) and (5), respectively:

                  "(2)     immediately after giving effect to such transaction
                  and the assumption contemplated by clause (1) above (including
                  giving

                                       35

<PAGE>

                  effect to any Indebtedness and Acquired Indebtedness incurred
                  or anticipated to be incurred in connection with or in respect
                  of such transaction), the Company or such surviving entity, as
                  the case may be, (a) shall have a Consolidated Net Worth equal
                  to or greater than the Consolidated Net Worth of the Company
                  immediately prior to such transaction and (b) shall be able to
                  incur at least $1.00 of additional Indebtedness (other than
                  Permitted Indebtedness) pursuant to paragraph (a) of Section
                  1014 hereof;"

                  (o)      The following is added to clause (2) of Section 801
of the Original Indenture (which pursuant hereto has been renumbered clause
(3)), after the words "at the time of such transaction" therein:

                  "and any Lien granted in connection with or in respect of the
                  transaction"

                  (p)      The following is added to clause (4) of Section 801
of the Original Indenture (which pursuant hereto has been renumbered clause
(5)), after the words "transfer or lease" therein:

                  ", sale, assignment or other disposition"

                  (q)      The following is added to the end of Section 801 of
the Original Indenture, after clause (4) thereof (which pursuant hereto has been
renumbered clause (5)):

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

                  Notwithstanding clauses (1), (2) and (3) of the first
                  paragraph of this Section 801, the Company may merge with an
                  Affiliate that is a Person that has no material assets or
                  liabilities and which was organized solely for the purpose of
                  reorganizing the Company in another jurisdiction.

                  Each Guarantor (other than any Guarantor whose Guarantee is to
                  be released in accordance with the terms of the Guarantee and
                  this Indenture in connection with any transaction complying
                  with the provisions of Section 1015 hereof) will not, and the
                  Company will not cause or permit any Guarantor to, consolidate
                  with or merge with or into any Person other than the Company
                  or any other Guarantor unless:

                                       36

<PAGE>

                           (1)      the entity formed by or surviving any such
                  consolidation or merger (if other than the Guarantor) or to
                  which such sale, lease, conveyance or other disposition shall
                  have been made is a corporation organized and existing under
                  the laws of the United States or any State thereof or the
                  District of Columbia;

                           (2)      such entity assumes by supplemental
                  indenture all of the obligations of the Guarantor on the
                  Guarantee and this Indenture;

                           (3)      immediately after giving effect to such
                  transaction, no Default or Event of Default shall have
                  occurred and be continuing; and

                           (4)      immediately after giving effect to such
                  transaction and the use of any net proceeds therefrom on a pro
                  forma basis, the Company could satisfy the provisions of
                  clause (2) of the first paragraph of this Section 801.

                  Any merger or consolidation of a Restricted Subsidiary with
                  and into the Company (with the Company being the Surviving
                  Entity) or another Guarantor need only comply with clause (5)
                  of the first paragraph, or clause (1) of the fifth paragraph,
                  as the case may be, of this Section 801."

                  (r)      The following is added to Section 802 of the Original
Indenture, in place of the first occurrence of the words "transfer or lease"
therein:

                  "transfer, sale, lease, conveyance or other disposition"

                  (s)      The following is added to Section 802 of the Original
Indenture, in place of the words ", except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture, the Securities and the Coupons" therein:

                  ";provided, however, that the predecessor Company shall not be
                  relieved from the obligation to pay the principal, Purchase
                  Price or Redemption Price of or interest, if any, on the Notes
                  except in the case of a sale of all of the Company's assets
                  that meets the requirements of Section 801 hereof."

                  (t)      The following is added to the end of the first
paragraph of Section 902 and the word "or" at the end of Section 902(3) is
deleted:

                  "(4)     between the date on which a Change of Control or an
                  Asset Sale giving rise to the Company's obligation to make a
                  Net Proceeds Offer occurs and the date on which the payments
                  are made with respect to the related Change of Control Offer
                  or Net Proceeds Offer, as the case may be, amend, change or
                  modify in

                                       37

<PAGE>

                  any material respect (A) the obligation of the Company to make
                  and consummate a Change of Control Offer in the event of a
                  Change of Control or make and consummate a Net Proceeds Offer
                  with respect to Asset Sales that have been consummated or (B)
                  any of the provisions or definitions with respect thereto;

                  (5)      modify or change any provision of this Indenture or
                  the related definitions affecting the ranking of the Notes or
                  subordination of any Guarantee in a manner which adversely
                  affects the Holders in any material respect; or

                  (6)      release any Guarantor that is a Significant
                  Subsidiary from any of its obligations under its Guarantee or
                  this Indenture otherwise than in accordance with the terms of
                  this Indenture.

                  Notwithstanding anything in this Indenture to the contrary,
                  any amendment to or waiver of Section 1026 hereof or of the
                  related terms of the Capital Call Agreement (to the extent
                  required pursuant to Section 14 thereof) shall require the
                  consent of the holders of not less than a majority of the
                  aggregate principal amount of the outstanding Existing Notes
                  and New Senior Notes, voting as a single class."

                  (u)      The following section is added as a new paragraph to
the end of Section 1004 of the Original Indenture:

                  "So long as not contrary to the then current recommendations
                  of the American Institute of Certified Public Accountants, the
                  year-end financial statements delivered pursuant to Section
                  1010 above shall be accompanied by a written statement of the
                  Company's independent public accountants (who shall be a firm
                  of established national reputation) that in making the
                  examination necessary for certification of such financial
                  statements, nothing has come to their attention that would
                  lead them to believe that the Company has violated any
                  provisions of Article Ten or Article Eight hereof or, if any
                  such violation has occurred, specifying the nature and period
                  of existence thereof, it being understood that such
                  accountants shall not be liable directly or indirectly to any
                  Person for any failure to obtain knowledge of any such
                  violation."

                  (v)      The following sections are added to Article Ten of
the Original Indenture, after Section 1009:

                  "Section 1010.   Reports. Whether or not required by the rules
                  and regulations of the Commission, so long as any Notes are
                  outstanding, the Company will deliver to each Holder, within
                  the time periods specified in the Commission's rule and
                  regulations:

                                       38

<PAGE>

                  (i)      all quarterly and annual financial information that
                  would be required to be contained in a filing with the
                  Commission on Forms 10-Q and 10-K if the Company were required
                  to file such Forms, including a "Management's Discussion and
                  Analysis of Financial Condition and Results of Operations"
                  that describes the financial condition and results of
                  operations of the Company and its consolidated Subsidiaries
                  (including a "Management's Discussion and Analysis of
                  Financial Condition and Results of Operations") and, with
                  respect to the annual information only, a report thereon by
                  the Company's certified independent accountants; and

                  (ii)     all current reports that would be required to be
                  filed with the Commission on Form 8-K if the Company were
                  required to file such reports, in each case within the time
                  periods specified in the Commission's rules and regulations.

                  In addition, following the consummation of the exchange offer
                  of the New Senior Notes pursuant to a registration statement
                  contemplated by the Registration Rights Agreement (as defined
                  in the New Senior Notes Indenture), whether or not required by
                  the rules and regulations of the Commission, the Company will
                  file electronically via the Electronic Data Gathering,
                  Analysis and Retrieval (EDGAR) system or any successor system
                  maintained by the Commission a copy of all such information
                  and reports with the Commission for public availability within
                  the time periods specified in the Commission's rules and
                  regulations (unless the Commission will not accept such a
                  filing) and make such information available to securities
                  analysts and prospective investors upon request. In addition,
                  the Company has agreed that, for so long as any Notes remain
                  outstanding, it will furnish to the Holders and to securities
                  analysts and prospective investors, upon their request, the
                  information required to be delivered pursuant to Rule
                  144A(d)(4) under the Securities Act.

                  Section 1011.     Stay, Extension and Usury Laws. The Company
                  covenants (to the extent that it may lawfully do so) that it
                  shall not at any time insist upon, plead, or in any manner
                  whatsoever claim or take the benefit or advantage of, any
                  stay, extension or usury law wherever enacted, now or at any
                  time hereafter in force, that may affect the covenants or the
                  performance of this Indenture; and the Company (to the extent
                  that it may lawfully do so) hereby expressly waives all
                  benefit or advantage of any such law, and covenants it shall
                  not, by resort to any such law, 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 such law has not been enacted.

                                       39

<PAGE>

                  Section 1012.     Limitation on Restricted Payments. The
                  Company will not, and will not cause or permit any of its
                  Restricted Subsidiaries to, directly or indirectly:

                  (1)      declare or pay any dividend or make any distribution
                  (other than dividends or distributions payable in Qualified
                  Capital Stock of the Company) on or in respect of shares of
                  the Company's Capital Stock to holders of such Capital Stock;

                  (2)      purchase, redeem or otherwise acquire or retire for
                  value any Capital Stock of the Company or any warrants, rights
                  or options to purchase or acquire shares of any class of such
                  Capital Stock;

                  (3)      make any principal payment on, purchase, defease,
                  redeem, prepay, decrease or otherwise acquire or retire for
                  value, prior to any scheduled final maturity, scheduled
                  redemption or repayment or scheduled sinking fund payment, any
                  Subordinated Indebtedness (other than intercompany
                  Indebtedness among the Company and/or the Guarantors which
                  Indebtedness was permitted to be incurred pursuant to clause
                  (6) or (7) of the definition of "Permitted Indebtedness"); or

                  (4)      make any Investment (other than Permitted
                  Investments)

                  (each of the foregoing actions set forth in clauses (1), (2),
                  (3) and (4) being referred to as a "Restricted Payment") if at
                  the time of such Restricted Payment or immediately after
                  giving effect thereto,

                  (i)      a Default or an Event of Default shall have occurred
                  and be continuing; or

                  (ii)     the Company is not able to incur at least $1.00 of
                  additional Indebtedness (other than Permitted Indebtedness) in
                  compliance with paragraph (a) of Section 1014 hereof; or

                  (iii)    the aggregate amount of Restricted Payments
                  (including such proposed Restricted Payment) made subsequent
                  to the Issue Date (the amount expended for such purposes, if
                  other than in cash, being the fair market value of such
                  property as determined in good faith by the Board of Directors
                  of the Company) shall exceed the sum of:

                  (v)      50% of the cumulative Consolidated Net Income (or if
                  cumulative Consolidated Net Income shall be a loss, minus 100%
                  of such loss) of the Company earned during the period
                  commencing on and including March 23, 2003 and ending on the
                  last day of the most recent fiscal quarter for which financial

                                       40

<PAGE>

                  information is available to the Company (treating such period
                  as a single accounting period); plus

                  (w)      100% of the aggregate net cash proceeds and the fair
                  market value (as determined in good faith by the Board of
                  Directors of the Company) of any asset or property other than
                  cash received by the Company from any Person (other than a
                  Subsidiary of the Company) as a contribution to capital or
                  from the issuance and sale subsequent to the Issue Date and on
                  or prior to the date such Restricted Payment is made of
                  Qualified Capital Stock of the Company or warrants, options or
                  other rights to acquire Qualified Capital Stock of the Company
                  (but excluding any debt security that is convertible into, or
                  exchanged for, Qualified Capital Stock until such debt
                  security has been converted into, or exchanged for, Qualified
                  Capital Stock); plus

                  (x)      without duplication of any amounts included in clause
                  (iii)(w) above, 100% of the aggregate net cash proceeds of any
                  equity contribution received by the Company subsequent to the
                  Issue Date and on or prior to the date such Restricted Payment
                  is made from a holder of the Company's Capital Stock
                  (excluding, in the case of clauses (iii)(w) and (x), any net
                  cash proceeds from an Equity Offering to the extent used to
                  redeem the New Senior Notes); plus

                  (y)      without duplication, the sum of:

                  (1)      the aggregate amount returned in cash on or with
                  respect to Investments (other than Permitted Investments) made
                  subsequent to the Issue Date whether through interest
                  payments, principal payments, dividends or other distributions
                  or payments;

                  (2)      the net cash proceeds and the fair market value (as
                  determined in good faith by the Board of Directors of the
                  Company) of any asset or property other than cash received by
                  the Company or any of its Restricted Subsidiaries from the
                  disposition of all or any portion of such Investments (other
                  than to a Subsidiary of the Company); and

                  (3)      upon redesignation of an Unrestricted Subsidiary as a
                  Restricted Subsidiary, the fair market value of such
                  Subsidiary;

                  provided, however, that the amounts included in clauses (1),
                  (2) and (3) above shall not be included in "Consolidated Net
                  Income" for purposes of clause (iii)(v) above; plus

                  (z)      $35.0 million.

                                       41

<PAGE>

                  Notwithstanding the foregoing, the provisions set forth in the
                  immediately preceding paragraph do not prohibit:

                           (1)      the payment of any dividend within 60 days
                  after the date of declaration of such dividend if the dividend
                  would have been permitted on the date of declaration;

                           (2)      the acquisition of any shares of Capital
                  Stock of the Company either (i) solely in exchange for shares
                  of Qualified Capital Stock of the Company or (ii) through the
                  application of net proceeds of a substantially concurrent sale
                  for cash (other than to a Subsidiary of the Company) of shares
                  of Qualified Capital Stock of the Company;

                           (3)      the repurchase, redemption or other payment
                  or an acquisition of any Subordinated Indebtedness either (i)
                  solely in exchange for shares of Qualified Capital Stock of
                  the Company, or (ii) through the application of net proceeds
                  of a substantially concurrent sale (other than to a Subsidiary
                  of the Company) of (a) shares of Qualified Capital Stock of
                  the Company for cash or (b) Refinancing Indebtedness;

                           (4)      so long as no Default or Event of Default
                  shall have occurred and be continuing, dividends or
                  distributions to Holdings to permit it to repurchase Common
                  Stock of Holdings or purchases by the Company of Common Stock
                  of Holdings from employees of Holdings or the Company or any
                  of its Subsidiaries or their authorized representatives upon
                  the death, disability or termination of employment of such
                  employees, in an aggregate amount not to exceed $2.0 million
                  in any calendar year;

                           (5)      loans, advances, dividends or distributions
                  by the Company to Holdings not to exceed an amount necessary
                  to permit Holdings to pay any costs (including, without
                  limitation, all professional fees and expenses) incurred to
                  comply with its reporting obligations under federal or state
                  laws in connection with the Credit Agreement or any other
                  agreement or instrument relating to Indebtedness of Holdings,
                  the Company or any Restricted Subsidiary, or otherwise
                  incurred in connection with compliance with applicable laws or
                  applicable rules of any governmental, regulatory or
                  self-regulatory body or stock exchange, including in respect
                  of reports filed with respect to the Securities Act, the
                  Exchange Act or the respective rules and regulations
                  promulgated thereunder and, for so long as Holdings' primary
                  business is to hold the Capital Stock of the Company, all
                  other costs incurred by Holdings relating to Holdings'
                  ownership of the Capital Stock of the Company;

                                       42

<PAGE>

                           (6)      payments by the Company to Holdings to pay
                  (x) any taxes, charges or assessments (other than federal,
                  state and local income taxes and withholding imposed on
                  payments made by Holdings) required to be paid by Holdings by
                  virtue of its being incorporated or having capital stock
                  outstanding (but not by virtue of owning stock or other equity
                  interests of any corporation other than the Company or any of
                  its Subsidiaries), or being a holding company parent of the
                  Company or receiving actual or, in the case of Subsidiaries of
                  the Company, deemed dividends from or other distributions in
                  respect of the stock of the Company or any of its
                  Subsidiaries, or having guaranteed any obligations of the
                  Company or any Subsidiary, or having made any payment in
                  respect of any of the items for which the Company is permitted
                  to make payments to Holdings pursuant to this covenant or (y)
                  any other federal, state, foreign, provincial or local taxes
                  for which Holdings is liable up to an amount not to exceed
                  with respect to any such taxes the total amount of such taxes
                  which the Company would have been required to pay on a
                  separate company basis or on a consolidated basis if the
                  Company had filed a consolidated return on behalf of an
                  affiliated group (as defined in Section 1504 of the Internal
                  Revenue Code of 1986, as amended, or an analogous provision of
                  state, local or foreign law) of which it were the common
                  parent, or with respect to state and local taxes, on a
                  combined basis if the Company had filed a combined return on
                  behalf of an affiliated group of which it were a member;

                           (7)      payments made to purchase, redeem, defease
                  or otherwise acquire or retire for value any Subordinated
                  Indebtedness of the Company pursuant to provisions requiring
                  the Company to offer to purchase, redeem, defease or otherwise
                  acquire or retire for value such Subordinated Indebtedness
                  upon the occurrence of a "change of control" as defined in the
                  agreements or instruments governing such Subordinated
                  Indebtedness; provided, however, that the Company has made a
                  Change of Control Offer and has purchased all Notes tendered
                  in connection with such Change of Control Offer;

                           (8)      repurchase of Capital Stock deemed to occur
                  upon exercise of stock options if such Capital Stock
                  represents a portion of the exercise price of those options;

                           (9)      payments to the Dole Food Company Inc.
                  Excess Savings Plan or any trust established with respect to
                  the Dole Food Company Inc. Excess Savings Plan; and

                           (10)     payments made to the holders of Capital
                  Stock in any Person that is merged or consolidated with or
                  into the

                                       43

<PAGE>

                  Company or any Restricted Subsidiary pursuant to any merger,
                  consolidation or sale of assets effected in accordance with
                  Section 801 hereof; provided, however, that no such payment
                  may be made pursuant to this clause (10) unless, after giving
                  pro forma effect to such transaction, and the incurrence of
                  any Indebtedness in connection with such transaction and the
                  use of the proceeds from such transaction, the Company would
                  be able to incur $1.00 of additional Indebtedness under
                  paragraph (a) of Section 1014 hereof.

                  In determining the aggregate amount of Restricted Payments
                  made subsequent to the Issue Date in accordance with clause
                  (iii) of the second preceding paragraph, amounts expended
                  pursuant to clauses (1), (2)(ii), (3)(ii)(a) and (4) of the
                  immediately preceding paragraph shall be included in such
                  calculation.

                  Section 1013.     Limitation on Dividend and Other Payment
                  Restrictions Affecting Restricted Subsidiaries. The Company
                  will not, and will not cause or permit any of its Restricted
                  Subsidiaries to, directly or indirectly, create or otherwise
                  cause or permit to exist or become effective any consensual
                  encumbrance or restriction on the ability of any Restricted
                  Subsidiary of the Company to:

                  (1)      pay dividends or make any other distributions on or
                  in respect of its Capital Stock;

                  (2)      make loans or advances to the Company or any other
                  Restricted Subsidiary or to pay any Indebtedness or other
                  obligation owed to the Company or any other Restricted
                  Subsidiary of the Company; or

                  (3)      transfer any of its property or assets to the Company
                  or any other Restricted Subsidiary of the Company,

                  except in each case for such encumbrances or restrictions
                  existing under or by reason of:

                  (a)      applicable law or any rule, regulation or order;

                  (b)      the New Senior Notes Indenture, this Indenture, the
                  New Senior Notes and the related guarantees, and the Existing
                  Notes and Guarantees;

                  (c)      customary non-assignment provisions or restrictions
                  on cash or other deposits and net worth covenants contained in
                  any contract or any lease governing a leasehold interest of
                  any Restricted Subsidiary of the Company;

                                       44

<PAGE>

                  (d)      any agreement or instrument governing Acquired
                  Indebtedness, which encumbrance or restriction is not
                  applicable to any Person, or the properties or assets of any
                  Person, other than the Person or the properties or assets of
                  the Person so acquired;

                  (e)      agreements or instruments existing on the Issue Date
                  to the extent and in the manner such agreements are in effect
                  on the Issue Date, including this Indenture;

                  (f)      the Credit Agreement;

                  (g)      an agreement governing Guarantor Senior Debt
                  permitted to be incurred under this Indenture (other than
                  Guarantor Senior Debt under, or with respect to, the Credit
                  Agreement); provided that, with respect to any agreement
                  governing such Guarantor Senior Debt, the provisions relating
                  to such encumbrance or restriction are no less favorable to
                  the Company in any material respect as determined by the Board
                  of Directors of the Company in its reasonable and good faith
                  judgment than the provisions contained in the Credit Agreement
                  as in effect on the Issue Date;

                  (h)      restrictions on the transfer of assets subject to any
                  Lien permitted under this Indenture imposed by the holder of
                  such Lien;

                  (i)      restrictions imposed by any agreement to sell assets
                  or Capital Stock permitted under this Indenture to any Person
                  pending the closing of such sale;

                  (j)      customary provisions in joint venture agreements and
                  other similar agreements (in each case relating solely to the
                  respective joint venture or similar entity or the equity
                  interests therein) entered into in the ordinary course of
                  business;

                  (k)      other Indebtedness of Restricted Subsidiaries that
                  are not Guarantors permitted to be incurred pursuant to an
                  agreement entered into subsequent to the Issue Date in
                  accordance with Section 1014 hereof; provided, however, that
                  the Board of Directors of the Company determines in good faith
                  at the time such dividend and other payment restrictions are
                  created that such dividend and other payment restrictions do
                  not materially adversely affect the Company's ability to pay
                  principal of, and interest on, the Notes;

                  (l)      purchase money obligations (including any Capitalized
                  Lease Obligations) relating to property acquired in the
                  ordinary course of business;

                                       45

<PAGE>

                  (m)      Liens securing Indebtedness otherwise permitted to be
                  incurred under Section 1008 hereof (including clauses (1)
                  through (10) of Section 1008 hereof) that limit the right of
                  the debtor to dispose of the assets subject to such Liens; and

                  (n)      an agreement governing Indebtedness incurred to
                  Refinance the Indebtedness issued, assumed or incurred
                  pursuant to an agreement referred to in clauses (b), (d), (e)
                  and (g) through (m) above; provided, however, that the
                  provisions relating to such encumbrance or restriction
                  contained in any such Indebtedness are not in the aggregate
                  materially less favorable to the Company as determined by the
                  Board of Directors of the Company in their reasonable and good
                  faith judgment than the provisions relating to such
                  encumbrance or restriction contained in agreements referred to
                  in such clauses (b), (d), (e) and (g) through (m).

                  Section 1014.     Limitation on Incurrence of Additional
                  Indebtedness.

                  (a)      The Company will not, and will not permit any of its
                  Restricted Subsidiaries to, directly or indirectly, create,
                  incur, assume, guarantee, acquire, become liable, contingently
                  or otherwise, with respect to, or otherwise become responsible
                  for payment of (collectively, "incur") any Indebtedness (other
                  than Permitted Indebtedness); provided, however, that if no
                  Default or Event of Default shall have occurred and be
                  continuing at the time of or as a consequence of the
                  incurrence of any such Indebtedness, the Company or any of its
                  Restricted Subsidiaries that is or, upon such incurrence,
                  becomes a Guarantor may incur Indebtedness (including, without
                  limitation, Acquired Indebtedness) and any Restricted
                  Subsidiary of the Company that is not or will not, upon such
                  incurrence, become a Guarantor may incur Acquired
                  Indebtedness, in each case if on the date of the incurrence of
                  such Indebtedness, after giving effect to the incurrence
                  thereof, the Consolidated Fixed Charge Coverage Ratio of the
                  Company is greater than 2.0 to 1.0.

                  (b)      Notwithstanding the preceding paragraph, the Company
                  will not incur any Indebtedness if such Indebtedness is by its
                  terms subordinate or junior in right of payment to any other
                  Indebtedness of the Company, unless such Indebtedness is also
                  by its terms made subordinate or junior in right of payment to
                  the Notes to the same extent and in the same manner as such
                  Indebtedness is subordinated to other Indebtedness of the
                  Company.

                                       46

<PAGE>

                  Section 1015.     Limitation on Asset Sales. (A) The
                  Company will not, and will not permit any of its Restricted
                  Subsidiaries to, consummate an Asset Sale unless:

                  (1)      the Company or the applicable Restricted Subsidiary,
                  as the case may be, receives consideration at the time of such
                  Asset Sale at least equal to the fair market value of the
                  assets sold or otherwise disposed of (as determined in good
                  faith by the Company's Board of Directors);

                  (2)      at least 75% of the consideration received by the
                  Company or the Restricted Subsidiary, as the case may be, from
                  such Asset Sale shall be in the form of cash, Cash Equivalents
                  or Replacement Assets and shall be received at the time of
                  such disposition; provided that:

                  (a)      the amount of any liabilities (as shown on the
                  Company's or such Restricted Subsidiary's most recent balance
                  sheet) of the Company or any such Restricted Subsidiary (other
                  than liabilities that are by their terms subordinated in right
                  of payment to the Notes or any Guarantee of a Guarantor) that
                  are assumed by the transferee of any such assets, and

                  (b)      the fair market value of any securities or other
                  assets received by the Company or any such Restricted
                  Subsidiary in exchange for any such assets that are converted
                  into cash within 180 days after such Asset Sale,

                  shall be deemed to be cash for purposes of this provision; and

                  (3)      upon the consummation of an Asset Sale, the Company
                  shall apply, or cause such Restricted Subsidiary to apply, the
                  Net Cash Proceeds relating to such Asset Sale within 365 days
                  of receipt thereof (provided that if the Company or such
                  Restricted Subsidiary, as the case may be, has entered into an
                  agreement in definitive form to so apply such Net Cash
                  Proceeds, the transaction contemplated by such agreement must
                  be consummated within the later of such 365 day period and 120
                  days from the date of the execution of such agreement) either:

                  (a)      to repay any Obligations under the Credit Agreement
                  or any Guarantor Senior Debt and, in the case of any such
                  Indebtedness under a revolving credit facility, effect a
                  permanent reduction in the availability under such revolving
                  credit facility;

                  (b)      to make an investment in properties and assets that
                  replace the properties and assets that were the subject of
                  such Asset Sale or in properties and assets (including Capital
                  Stock) that will be used

                                       47

<PAGE>

                  in the business of the Company and its Restricted Subsidiaries
                  as existing on the Issue Date or in businesses reasonably
                  related thereto ("Replacement Assets"); and/or

                  (c)      a combination of repayment and investment permitted
                  by the foregoing clauses (3)(a) and (3)(b).

                  (B)      Pending the final application of such Net Cash
                  Proceeds, the Company may temporarily reduce borrowings under
                  the Credit Agreement or any other revolving credit facility,
                  if any. On the 366th day after an Asset Sale or such earlier
                  date, if any, as the Board of Directors of the Company or of
                  such Restricted Subsidiary determines not to apply the Net
                  Cash Proceeds relating to such Asset Sale as set forth in
                  clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) above or,
                  in the event that a definitive agreement has been entered into
                  prior to such 366th day pursuant to which the Net Cash
                  Proceeds are to be applied, on the later of the 366th day and
                  the 121st day after the execution of such agreement (each, a
                  "Net Proceeds Offer Trigger Date"), such aggregate amount of
                  Net Cash Proceeds which have not been applied on or before
                  such Net Proceeds Offer Trigger Date as permitted in clauses
                  (3)(a), (3)(b) and (3)(c) of the preceding paragraph (each a
                  "Net Proceeds Offer Amount") shall be applied by the Company
                  or such Restricted Subsidiary to make an offer to purchase
                  (the "Net Proceeds Offer") to all Holders and, to the extent
                  required by the terms of any Pari Passu Debt, an offer to
                  purchase to all holders of such Pari Passu Debt, on a date
                  (the "Net Proceeds Offer Payment Date") not less than 30 nor
                  more than 60 days following the applicable Net Proceeds Offer
                  Trigger Date, from all Holders (and holders of any such Pari
                  Passu Debt) on a pro rata basis, that amount of Notes (and
                  Pari Passu Debt) equal to the Net Proceeds Offer Amount at a
                  price equal to 100% of the principal amount of the Notes (and
                  Pari Passu Debt) to be purchased, plus accrued and unpaid
                  interest thereon, if any, to the date of purchase.

                  (C)      If at any time any non-cash consideration received by
                  the Company or any Restricted Subsidiary of the Company, as
                  the case may be, in connection with any Asset Sale is
                  converted into or sold or otherwise disposed of for cash
                  (other than interest received with respect to any such
                  non-cash consideration), then such conversion or disposition
                  shall be deemed to constitute an Asset Sale hereunder as of
                  the date of such conversion or disposition and the Net Cash
                  Proceeds thereof shall be applied in accordance with this
                  Section 1015.

                  (D)      The Company may defer the Net Proceeds Offer until
                  there is an aggregate unutilized Net Proceeds Offer Amount
                  equal to or

                                       48

<PAGE>

                  in excess of $15.0 million resulting from one or more Asset
                  Sales (at which time the entire unutilized Net Proceeds Offer
                  Amount, and not just the amount in excess of $15.0 million,
                  shall be applied as required pursuant to this Section 1015).

                  (E)      In the event of the transfer of substantially all
                  (but not all) of the property and assets of the Company and
                  its Restricted Subsidiaries as an entirety to a Person in a
                  transaction permitted under Section 801, which transaction
                  does not constitute a Change of Control, the successor
                  corporation shall be deemed to have sold the properties and
                  assets of the Company and its Restricted Subsidiaries not so
                  transferred for the purposes of this covenant, and shall
                  comply with the provisions of this covenant with respect to
                  such deemed sale as if it were an Asset Sale. In addition, the
                  fair market value of such properties and assets of the Company
                  or its Restricted Subsidiaries deemed to be sold shall be
                  deemed to be Net Cash Proceeds for purposes of this Section
                  1015.

                  (F)      If any Net Cash Proceeds remain after the
                  consummation of any Net Proceeds Offer, the Company may use
                  such Net Cash Proceeds for any purpose not otherwise
                  prohibited by this Indenture without regard to this Section
                  1015. Upon completion of each Net Proceeds Offer, the Net
                  Proceeds Offer Amount will be reset to zero.

                  (G)      In the event the Company or any of its Restricted
                  Subsidiaries consummate a single Asset Sale for which the
                  Company or its Restricted Subsidiaries receive aggregate
                  consideration at the time of such Asset Sale in excess of
                  $100.0 million, the Company or such Restricted Subsidiary, as
                  the case may be, shall, prior to the consummation thereof,
                  obtain a favorable opinion as to the fairness of such Asset
                  Sale to the Company or the relevant Restricted Subsidiary, as
                  the case may be, from a financial point of view, from an
                  Independent Financial Advisor and file the same with the
                  Trustee.

                  (H)      Notwithstanding paragraphs (A) and (B) of this
                  Section 1015, the Company and its Restricted Subsidiaries will
                  be permitted to enter into and consummate an Asset Swap
                  without complying with such paragraphs to the extent that:

                           (1)      at the time of entering into such Asset Swap
                  or immediately after giving effect to such Asset Swap, no
                  Default or Event of Default shall have occurred or be
                  continuing or would occur as a consequence thereof, and

                                       49

<PAGE>

                           (2)      in the event that such Asset Swap involves
                  an aggregate amount in excess of $10.0 million, a majority of
                  the members of the Board of Directors of the Company shall
                  have approved the terms of such Asset Swap and determined that
                  the consideration received in such Asset Swap is at least
                  equal to the fair market value of the assets disposed of in
                  such Asset Swap.

                  (I)      The Company will comply with the requirements of Rule
                  14e-1 under the Exchange Act and any other securities laws and
                  regulations thereunder to the extent such laws and regulations
                  are applicable in connection with the repurchase of Notes
                  pursuant to a Net Proceeds Offer. To the extent that the
                  provisions of any securities laws or regulations conflict with
                  this Section 1015, the Company shall comply with the
                  applicable securities laws and regulations and shall not be
                  deemed to have breached its obligations under this Section
                  1015 by virtue thereof.

                  Section 1016.     Limitations on Transactions with Affiliates.
                  The Company will not, and will not permit any of its
                  Restricted Subsidiaries to, directly or indirectly, enter into
                  or permit to exist any transaction or series of related
                  transactions (including, without limitation, the purchase,
                  sale, lease or exchange of any property or the rendering of
                  any service) with, or for the benefit of, any of its
                  Affiliates (each an "Affiliate Transaction"), other than (x)
                  Affiliate Transactions permitted under the third paragraph
                  below or (y) Affiliate Transactions on terms that are no less
                  favorable than those that might reasonably have been obtained
                  in a comparable transaction at such time on an arm's-length
                  basis from a Person that is not an Affiliate of the Company or
                  such Restricted Subsidiary.

                  All Affiliate Transactions (and each series of related
                  Affiliate Transactions which are similar or part of a common
                  plan) involving aggregate payments with a fair market value in
                  excess of $7.5 million shall be approved by the Board of
                  Directors of the Company or such Restricted Subsidiary, as the
                  case may be, such approval to be evidenced by a Board
                  Resolution stating that such Board of Directors has determined
                  that such transaction complies with the foregoing provisions.
                  If the Company or any Restricted Subsidiary of the Company
                  enters into an Affiliate Transaction (or a series of related
                  Affiliate Transactions related to a common plan) that involves
                  an aggregate fair market value of more than $20.0 million, the
                  Company or such Restricted Subsidiary, as the case may be,
                  shall, prior to the consummation thereof, obtain a favorable
                  opinion as to the fairness of such transaction or series of
                  related transactions to the Company or the relevant Restricted
                  Subsidiary, as the case may be, from a financial point of
                  view,

                                       50

<PAGE>

                  from an Independent Financial Advisor and file the same with
                  the Trustee.

                  The restrictions set forth in this Section 1016 shall not
                  apply to:

                  (1)      reasonable fees and compensation paid to and
                  indemnity provided on behalf of, officers, directors,
                  employees or consultants of the Company or any Restricted
                  Subsidiary of the Company as determined in good faith by the
                  Company's Board of Directors or senior management;

                  (2)      transactions exclusively between or among the Company
                  and any of its Restricted Subsidiaries or exclusively between
                  or among such Restricted Subsidiaries, provided such
                  transactions are not otherwise prohibited by this Indenture;

                  (3)      any agreement, or any arrangement the terms of which
                  have been disclosed prior to the Issue Date in the Final
                  Memorandum, as in effect as of the Issue Date or any amendment
                  or replacement agreement thereto or any transaction
                  contemplated thereby (including pursuant to any amendment or
                  replacement agreement thereto) so long as any such amendment
                  or replacement agreement taken as a whole is not materially
                  more disadvantageous to the Holders than the original
                  agreement as in effect on the Issue Date;

                  (4)      payments and Investments permitted by this Indenture;

                  (5)      the payment of fees and expenses incurred in
                  connection with the consummation of the transactions being
                  consummated on the Issue Date;

                  (6)      any issuance of securities, or other payments, awards
                  or grants in cash, securities or otherwise (other than
                  issuances, payments, awards or grants to David H. Murdock)
                  pursuant to, or the funding of, employment arrangements,
                  employee stock options and employee stock ownership plans
                  approved by the applicable Board of Directors;

                  (7)      loans or advances to employees in the ordinary course
                  of business of the Company or any of its Restricted
                  Subsidiaries consistent with the past practice;

                  (8)      transactions with customers, clients, vendors,
                  suppliers or other purchasers or sellers of goods or services,
                  in each case in the ordinary course of business (including,
                  without limitation, pursuant to joint venture agreements) and
                  otherwise in compliance with the terms of this Indenture;

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<PAGE>

                  (9)      any transaction on arm's-length terms with any
                  non-Affiliate that becomes an Affiliate as a result of such
                  transaction;

                  (10)     purchases and sales of product and raw materials,
                  insurance arrangements and payments, all of the foregoing in
                  the ordinary course of business consistent with past practice
                  or as may be necessary to accommodate legal, regulatory or
                  other changes in the business of the Company and its
                  Restricted Subsidiaries;

                  (11)     employment agreements and similar arrangements with
                  employees and independent contractors other than David H.
                  Murdock;

                  (12)     the issuance and sale of Qualified Capital Stock; and

                  (13)     payments made pursuant to the following conditions:
                  if the Company is to file consolidated federal income tax
                  returns with Holdings or combined or unitary state income tax
                  returns with Holdings, the Company may enter into a tax
                  sharing agreement with Holdings and may pay to Holdings
                  amounts when due and payable pursuant to such tax sharing
                  agreement in respect of amounts of tax due with respect to
                  such consolidated, combined or unitary returns and any
                  additional taxes due from time to time as a result of any
                  audit thereof, as the case may be, in each case in an amount
                  not to exceed the amount of tax that the Company would have
                  been obligated to pay to the appropriate taxing authority if
                  the Company and its Subsidiaries had filed a hypothetical
                  separate consolidated, combined or unitary return for the then
                  current year and all prior years ending after the Issue Date.

                  Section 1017.     Continued Existence. Subject to Article
                  Eight hereof, each of the Company and the Guarantors shall do
                  or cause to be done all things necessary to preserve and keep
                  in full force and effect (i) its corporate or other existence
                  in accordance with the organizational documents (as the same
                  may be amended from time to time) of the Company or such
                  Guarantor and (ii) the material rights (charter and
                  statutory), licenses and franchises of the Company or such
                  Guarantor, except to the extent that the applicable Board of
                  Directors determines in good faith that the preservation of
                  such right, license or franchise is no longer necessary or
                  desirable in the conduct of the business of the Company or
                  such Guarantor and that the loss thereof is not
                  disadvantageous in any material respect to the Holders.

                  Section 1018.     Insurance Matters. The Company shall provide
                  or cause to be provided, for itself and each of its
                  Subsidiaries, insurance (including appropriate self-insurance)
                  against loss or

                                       52

<PAGE>

                  damage of the kinds that, in the reasonable, good faith
                  opinion of the Company, are adequate and appropriate for the
                  conduct of the business of the Company and its Subsidiaries in
                  a prudent manner, with reputable insurers or with the
                  government of the United States of America or an agency or
                  instrumentality thereof, in such amounts, with such
                  deductibles, and by such methods as shall be either (i)
                  consistent with past practices of the Company or the
                  applicable Subsidiary or (ii) customary, in the reasonable,
                  good faith opinion of the Company, for corporations similarly
                  situated in the industry, unless the failure to provide such
                  insurance (together with all other such failures) would not
                  have a material adverse effect on the financial condition or
                  results of operations of the Company and its Subsidiaries,
                  taken as a whole.

                  Section 1019.     Offer to Repurchase upon Change of Control.
                  Upon the occurrence of a Change of Control, each Holder of
                  Notes shall have the right to require the Company to
                  repurchase all or any part (equal to $1,000 or an integral
                  multiple thereof) of such Holder's Notes (a "Change of Control
                  Offer") at a Purchase Price in cash equal to 101% of the
                  aggregate principal amount thereof, together with accrued and
                  unpaid interest, if any, thereon to the Purchase Date. The
                  Change of Control Offer shall be made in compliance with the
                  applicable procedures set forth in Article Eleven hereof and
                  shall include all instructions and materials necessary to
                  enable Holders to tender their Notes.

                  The Company will not be required to make a Change of Control
                  Offer upon a Change of Control if a third party makes the
                  Change of Control Offer in the manner, at the times and
                  otherwise in compliance with the requirements set forth in
                  this Indenture applicable to a Change of Control Offer made by
                  the Company and purchases all Notes validly tendered and not
                  withdrawn under such Change of Control Offer.

                  The Company will comply with the requirements of Rule 14e-1
                  under the Exchange Act and any other securities laws and
                  regulations to the extent such laws and regulations are
                  applicable in connection with the repurchase of Notes pursuant
                  to a Change of Control Offer. To the extent that the
                  provisions of any securities laws or regulations conflict with
                  this Section 1019, the Company shall comply with the
                  applicable securities laws and regulations and shall not be
                  deemed to have breached its obligations under this Section
                  1019 by virtue hereof.

                  Section 1020.     Additional Subsidiary Guarantees. If the
                  Company or any of its Restricted Subsidiaries transfers or
                  causes to be transferred, in one transaction or a series of
                  related transactions,

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<PAGE>

                  any property to any Domestic Restricted Subsidiary that is a
                  Wholly Owned Restricted Subsidiary and that is not a
                  Guarantor, or if the Company or any of its Restricted
                  Subsidiaries shall organize, acquire or otherwise invest in
                  another Domestic Restricted Subsidiary that is a Wholly Owned
                  Restricted Subsidiary, in either case, after giving effect to
                  such transfer or other such event, having total assets with a
                  book value in excess of $2.5 million, then such transferee or
                  acquired or other Restricted Subsidiary shall, within 15
                  Business Days of such organization, acquisition or investment:

                  (1)      execute and deliver to the Trustee a supplemental
                  indenture in form reasonably satisfactory to the Trustee
                  pursuant to which such Restricted Subsidiary shall
                  unconditionally guarantee on a senior subordinated basis all
                  of the Company's obligations under the Notes and this
                  Indenture on the terms set forth in this Indenture (provided
                  that such Guarantee shall be limited as necessary to prevent
                  such Guarantee from constituting a fraudulent conveyance or
                  fraudulent transfer under applicable law); and

                  (2)      deliver to the Trustee an opinion of counsel that
                  such supplemental indenture has been duly authorized, executed
                  and delivered by such Restricted Subsidiary and constitutes a
                  legal, valid, binding and enforceable obligation of such
                  Restricted Subsidiary.

                  Thereafter, such Restricted Subsidiary shall be a Guarantor
                  for all purposes of this Indenture (until released from its
                  Guarantee in accordance with the terms of this Indenture).

                  Section 1021.     Conduct of Business. The Company and its
                  Restricted Subsidiaries will not engage in any businesses
                  which are not the same, similar, ancillary or reasonably
                  related to the businesses in which the Company and its
                  Restricted Subsidiaries are currently engaged on the Issue
                  Date or which are contemplated in the Final Memorandum except
                  to such extent as is not material to the Company and its
                  Restricted Subsidiaries taken as a whole, or with respect to
                  businesses acquired by the Company or its Restricted
                  Subsidiaries that are intended to be disposed of within a
                  reasonable time after the acquisition thereof.

                  Section 1022.     Payments for Consent. The Company will not,
                  and will not permit any of its Restricted Subsidiaries to,
                  directly or indirectly, pay or cause to be paid any
                  consideration to or for the benefit of any Holder of Notes for
                  or as an inducement to any consent, waiver or amendment of any
                  of the terms or provisions of this Indenture or the Notes
                  unless such consideration is offered to

                                       54

<PAGE>

                  be paid and is paid to all Holders of the Notes that consent,
                  waive or agree to amend in the time frame set forth in the
                  solicitation documents relating to such consent, waiver or
                  agreement.

                  Section 1023.     Limitation on Issuance of Preferred Stock of
                  Restricted Subsidiaries. The Company will not permit any of
                  its Restricted Subsidiaries that are not Guarantors to issue
                  any Preferred Stock (other than to the Company or to a Wholly
                  Owned Restricted Subsidiary of the Company) or permit any
                  Person (other than the Company or a Wholly Owned Restricted
                  Subsidiary of the Company) to own any Preferred Stock of any
                  Restricted Subsidiary of the Company that is not a Guarantor.

                  Section 1024.     Prohibition on Incurrence of Senior
                  Subordinated Guarantees. The Company will not permit any
                  Restricted Subsidiary that is a Guarantor to incur or suffer
                  to exist Indebtedness that is senior in right of payment to
                  such Guarantor's Guarantee and subordinate in right of payment
                  to any other Indebtedness of such Guarantor.

                  Section 1025.     Limitation of Guarantees by Restricted
                  Subsidiaries. The Company will not permit any Restricted
                  Subsidiary that is not a Guarantor, directly or indirectly, by
                  way of the pledge of any intercompany note or otherwise, to
                  assume, guarantee or in any other manner become liable with
                  respect to any Indebtedness of the Company or any other
                  Restricted Subsidiary of the Company (other than: (1)
                  Indebtedness or other obligations under the Credit Agreement;
                  (2) Permitted Indebtedness of a Restricted Subsidiary of the
                  Company; (3) Indebtedness under Currency Agreements in
                  reliance on clause (5) of the definition of Permitted
                  Indebtedness; or (4) Interest Swap Obligations incurred in
                  reliance on clause (4) of the definition of Permitted
                  Indebtedness), unless, in any such case, such Restricted
                  Subsidiary executes and delivers a supplemental indenture to
                  this Indenture providing a senior subordinated guarantee of
                  payment of the Notes by such Restricted Subsidiary.
                  Notwithstanding the foregoing, any such Guarantee by a
                  Restricted Subsidiary of the Notes shall provide by its terms
                  that it shall be automatically and unconditionally released
                  and discharged, without any further action required on the
                  part of the Trustee or any Holder, upon: the unconditional
                  release of such Restricted Subsidiary from its liability in
                  respect of the Indebtedness in connection with which such
                  Guarantee was executed and delivered pursuant to this
                  paragraph; if the Company designates any Restricted Subsidiary
                  that is a Guarantor to be an Unrestricted Subsidiary in
                  accordance with the applicable provisions of this Indenture;
                  or any sale or other disposition (by merger or otherwise) to
                  any Person which is not a Restricted

                                       55

<PAGE>

                  Subsidiary of the Company of all of the Company's Capital
                  Stock in, or all or substantially all of the assets of, such
                  Restricted Subsidiary; provided that (a) such sale or
                  disposition of such Capital Stock or assets is otherwise in
                  compliance with the terms of this Indenture and (b) such
                  assumption, guarantee or other liability of such Restricted
                  Subsidiary has been released by the holders of the other
                  Indebtedness so guaranteed.

                  Section 1026.     Capital Call Agreement. The Company shall
                  have received the net cash proceeds from the equity
                  contribution or purchase of its Capital Stock, as the case may
                  be, to the extent required by, and upon the terms of, Section
                  2 (only to the extent such Section relates to the consolidated
                  leverage ratio (as defined therein) requirement with respect
                  to the four full fiscal quarter period commencing on March 23,
                  2003) of the Capital Call Agreement as in effect on the Issue
                  Date and shall use such net cash proceeds to repay
                  Indebtedness and/or purchase subordinated participations in
                  obligations under the Credit Agreement, in each case, in
                  compliance with the Capital Call Agreement as in effect on the
                  Issue Date."

                  (w)      The following paragraph is added to Section 1102 of
the Original Indenture, at the end of such section:

                  "If the Company is required to offer to repurchase Notes
                  pursuant to the provisions of Section 4.15 or 4.19 hereof, it
                  shall notify the Trustee in writing, at least 30 days but not
                  more than 60 days before the Purchase Date, of the Section of
                  this Indenture pursuant to which the repurchase shall occur,
                  the Purchase Date, the principal amount of Notes required to
                  be repurchased and the Purchase Price and shall furnish to the
                  Trustee an Officers' Certificate to the effect that (a) the
                  Company is required to make or has made a Net Proceeds Offer
                  or a Change of Control Offer, as the case may be, and (b) the
                  conditions set forth in Section 4.15 or 4.19 hereof, as the
                  case may be, have been satisfied."

                  (x)      The following Articles Fifteen and Sixteen are added
to the Original Indenture, after Article Fourteen thereof:

                  "ARTICLE FIFTEEN.  SUBORDINATION OF THE GUARANTEES

                  Section 1501.     Guarantees Subordinated to Guarantor Senior
                  Debt. Anything herein to the contrary notwithstanding, each of
                  the Company and the Guarantors, for itself and its successors,
                  and each Holder, by his or her acceptance of Guarantees,
                  agrees that the payment by the Guarantors of all Obligations
                  with respect to

                                       56

<PAGE>

                  the Guarantees is subordinated in right of payment to the
                  prior payment in full in cash or Cash Equivalents of all
                  Obligations on Guarantor Senior Debt (including all
                  Obligations with respect to the Credit Agreement).
                  Notwithstanding the foregoing, payments and distributions made
                  relating to the Guarantees pursuant to the trust described
                  under Article Thirteen hereof shall not be so subordinated in
                  right of payment so long as the payments into the trust were
                  made in accordance with the requirements described under
                  Article Thirteen hereof and did not violate the subordination
                  provisions when they were made.

                  This Article Fifteen shall constitute a continuing offer to
                  all Persons who become holders of, or continue to hold,
                  Guarantor Senior Debt, and such provisions are made for the
                  benefit of the holders of Guarantor Senior Debt and such
                  holders are made obligees hereunder and any one or more of
                  them may enforce such provisions. Each such holder shall be
                  deemed to have acquired such Guarantor Senior Debt in reliance
                  upon the covenants and provisions contained in this Article
                  Fifteen.

                  Section 1502.     Suspension of Payment When Guarantor Senior
                  Debt Is in Default. (a) Unless Section 1503 shall be
                  applicable, if any default occurs and is continuing in the
                  payment when due (and such default has not been cured or
                  waived), whether at maturity, upon any redemption, by
                  declaration or otherwise, of any principal of, premium (if
                  any) or interest on, unpaid drawings for letters of credit
                  issued in respect of, unreimbursed payments with respect to
                  bank guarantees issued in respect of or regularly accruing
                  fees with respect to, any Guarantor Senior Debt (a "Payment
                  Default"), then no payment or distribution of any kind or
                  character shall be made by or on behalf of any Guarantor or
                  any other Person on its or their behalf with respect to any
                  Obligations on or relating to the Guarantees or to acquire any
                  Notes for cash or property or otherwise.

                  (b)      Unless Section 1503 shall be applicable, if any other
                  event of default (other than a Payment Default) occurs and is
                  continuing with respect to any Guarantor Designated Senior
                  Debt (as such event of default is defined in the instrument
                  creating or evidencing such Guarantor Designated Senior Debt)
                  permitting the holders of such Guarantor Designated Senior
                  Debt then outstanding to accelerate the maturity thereof (a
                  "Non-payment Default") and if the Representative for the
                  respective issue of Guarantor Designated Senior Debt gives
                  notice of the event of default to the Trustee stating that
                  such notice is a payment blockage notice (a "Payment Blockage
                  Notice"), then, unless and until all events of default have
                  been cured or waived or have ceased to exist or a Responsible

                                       57

<PAGE>

                  Officer of the Trustee receives at the Corporate Trust Office
                  of the Trustee written notice thereof from the Representative
                  for the respective issue of Guarantor Designated Senior Debt
                  terminating the Payment Blockage Period, during the 180 days
                  after the delivery of such Payment Blockage Notice (the
                  "Payment Blockage Period"), neither any Guarantor nor any
                  other Person on its behalf shall (x) make any payment or
                  distribution of any kind or character with respect to any
                  Obligations on or with respect to the Guarantees or (y)
                  acquire any of the Notes for cash or property or otherwise.
                  Notwithstanding anything herein to the contrary, (x) in no
                  event will a Payment Blockage Period extend beyond 180 days
                  from the date the applicable Payment Blockage Notice is
                  received by the Trustee and (y) no new Payment Blockage Notice
                  may be delivered unless and until 360 days have elapsed since
                  the effectiveness of the immediately prior Payment Blockage
                  Notice. For all purposes of this Section 1502(b), no event of
                  default which existed or was continuing on the date of the
                  commencement of any Payment Blockage Period with respect to
                  the Guarantor Designated Senior Debt shall be, or be made, the
                  basis for the commencement of a second Payment Blockage Period
                  by the Representative of such Guarantor Designated Senior Debt
                  whether or not within a period of 360 days, unless such event
                  of default shall have been cured or waived for a period of not
                  less than 90 consecutive days (it being acknowledged that any
                  subsequent action, or any breach of any financial covenants
                  for a period commencing after the date of commencement of such
                  Payment Blockage Period that, in either case, would give rise
                  to an event of default pursuant to any provisions under which
                  an event of default previously existed or was continuing shall
                  constitute a new event of default for this purpose).

                  (c)      In the event that, notwithstanding the foregoing, any
                  payment shall be received by the Trustee or any Holder when
                  such payment is prohibited by the foregoing provisions of this
                  Section 1502, such payment shall be held in trust for the
                  benefit of, and shall be paid over or delivered to, the
                  holders of Guarantor Senior Debt (pro rata to such holders on
                  the basis of the respective amount of Senior Debt held by such
                  holders) or their respective Representatives, as their
                  respective interests may appear. The Trustee shall be entitled
                  to rely on information regarding amounts then due and owing on
                  the Guarantor Senior Debt, if any, received from the holders
                  of Guarantor Senior Debt (or their Representatives) or, if
                  such in-formation is not received from such holders or their
                  Representatives, from the Company and only amounts included in
                  the information provided to the Trustee shall be paid to the
                  holders of Guarantor Senior Debt.

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<PAGE>

                  If payment of the Notes and Guarantees is accelerated because
                  of an Event of Default, the Guarantors or the Trustee shall
                  promptly notify the holders of the Guarantor Senior Debt or
                  the Representative of such holders of the acceleration;
                  provided that any failure to give such notice shall have no
                  effect whatsoever on the subordination provisions contained
                  herein. If any Guarantor Senior Debt is outstanding, such
                  acceleration will not be effective until the time specified in
                  Section 502.

                  Nothing contained in this Article Fifteen shall limit the
                  right of the Trustee or the Holders of Notes to take any
                  action to accelerate the maturity of the Notes pursuant to
                  Section 502 or to pursue any rights or remedies hereunder
                  (subject, however, to the rights, if any, under this Article
                  Fifteen, of the holders of Guarantor Senior Debt in respect of
                  cash or other property of a Guarantor received upon the
                  exercise of any such remedy); provided that all Guarantor
                  Senior Debt thereafter due or declared to be due shall first
                  be paid in full in cash or Cash Equivalents before the Holders
                  are entitled to receive any payment of any kind or character
                  with respect to Obligations on, or with respect to, the
                  Guarantees.

                  Section 1503.     Guarantees Subordinated to Prior Payment of
                  All Guarantor Senior Debt on Dissolution, Liquidation or
                  Reorganization of the Guarantors. (a) Upon any payment or
                  distribution of assets of any Guarantor of any kind or
                  character, whether in cash, property or securities, to
                  creditors upon any total or partial liquidation, dissolution,
                  winding up, reorganization, assignment for the benefit of
                  creditors or marshaling of assets of any Guarantor or in a
                  bankruptcy, reorganization, insolvency, receivership or other
                  similar proceeding relating to any Guarantor or its property,
                  whether voluntary or involuntary, all Obligations due or to
                  become due upon all Guarantor Senior Debt shall first be paid
                  in full in cash or Cash Equivalents (including interest after
                  the commencement of any bankruptcy or other like proceeding at
                  the rate specified in the applicable Guarantor Senior Debt,
                  whether or not such interest is an allowed claim in any such
                  proceeding), before any payment or distribution of any kind or
                  character is made on account of any Obligations on or relating
                  to the Guarantees, or for the acquisition of any of the Notes
                  for cash or property or otherwise. Upon any such dissolution,
                  winding-up, liquidation, reorganization, receivership or
                  similar proceeding, any payment or distribution of assets of
                  any Guarantor of any kind or character, whether in cash,
                  property or securities, to which the Holders of the Notes or
                  the Trustee under this Indenture would be entitled, except for
                  the provisions hereof, shall be paid by the Guarantor or by
                  any receiver, trustee in bankruptcy, liquidating trustee,
                  agent or other Person making such payment or distribution,

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<PAGE>

                  or by the Holders or by the Trustee under this Indenture if
                  received by them, directly to the holders of Guarantor Senior
                  Debt (pro rata to such holders on the basis of the respective
                  amounts of Guarantor Senior Debt held by such holders) or
                  their respective Representatives, or to the trustee or
                  trustees under any indenture pursuant to which any of such
                  Guarantor Senior Debt may have been issued, as their
                  respective interests may appear, for application to the
                  payment of Guarantor Senior Debt remaining unpaid until all
                  such Guarantor Senior Debt has been paid in full in cash or
                  Cash Equivalents after giving effect to any concurrent
                  payment, distribution or provision therefor to or for the
                  holders of Guarantor Senior Debt.

                  (b)      To the extent any payment of Guarantor Senior Debt
                  (whether by or on behalf of any Guarantor, as proceeds of
                  security or enforcement of any right of set-off or otherwise)
                  is declared to be fraudulent or preferential, set aside or
                  required to be paid to any receiver, trustee in bankruptcy,
                  liquidating trustee, agent or other similar Person under any
                  bankruptcy, insolvency, receivership, fraudulent conveyance or
                  similar law, then, if such payment is recovered by, or paid
                  over to, such receiver, trustee in bankruptcy, liquidating
                  trustee, agent or other similar Person, the Guarantor Senior
                  Debt or part thereof originally intended to be satisfied shall
                  be deemed to be reinstated and outstanding as if such payment
                  had not occurred. It is further agreed that any diminution
                  (whether pursuant to court decree or otherwise, including
                  without limitation for any of the reasons described in the
                  preceding paragraph) of any Guarantor's obligation to make any
                  distribution or payment pursuant to any Guarantor Senior Debt,
                  except to the extent such diminution occurs by reason of the
                  repayment (which has not been disgorged or returned) of such
                  Guarantor Senior Debt in cash or Cash Equivalents, shall have
                  no force or effect for purposes of the subordination
                  provisions contained in this Article Fifteen, with any
                  turnover of payments as otherwise calculated pursuant to this
                  Article Fifteen to be made as if no such diminution had
                  occurred.

                  (c)      In the event that, notwithstanding the foregoing, any
                  payment or distribution of assets of any Guarantor of any kind
                  or character, whether in cash, property or securities, shall
                  be received by the Trustee or any Holder when such payment or
                  distribution is prohibited by this Section 1503, such payment
                  or distribution shall be held in trust for the benefit of, and
                  shall be paid over or delivered to, the holders of Guarantor
                  Senior Debt (pro rata to such holders on the basis of the
                  respective amount of Guarantor Senior Debt held by such
                  holders) or their respective Representatives, or to the
                  trustee or trustees under any indenture pursuant to which any
                  of such Guarantor Senior Debt may have been issued, as their

                                       60

<PAGE>

                  respective interests may appear, for application to the
                  payment of Guarantor Senior Debt remaining unpaid until all
                  such Guarantor Senior Debt has been paid in full in cash or
                  Cash Equivalents, after giving effect to any concurrent
                  payment, distribution or provision therefor to or for the
                  holders of such Guarantor Senior Debt.

                  (d)      The consolidation of any Guarantor with, or the
                  merger of any Guarantor with or into, another Person or the
                  liquidation or dissolution of any Guarantor following the
                  conveyance or transfer of all or substantially all of its
                  assets, to another Person upon the terms and conditions
                  provided in Article Eight hereof and as long as permitted
                  under the terms of the Guarantor Senior Debt shall not be
                  deemed a dissolution, winding-up, liquidation or
                  reorganization for the purposes of this Section 1503 if such
                  other Person shall, as a part of such consolidation, merger,
                  conveyance or transfer, assume the Guarantor's obligations
                  hereunder in accordance with Article Eight hereof.

                  Section 1504.     Payments May Be Paid Prior to Dissolution.
                  Nothing contained in this Article Fifteen or elsewhere in this
                  Indenture shall prevent (i) the Guarantors, except under the
                  conditions described in Sections 1502 and 1503, from making
                  payments at any time for the purpose of making payments of
                  principal of and interest on the Notes, or from depositing
                  with the Trustee any moneys for such payments, or (ii) in the
                  absence of actual knowledge by a Responsible Officer of the
                  Trustee that a given payment would be prohibited by Section
                  1502 or 1503, the application by the Trustee of any moneys
                  deposited with it for the purpose of making such payments of
                  principal of, and interest on, the Notes to the Holders
                  entitled thereto unless at least two Business Days prior to
                  the date upon which such payment would otherwise become due
                  and payable a Responsible Officer shall have actually received
                  the written notice provided for in the first sentence of
                  Section 1502(b) or in Section 1507 or in the last sentence of
                  this Section 1504 (provided that, notwithstanding the
                  foregoing, the subordination of the Guarantees to Guarantor
                  Senior Debt shall not be affected and the Holders receiving
                  any payments made in contravention of Section 1502 and/or 1503
                  (and the respective such payments) shall otherwise be subject
                  to the provisions of this Article Fifteen). The Company shall
                  give prompt written notice to the Trustee of any dissolution,
                  winding-up, liquidation or reorganization of any Guarantor,
                  although any delay or failure to give any such notice shall
                  have no effect on the subordination provisions contained
                  herein.

                  Section 1505.     Holders To Be Subrogated to Rights of
                  Holders of Guarantor Senior Debt. Subject to the payment in
                  full in cash or

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<PAGE>

                  Cash Equivalents of all Guarantor Senior Debt, the Holders of
                  the Guarantees shall be subrogated to the rights of the
                  holders of Guarantor Senior Debt to receive payments or
                  distributions of cash, property or securities of any Guarantor
                  applicable to the Guarantor Senior Debt until the Notes shall
                  be paid in full; and, for the purposes of such subrogation, no
                  such payments or distributions to the holders of the Guarantor
                  Senior Debt by or on behalf of any Guarantor, or by or on
                  behalf of the Holders by virtue of this Article Fifteen, which
                  otherwise would have been made to the Holders shall, as
                  between any Guarantor and the Holders, be deemed to be a
                  payment by any Guarantor to or on account of the Guarantor
                  Senior Debt, it being understood that the provisions of this
                  Article Fifteen are and are intended solely for the purpose of
                  defining the relative rights of the Holders, on the one hand,
                  and the holders of Guarantor Senior Debt, on the other hand.

                  Section 1506.     Obligations of Guarantors Unconditional.
                  Nothing contained in this Article Fifteen or elsewhere in this
                  Indenture or in the Guarantees is intended to or shall impair,
                  as among the Guarantors, its creditors other than the holders
                  of Guarantor Senior Debt, and the Holders, the obligation of
                  the Guarantors, which is absolute and unconditional, to pay to
                  the Holders the principal of and any interest on the Notes as
                  and when the same shall become due and payable in accordance
                  with their terms, or is intended to or shall affect the
                  relative rights of the Holders and creditors of the Guarantors
                  other than the holders of the Guarantor Senior Debt, nor shall
                  anything herein or therein prevent the Holder of any Guarantee
                  or the Trustee on its behalf from exercising all remedies
                  otherwise permitted by applicable law upon default under this
                  Indenture, subject to the rights, if any, in respect of cash,
                  property or securities of any Guarantor received upon the
                  exercise of any such remedy.

                  Section 1507.     Notice to Trustee. The Company shall give
                  prompt written notice to the Trustee of any fact known to the
                  Company which would prohibit the making of any payment to or
                  by the Trustee in respect of the Guarantees pursuant to the
                  provisions of this Article Fifteen, although any delay or
                  failure to give any such notice shall have no effect on the
                  subordination provisions contained herein. Regardless of
                  anything to the contrary contained in this Article Fifteen or
                  elsewhere in this Indenture, the Trustee shall not be charged
                  with knowledge of the existence of any default or event of
                  default with respect to any Guarantor Senior Debt or of any
                  other facts which would prohibit the making of any payment to
                  or by the Trustee unless and until a Responsible Officer of
                  the Trustee shall have received at the Corporate Trust Office
                  of the Trustee notice in writing from the Company or from a

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<PAGE>

                  holder of Guarantor Senior Debt or a Representative therefor
                  and, prior to the receipt of any such written notice, the
                  Trustee shall be entitled to assume that no such facts exist
                  (provided that, notwithstanding the foregoing, the Holders of
                  the Guarantees receiving any payments made in contravention of
                  Section 1502 and/or 1503 hereof (and the respective such
                  payments) shall otherwise be subject to the provisions of this
                  Article Fifteen). The Trustee shall be entitled to rely on the
                  delivery to it of any notice pursuant to this Section 1507 to
                  establish that such notice has been given by a holder of
                  Guarantor Senior Debt (or a Representative thereof).

                  In the event that the Trustee determines in good faith that
                  any evidence is required with respect to the right of any
                  Person as a holder of Guarantor Senior Debt to participate in
                  any payment or distribution pursuant to this Article Fifteen,
                  the Trustee may request such Person to furnish evidence to the
                  reasonable satisfaction of the Trustee as to the amounts of
                  Guarantor Senior Debt held by such Person, the extent to which
                  such Person is entitled to participate in such payment or
                  distribution and any other facts pertinent to the rights of
                  such Person under this Article Fifteen, and if such evidence
                  is not furnished the Trustee may defer any payment to such
                  Person pending judicial determination as to the right of such
                  Person to receive such payment.

                  Section 1508.     Reliance on Judicial Order or Certificate of
                  Liquidating Agent. Upon any payment or distribution of assets
                  of any Guarantor referred to in this Article Fifteen, the
                  Trustee, subject to the provisions of Article Six hereof, and
                  the Holders of the Guarantees shall be entitled to rely upon
                  any order or decree made by any court of competent
                  jurisdiction in which any insolvency, bankruptcy,
                  receivership, dissolution, winding-up, liquidation,
                  reorganization or similar case or proceeding is pending, or
                  upon a certificate of the receiver, trustee in bankruptcy,
                  liquidating trustee, assignee for the benefit of creditors,
                  agent or other person making such payment or distribution,
                  delivered to the Trustee or the Holders of the Guarantees, for
                  the purpose of ascertaining the Persons entitled to
                  participate in such payment or distribution, the holders of
                  the Guarantor Senior Debt and other Indebtedness of the
                  Guarantors, the amount thereof or payable thereon, the amount
                  or amounts paid or distributed thereon and all other facts
                  pertinent thereto or to this Article Fifteen.

                  Section 1509.     Trustee's Relation to Guarantor Senior Debt.
                  The Trustee and any agent of the Guarantors or the Trustee
                  shall be entitled to all the rights set forth in this Article
                  Fifteen with respect to any Guarantor Senior Debt which may at
                  any time be held by it

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<PAGE>

                  in its individual or any other capacity to the same extent as
                  any other holder of Guarantor Senior Debt and nothing in this
                  Indenture shall deprive the Trustee or any such agent of any
                  of its rights as such holder.

                  With respect to the holders of Guarantor Senior Debt, the
                  Trustee undertakes to perform or to observe only such of its
                  covenants and obligations as are specifically set forth in
                  this Article Fifteen, and no implied covenants or obligations
                  with respect to the holders of Guarantor Senior Debt shall be
                  read into this Indenture against the Trustee. The Trustee
                  shall not be deemed to owe any fiduciary duty to the holders
                  of Guarantor Senior Debt.

                  Whenever a distribution is to be made or a notice given to
                  holders or owners of Guarantor Senior Debt, the distribution
                  may be made and the notice may be given to their
                  Representative, if any.

                  Section 1510.     Subordination Rights Not Impaired by Acts or
                  Omissions of the Guarantors or Holders of Guarantor Senior
                  Debt. No right of any present or future holders of any
                  Guarantor Senior Debt to enforce subordination as provided
                  herein shall at any time in any way be prejudiced or impaired
                  by any act or failure to act on the part of the Guarantors or
                  by any act or failure to act by any such holder, or by any
                  noncompliance by the Guarantors with the terms of this
                  Indenture, regardless of any knowledge thereof which any such
                  holder may have or otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
                  paragraph, the holders of Guarantor Senior Debt may, at any
                  time and from time to time, without the consent of or notice
                  to the Trustee or the Holders of the Guarantees, without
                  incurring responsibility to the Trustee or the Holders of the
                  Guarantees and without impairing or releasing the
                  subordination provided in this Article Fifteen or the
                  obligations hereunder of the Holders of the Guarantees to the
                  holders of the Guarantor Senior Debt, do any one or more of
                  the following: (i) change the manner, place or terms of
                  payment or extend the time of payment of, or renew or alter,
                  Guarantor Senior Debt, or otherwise amend or supplement in any
                  manner Guarantor Senior Debt, or any instrument evidencing the
                  same or any agreement under which Guarantor Senior Debt is
                  outstanding; (ii) sell, exchange, release or otherwise deal
                  with any property pledged, mortgaged or other-wise securing
                  Guarantor Senior Debt; (iii) release any Person liable in any
                  manner for the payment or collection of Guarantor Senior Debt;
                  and (iv) exercise or refrain from exercising any rights
                  against the Guarantors and any other Person.

                                       64

<PAGE>

                  Section 1511.     Securityholders Authorize Trustee To
                  Effectuate Subordination of Guarantees. Each Holder of
                  Guarantees by its acceptance of them authorizes and expressly
                  directs the Trustee on its behalf to take such action as may
                  be necessary or appropriate to effectuate, as between the
                  holders of Guarantor Senior Debt and the Holders of
                  Guarantees, the subordination provided in this Article
                  Fifteen, and appoints the Trustee its attorney-in-fact for
                  such purposes, including, in the event of any dissolution,
                  winding-up, liquidation or reorganization of any Guarantor
                  (whether in bankruptcy, insolvency, receivership,
                  reorganization or similar proceedings or upon an assignment
                  for the benefit of credits or otherwise) tending towards
                  liquidation of the business and assets of any Guarantor, the
                  filing of a claim for the unpaid balance of its Guarantees and
                  accrued interest in the form required in those proceedings.

                  If the Trustee does not file a proper claim or proof of debt
                  in the form required in such proceeding prior to 30 days
                  before the expiration of the time to file such claim or
                  claims, then the holders of the Guarantor Senior Debt or their
                  Representative are or is hereby authorized to have the right
                  to file and are or is hereby authorized to file an appropriate
                  claim for and on behalf of the Holders of said Guarantees.
                  Nothing herein contained shall be deemed to authorize the
                  Trustee or the holders of Guarantor Senior Debt or their
                  Representative to authorize or consent to or accept or adopt
                  on behalf of any Holder any plan of reorganization,
                  arrangement, adjustment or composition affecting the
                  Guarantees or the rights of any Holder thereof, or to
                  authorize the Trustee or the holders of Guarantor Senior Debt
                  or their Representative to vote in respect of the claim of any
                  Holder in any such proceeding.

                  Section 1512.     This Article Fifteen Not To Prevent Events
                  of Default. The failure to make a payment on account of
                  principal of or interest on the Notes by reason of any
                  provision of this Article Fifteen will not be construed as
                  preventing the occurrence of an Event of Default.

                  Section 1513.     Trustee's Compensation Not Prejudiced.
                  Nothing in this Article Fifteen will apply to amounts due to
                  the Trustee pursuant to other sections of this Indenture.

                  ARTICLE SIXTEEN.  GUARANTEE

                  Section 1601.     Unconditional Guarantee. Each Guarantor
                  hereby unconditionally guarantees (such guarantee to be
                  referred to herein as a "Guarantee"), on a senior subordinated
                  basis jointly and severally, to each Holder of a Note
                  authenticated and delivered by

                                       65

<PAGE>

                  the Trustee and to the Trustee and its successors and assigns,
                  the Notes or the obligations of the Company hereunder or
                  thereunder, that: (i) the principal of and interest on the
                  Notes will be promptly paid in full when due, subject to any
                  applicable grace period, whether at maturity, by acceleration
                  or otherwise and interest on the overdue principal, if any,
                  and interest on any interest, to the extent lawful, of the
                  Notes and all other obligations of the Company to the Holders
                  or the Trustee hereunder or thereunder will be promptly paid
                  in full or performed, all in accordance with the terms hereof
                  and thereof; and (ii) in case of any extension of time of
                  payment or renewal of any Notes or of any such other
                  obligations, the same will be promptly paid in full when due
                  or performed in accordance with the terms of the extension or
                  renewal, subject to any applicable grace period, whether at
                  stated maturity, by acceleration or otherwise, subject,
                  however, in the case of clauses (i) and (ii) above, to the
                  limitations set forth in Section 1603. Each Guarantor hereby
                  agrees that its obligations hereunder shall be unconditional,
                  irrespective of the validity, regularity or enforceability of
                  the Notes or this Indenture, the absence of any action to
                  enforce the same, any waiver or consent by any Holder of the
                  Notes with respect to any provisions hereof or thereof, the
                  recovery of any judgment against the Company, and action to
                  enforce the same or any other circumstance which might
                  otherwise constitute a legal or equitable discharge or defense
                  of a guarantor. Each Guarantor hereby waives diligence,
                  presentment, demand of payment, filing of claims with a court
                  in the event of insolvency or bankruptcy of the Company, any
                  right to require a proceeding first against the Company,
                  protest, notice and all demands whatsoever and covenants that
                  this Guarantee will not be discharged except by complete
                  performance of the obligations contained in the Notes, this
                  Indenture and in this Guarantee. If any Holder or the Trustee
                  is required by any court or otherwise to return to the
                  Company, any Guarantor, or any custodian, trustee, liquidator
                  or other similar official acting in relation to the Company or
                  any Guarantor, any amount paid by the Company or any Guarantor
                  to the Trustee or such Holder, this Guarantee, to the extent
                  theretofore discharged, shall be reinstated in full force and
                  effect. Each Guarantor further agrees that, as between each
                  Guarantor, on the one hand, and the Holders and the Trustee,
                  on the other hand, (x) the maturity of the obligations
                  guaranteed hereby may be accelerated as provided in Article
                  Five for the purposes of this Guarantee, notwithstanding any
                  stay, injunction or other prohibition preventing such
                  acceleration in respect of the obligations guaranteed hereby,
                  and (y) in the event of any acceleration of such obligations
                  as provided in Article Five, such obligations (whether or not
                  due and payable) shall forthwith

                                       66

<PAGE>

                  become due and payable by each Guarantor for the purpose of
                  this Guarantee. The obligations of each Guarantor to the
                  Holders of the Guarantees and to the Trustee pursuant to the
                  Guarantee of such Guarantor and this Indenture are expressly
                  subordinate and subject in right of payment to the prior
                  payment in full in cash or Cash Equivalents of all Guarantor
                  Senior Debt of such Guarantor, to the extent and in the manner
                  provided in Article Fifteen hereof.

                  Section 1602.     Severability.  In case any provision of this
                  Guarantee shall be invalid, illegal or unenforceable, the
                  validity, legality, and enforceability of the remaining
                  provisions shall not in any way be affected or impaired
                  thereby.

                  Section 1603.     Limitation of Guarantor's Liability. Each
                  Guarantor and by its acceptance hereof each Holder hereby
                  confirms that it is the intention of all such parties that the
                  guarantee by such Guarantor pursuant to its Guarantee not
                  constitute a fraudulent transfer or conveyance for purposes of
                  any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
                  Uniform Fraudulent Transfer Act or any similar federal or
                  state law. To effectuate the foregoing intention, the Holders
                  and such Guarantor hereby irrevocably agree that the
                  obligations of such Guarantor under the Guarantee shall be
                  limited to the maximum amount as will, after giving effect to
                  all other contingent and fixed liabilities of such Guarantor
                  (including, without limitation, all Guarantor Senior Debt of
                  such Guarantor) and after giving effect to any collections
                  from or payments made by or on behalf of any other Guarantor
                  in respect of the obligations of such other Guarantor under
                  its Guarantee, result in the obligations of such Guarantor
                  under the Guarantee not constituting such fraudulent transfer
                  or conveyance.

                  Section 1604.     Release of Guarantor. (a) The Guarantee of a
                  Guarantor will be automatically and unconditionally released
                  without any action on the part of the Trustee or the Holders
                  of the Notes: (1) in connection with any sale or other
                  disposition of all or substantially all of the assets of that
                  Guarantor (including, without limitation, by way of merger or
                  consolidation), if the Company applies the Net Cash Proceeds
                  of that sale or other disposition in accordance with the
                  applicable provisions of this Indenture; (2) in the event all
                  of the Capital Stock of a Guarantor is sold by the Company in
                  compliance with clauses (1) and (2) of Section 1015(A) hereof,
                  if the Company applies the Net Cash Proceeds of that sale in
                  accordance with the applicable provisions of this Indenture;
                  (3) if the Company designates a Restricted Subsidiary that is
                  a Guarantor as an Unrestricted Subsidiary in

                                       67

<PAGE>

                  accordance with the applicable provisions of this Indenture;
                  or (4) upon the payment in full of the Notes.

                  In addition, concurrently with any Legal Defeasance or
                  Covenant Defeasance, the Guarantors shall be released from all
                  of their Obligations under their respective applicable
                  Guarantees.

                  (b)      The Trustee shall deliver an appropriate instrument
                  evidencing such re-lease upon receipt of a request by the
                  Company accompanied by an Officers' Certificate and Opinion of
                  Counsel certifying as to the compliance with this Section
                  1604.

                  Section 1605.     Immediate Payment. Each Guarantor agrees to
                  make immediate payment to the Trustee on behalf of the Holders
                  of all Obligations due and owing or payable to the respective
                  Holders upon receipt of a demand for payment therefor by the
                  Trustee to such Guarantor in writing.

                  Section 1606.     Waiver of Subrogation. Until all Obligations
                  are paid in full, each Guarantor hereby irrevocably waives any
                  claims or other rights which it may now or hereafter acquire
                  against the Company that arise from the existence, payment,
                  performance or enforcement of such Guarantor's obligations
                  under the Guarantee and this Indenture, including, without
                  limitation, any right of subrogation, reimbursement,
                  exoneration, indemnification, and any right to participate in
                  any claim or remedy of any Holder against the Company, whether
                  or not such claim, remedy or right arises in equity, or under
                  contract, statute or common law, including, without
                  limitation, the right to take or receive from the Company,
                  directly or indirectly, in cash or other property or by
                  set-off or in any other manner, payment or security on account
                  of such claim or other rights. If any amount shall be paid to
                  any Guarantor in violation of the preceding sentence and the
                  Notes shall not have been paid in full, such amount shall have
                  been deemed to have been paid to such Guarantor for the
                  benefit of, and held in trust for the benefit of, the Holders,
                  and shall, subject to the provisions of Article Fifteen
                  hereof, forthwith be paid to the Trustee for the benefit of
                  such Holders to be credited and applied upon the Notes,
                  whether matured or unmatured, in accordance with the terms of
                  this Indenture. Each Guarantor acknowledges that it will
                  receive direct and indirect benefits from the financing
                  arrangements contemplated by this Indenture and that the
                  waiver set forth in this Section 1606 is knowingly made in
                  contemplation of such benefits.

                  Section 1607.     Execution of Guarantee. To evidence their
                  guarantee to the Holders set forth in this Article Sixteen,
                  the Guarantors hereby agree to execute the Guarantee in
                  substantially

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<PAGE>

                  the form attached hereto as Exhibit A, which shall be endorsed
                  on each Note ordered to be authenticated and delivered by the
                  Trustee. Each Guarantor hereby agrees that its Guarantee set
                  forth in this Article Sixteen shall remain in full force and
                  effect notwithstanding any failure to endorse on each Note a
                  notation of such Guarantee. Each such Guarantee shall be
                  signed on behalf of each Guarantor by one of its authorized
                  Officers prior to the authentication of the Note on which it
                  is endorsed, and the delivery of such Note by the Trustee,
                  after the authentication thereof hereunder, shall constitute
                  due delivery of such Guarantee on behalf of such Guarantor.
                  Such signatures upon the Guarantee may be by manual or
                  facsimile signature of such officers and may be imprinted or
                  otherwise reproduced on the Guarantee, and in case any such
                  officer who shall have signed the Guarantee shall cease to be
                  such officer before the Note on which such Guarantee is
                  endorsed shall have been authenticated and delivered by the
                  Trustee or disposed of by the Company, such Note nevertheless
                  may be authenticated and delivered or disposed of as though
                  the Person who signed the Guarantee had not ceased to be such
                  officer of the Guarantor.

                  Section 1608.     Waiver of Stay, Extension or Usury Laws.
                  Each Guarantor covenants (to the extent that it may lawfully
                  do so) that it will not at any time insist upon, plead, or in
                  any manner whatsoever claim or take the benefit or advantage
                  of, any stay or extension law or any usury law or other law
                  that would prohibit or forgive each such Guarantor from
                  performing its Guarantee as contemplated herein, wherever
                  enacted, now or at any time hereafter in force, or which may
                  affect the covenants or the performance of this Indenture; and
                  (to the extent that it may lawfully do so) each such Guarantor
                  hereby expressly waives all benefit or advantage of any such
                  law, and covenants that it will not hinder, delay or impede
                  the execution of any power herein granted to the Trustee, but
                  will suffer and permit the execution of every such power as
                  though no such law had been enacted."

                  (y)      The exhibit attached hereto as Exhibit B shall be
added to the Original Indenture as Exhibit A thereto.

                                  ARTICLE FOUR
                            MISCELLANEOUS PROVISIONS

         Section 401       Confirmation of Original Indenture. The Original
Indenture, as heretofore supplemented and amended by the 1993 Officers'
Certificate, the 1998 Officers' Certificate, the First Supplemental Indenture
and this Second Supplemental Indenture, is in all respects ratified and
confirmed, and the Original Indenture, the 1993 Officers' Certificate, the 1998
Officers' Certificate, the First Supplemental Indenture and this Second
Supplemental Indenture and all

                                       69

<PAGE>

indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.

         Section 402       Concerning the New Trustee. The New Trustee assumes
no duties, responsibilities or liabilities by reason of this Second Supplemental
Indenture other than as set forth in the Original Indenture and, in carrying out
its responsibilities hereunder, shall have all of the rights, protections and
immunities which it possesses under the Original Indenture. The New Trustee
makes no representation as to the validity, sufficiency or priority of this
Second Supplemental Indenture.

         Section 403       Governing Law. This Second Supplemental Indenture and
the Notes shall be governed by and construed in accordance with the laws of the
State of New York applicable to agreements made or instruments entered into and,
in each case, performed in said state.

         Section 404       Separability. In case any provision in this Second
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Second Supplemental Indenture or the Notes
shall not in any way be affected or impaired thereby.

         Section 405       Counterparts. This Second Supplemental Indenture may
be executed in several counterparts, each of which shall be an original and all
of which shall constitute but one and the same document.

         Section 406       Effect of Headings. The Section headings herein are
for convenience only and shall not affect the construction hereof.

                                       70

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.

                                DOLE FOOD COMPANY, INC.

                                By: /s/ Lawrence A. Kern
                                    ------------------------------------------
                                    Name:  Lawrence A. Kern
                                    Title: President & Chief Operating Officer

                                WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                as Trustee

                                By: /s/ Frank McDonald
                                    ------------------------------------------
                                    Name:  Frank McDonald
                                    Title: Vice President

                                THE GUARANTORS LISTED ON EXHIBIT C HERETO

                                By: /s/ C. Michael Carter
                                    ------------------------------------------
                                    Name:  C. Michael Carter
                                    Title: Vice President

<PAGE>

                                    EXHIBIT A

                                  Exhibit A to
                          Second Supplemental Indenture

                    [FORM OF NOTICE OF REMOVAL OF TRUSTEE AND
                        APPOINTMENT OF SUCCESSOR TRUSTEE]

         NOTICE IS HEREBY GIVEN that the undersigned DOLE FOOD COMPANY, INC. has
removed J.P. MORGAN TRUST COMPANY as Trustee under the Indenture, dated as of
July 15, 1993, as amended (the "Indenture"), of Dole Food Company, Inc. to
Chemical Trust Company of California, as Trustee, such removal having taken
effect at the opening of business on March 28, 2003. NOTICE IS ALSO HEREBY GIVEN
that the undersigned DOLE FOOD COMPANY, INC., having removed J.P. Morgan Trust
Company as Trustee under the Indenture, has appointed WELLS FARGO BANK, NATIONAL
ASSOCIATION as successor Trustee under such Indenture, and Wells Fargo Bank,
National Association has accepted such appointment, effective as of the opening
of business on March 28, 2003.

Dated: March 28, 2003

                                    DOLE FOOD COMPANY, INC.

                                      A-1

<PAGE>

                                    EXHIBIT B

                                    GUARANTEE

         For value received, the undersigned hereby unconditionally guarantees,
as principal obligor and not only as a surety, to the Holder of this Note the
cash payments in United States dollars of principal of, premium, if any, and
interest on this Note in the amounts and at the times when due and interest on
the overdue principal, premium, if any, and interest, if any, of this Note, if
lawful, and the payment or performance of all other Obligations of the Company
under the Indenture (as defined below) or the Note, to the Holder of this Note
and the Trustee, all in accordance with and subject to the terms and limitations
of this Note, Article Sixteen of the Indenture, the subordination provisions of
Article Fifteen of the Indenture and this Guarantee. This Guarantee will become
effective in accordance with Article Sixteen of the Indenture and its terms
shall be evidenced therein. The validity and enforceability of this Guarantee
shall not be affected by the fact that it is not affixed to any particular Note.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Second Supplemental Indenture dated as of March 28, 2003, among
Dole Food Company, Inc., a Delaware corporation, as issuer (the "Company"), each
of the Guarantors named therein and Wells Fargo Bank, National Association, as
trustee (the "Trustee") (as amended or supplemented, the "Indenture").

         THIS GUARANTEE 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 LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Guarantee.

         This Guarantee is subject to release upon the terms set forth in the
Second Supplemental Indenture.

                                    THE GUARANTORS NAMED IN
                                        SCHEDULE A ATTACHED HERETO

                                    By:_______________________________
                                       Name:
                                       Title:

                                      B-1

<PAGE>

                                    EXHIBIT C

                                   GUARANTORS

Calazo Corporation
AG 1970, Inc.
AG 1971, Inc.
AG 1972, Inc.
Alyssum Corporation
Barclay Hollander Corporation
Bud Antle, Inc.
Calicahomes, Inc.
California Polaris, Inc.
Dole ABPIK, Inc.
Dole Arizona Dried Fruit and Nut Company
Dole Asia, Inc.
Dole Carrot Company
Dole Citrus
Dole DF&N, Inc.
Dole Dried Fruit and Nut Company, a California General Partnership
Dole Farming, Inc.
Dole Fresh Vegetables, Inc.
Dole Orland, Inc.
Dole Visage, Inc.
E. T. Wall Company
Earlibest Orange Association, Inc.
Fallbrook Citrus Company, Inc.
Lindero Headquarters Company, Inc.
Lindero Property, Inc.
Oceanview Produce Company
Prairie Vista, Inc.
Royal Packing Co.
Veltman Terminal Co.
Bananera Antillana (Colombia), Inc.
Clovis Citrus Association
Delphinium Corporation
Dole Europe Company
Dole Foods Flight Operations, Inc.
Dole Fresh Flowers, Inc.
Dole Northwest, Inc.
Dole Sunfresh Express, Inc.
Standard Fruit and Steamship Company
Standard Fruit Company
Sun Country Produce, Inc.
West Foods, Inc.
Cool Advantage, Inc.

                                      C-1

<PAGE>

Cool Care, Inc.
Flowernet Inc.
Saw Grass Transport, Inc.
Blue Anthurium, Inc.
Cerulean, Inc.
Dole Diversified, Inc.
Dole Land Company, Inc.
Dole Packaged Foods Corporation
Intervest, Inc.
La Petite d'Agen, Inc.
MK Development, Inc.
Malaga Company, Inc.
Muscat, Inc.
Oahu Transport Company, Limited
Wahiawa Water Company, Inc.
Waialua Sugar Company, Inc.
Zante Currant, Inc.
Diversified Imports Co.
Dole Assets, Inc.
Dole Fresh Fruit Company
Dole Holdings, Inc.
Dole Logistics Services, Inc.
Dole Ocean Cargo Express, Inc. (DOCE)
Dole Ocean Liner Express, Inc.
Renaissance Capital Corporation
Sun Giant, Inc.
DNW Services Company
Pacific Coast Truck Company
Pan-Alaska Fisheries, Inc.

                                      C-2