<PAGE>

                                                                     EXHIBIT 4.1

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                             FRENCH FRAGRANCES, INC.

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

                                  $160,000,000

                             11 3/4% NOTES DUE 2011

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

                  GUARANTEED TO THE EXTENT SET FORTH HEREIN BY

                               FD MANAGEMENT, INC.
                              DF ENTERPRISES, INC.
                             FFI INTERNATIONAL, INC.
                                    FFI GMBH

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

                                    INDENTURE

                          DATED AS OF JANUARY 23, 2001

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

                                  HSBC BANK USA
                                     TRUSTEE











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

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1

         Section 1.01      Definitions............................................................................1
         Section 1.02      Other Definitions.....................................................................18
         Section 1.03      Incorporation by Reference of Trust Indenture Act.....................................18
         Section 1.04      Rules of Construction.................................................................19

ARTICLE 2. THE NOTES.............................................................................................19

         Section 2.01      Form and Dating.......................................................................19
         Section 2.02      Execution and Authentication..........................................................21
         Section 2.03      Registrar and Paying Agent............................................................21
         Section 2.04      Paying Agent to Hold Money in Trust...................................................22
         Section 2.05      Holder Lists..........................................................................22
         Section 2.06      Transfer and Exchange.................................................................22
         Section 2.07      Replacement Notes.....................................................................34
         Section 2.08      Outstanding Notes.....................................................................34
         Section 2.09      Treasury Notes........................................................................35
         Section 2.10      Temporary Notes.......................................................................35
         Section 2.11      Cancellation..........................................................................35
         Section 2.12      Defaulted Interest....................................................................36
         Section 2.13      Record Date...........................................................................36
         Section 2.14      Computation of Interest...............................................................36
         Section 2.15      CUSIP Number..........................................................................36

ARTICLE 3. REDEMPTION AND PREPAYMENT.............................................................................36

         Section 3.01      Notices to Trustee....................................................................36
         Section 3.02      Selection of Notes to be Redeemed or Purchased........................................37
         Section 3.03      Notice of Redemption..................................................................37
         Section 3.04      Effect of Notice of Redemption........................................................38
         Section 3.05      Deposit of Redemption or Purchase Price...............................................38
         Section 3.06      Notes Redeemed in Part................................................................39
         Section 3.07      Optional Redemption...................................................................39
         Section 3.08      Mandatory Redemption..................................................................40
         Section 3.09      Offer to Purchase by Application of Excess Proceeds...................................40

ARTICLE 4. COVENANTS.............................................................................................41

         Section 4.01      Payment of Notes......................................................................41
         Section 4.02      Maintenance of Office or Agency.......................................................42
         Section 4.03      Reports...............................................................................42
         Section 4.04      Compliance Certificate................................................................43
         Section 4.05      Taxes.................................................................................44
         Section 4.06      Stay, Extension and Usury Laws........................................................44
         Section 4.07      Restricted Payments...................................................................44
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                             <C>
         Section 4.08      Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.............47
         Section 4.09      Incurrence of Indebtedness and Issuance of Disqualified Stock.........................48
         Section 4.10      Change of Control.....................................................................50
         Section 4.11      Asset Sales...........................................................................51
         Section 4.12      Liens.................................................................................53
         Section 4.13      Transactions with Affiliates..........................................................53
         Section 4.14      Business Activities...................................................................54
         Section 4.15      Corporate Existence...................................................................54
         Section 4.16      Limitations on Preferred Stock or Preferred Equity Interests of Restricted
                              Subsidiaries.......................................................................56
         Section 4.17      Payments for Consent..................................................................56
         Section 4.18      Additional Note Guarantees............................................................56

ARTICLE 5. SUCCESSORS............................................................................................57

         Section 5.01      Merger, Consolidation or Sale of Assets...............................................57
         Section 5.02      Successor Corporation Substituted.....................................................57

ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................58

         Section 6.01      Events of Default.....................................................................58
         Section 6.02      Acceleration..........................................................................60
         Section 6.03      Other Remedies........................................................................61
         Section 6.04      Waiver of Past Defaults...............................................................61
         Section 6.05      Control by Majority...................................................................61
         Section 6.06      Limitation on Suits...................................................................61
         Section 6.07      Rights of Holders of Notes to Receive Payment.........................................62
         Section 6.08      Collection Suit by Trustee............................................................62
         Section 6.09      Trustee May File Proofs of Claim......................................................62
         Section 6.10      Priorities............................................................................63
         Section 6.11      Undertaking for Costs.................................................................63

ARTICLE 7. TRUSTEE  64

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

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                             <C>
ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................................................68

         Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance..............................69
         Section 8.02      Legal Defeasance and Discharge........................................................69
         Section 8.03      Covenant Defeasance...................................................................69
         Section 8.04      Conditions to Legal or Covenant Defeasance............................................70
         Section 8.05      Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                              Provisions.........................................................................71
         Section 8.06      Repayment to The Company..............................................................71
         Section 8.07      Reinstatement.........................................................................71

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER......................................................................72

         Section 9.01      Without Consent of Holders of the Notes...............................................72
         Section 9.02      With Consent of Holders of Notes......................................................73
         Section 9.03      Compliance with Trust Indenture Act...................................................74
         Section 9.04      Revocation and Effect of Consents.....................................................74
         Section 9.05      Notation on or Exchange of Notes......................................................74
         Section 9.06      Trustee to Sign Amendments, etc.......................................................74

ARTICLE 10. COLLATERAL AND SECURITY..............................................................................75

         Section 10.01     Security Documents....................................................................75
         Section 10.02     Recording and Opinions................................................................75
         Section 10.03     Release of Collateral.................................................................76
         Section 10.04     Certificates of the Company...........................................................76
         Section 10.05     Certificates of the Trustee...........................................................77
         Section 10.06     Authorization of Actions to Be Taken by the Trustee Under the Security Documents......77
         Section 10.07     Authorization of Receipt of Funds by the Trustee Under the Security Documents.........77
         Section 10.08     Termination of Security Interest......................................................77

ARTICLE 11. NOTE GUARANTEES......................................................................................77

         Section 11.01     Guarantee.............................................................................78
         Section 11.02     Limitation on Guarantor Liability.....................................................78
         Section 11.03     Execution and Delivery of Note Guarantee..............................................79
         Section 11.04     Guarantors May Consolidate, etc., on Certain Terms....................................79
         Section 11.05     Releases Following Sale of Assets.....................................................80

ARTICLE 12. SATISFACTION AND DISCHARGE...........................................................................81

         Section 12.01     Satisfaction and Discharge............................................................81
         Section 12.02     Application of Trust Money............................................................81

ARTICLE 13. MISCELLANEOUS........................................................................................82

         Section 13.01     Trust Indenture Act Controls..........................................................82
         Section 13.02     Notices...............................................................................82
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                                             <C>
         Section 13.03     Communication by Holders of Notes with Other Holders of Notes.........................83
         Section 13.04     Certificate and Opinion as to Conditions Precedent....................................83
         Section 13.05     Statements Required in Certificate or Opinion.........................................84
         Section 13.06     Rules by Trustee and Agents...........................................................84
         Section 13.07     No Personal Liability of Directors, Officers, Employees and Stockholders..............84
         Section 13.08     Governing Law.........................................................................84
         Section 13.09     No Adverse Interpretation of Other Agreements.........................................84
         Section 13.10     Successors............................................................................85
         Section 13.11     Severability..........................................................................85
         Section 13.12     Counterpart Originals.................................................................85
         Section 13.13     Table of Contents, Headings, etc......................................................85


                                    EXHIBITS

Exhibit A1        FORM OF NOTE
Exhibit A2        FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE FROM ACQUIRING
                  INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E1        FORM OF NOTATION OF GUARANTEE FOR U.S. GUARANTORS
Exhibit E2        FORM OF NOTATION OF GUARANTEE FOR NON-U.S. GUARANTORS
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE
Exhibit G         FORM OF SECURITY AGREEMENT
</TABLE>





                                       iv
<PAGE>

                             CROSS-REFERENCE TABLE*

Trust Indenture                                                    Indenture
Act Section                                                         Section
310  (a)(1)................................................             7.10
     (a)(2)................................................             7.10
     (a)(3)................................................             N.A.
     (a)(4)................................................             N.A.
     (a)(5)................................................             7.10
     (b)...................................................             7.10
     (c)...................................................             N.A.
311  (a)...................................................             7.11
     (b)...................................................             7.11
     (c)...................................................             N.A.
312  (a)...................................................             2.05
     (b)...................................................            12.03
     (c)...................................................            12.03
313  (a)...................................................             7.06
     (b)(1)................................................             7.06
     (b)(2)................................................       7.06; 7.07
     (c)...................................................       7.06;12.02
     (d)...................................................             7.06
314  (a)...................................................       4.03;11.05
     (b)...................................................            11.02
     (c)(1)................................................             N.A.
     (c)(2)................................................             N.A.
     (c)(3)................................................             N.A.
     (d)...................................................     11.04;11.03;
                                                                       10.05
     (e)...................................................            12.05
     (f)...................................................             N.A.
315  (a)...................................................             N.A.
     (b)...................................................             N.A.
     (c)...................................................             N.A.
     (d)...................................................             N.A.
     (e)...................................................             6.11
316  (a)(last sentence)....................................             N.A.
     (a)(1)(A).............................................             N.A.
     (a)(1)(B).............................................             N.A.
     (a)(2)................................................             N.A.
     (b)...................................................             N.A.
     (c)...................................................             2.13
317  (a)(1)................................................             N.A.
     (a)(2)................................................             N.A.
     (b)...................................................             N.A.
318  (a)...................................................             N.A.
     (b)...................................................             N.A.
     (c)...................................................            12.01

N.A. means not applicable.
*This Cross-Reference Table is not part of this Indenture.


                                       v
<PAGE>

         Indenture, dated as of January 23, 2001, among French Fragrances, Inc.,
a Florida corporation (the "Company"), the guarantors listed on the signature
pages hereto and HSBC Bank USA, as Trustee (the "Trustee").

         The Company and the Trustee agree as follows for the equal and ratable
benefit of the holders of the 11 3/4% Series A Notes due 2011 (the "Series A
Notes") and the 11 3/4% Series B Notes due 2011 (the "Series B Notes" and,
together with the Series A Notes, the "Notes"):

                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions

         "Acquired Debt" means, with respect to any specified Person:

                  (i) Indebtedness of any other Person existing at the time such
         other Person is merged with or into or became a Subsidiary of such
         specified Person, provided that such Indebtedness was not incurred in
         contemplation of such other Person merging with or into or becoming a
         Subsidiary of such specified Person; and

                  (ii) Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person, provided that such Indebtedness was
         not incurred in contemplation of such acquisition.

         "Acquired Assets" means all those assets acquired by the Company or any
Subsidiary of the Company pursuant to the Acquisition Agreement.

         "Acquisition Agreement" means the Purchase Agreement, dated as of
October 30, 2000, by and between Conopco, Inc. and the Company, as subsequently
amended, and the agreements entered into in connection therewith, in each case
as in effect on the date of this Indenture.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.

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

         "Applicable Procedures" means, with respect to any transfer or exchange
of beneficial interests in a Global Note, the rules and procedures of the
Depositary that apply to such transfer and exchange.

         "Asset Sale" means:

                  (a) the sale, lease, conveyance or other disposition of any
         assets (including, without limitation, by way of a sale and leaseback
         or by way of merger, consolidation or similar transaction) other than
<PAGE>

         sales of inventory in the ordinary course of business consistent with
         past practices (provided that the sale, lease, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Subsidiaries taken as a whole will be governed by the
         provisions of this Indenture described in Sections 4.10 and/or 5.01 and
         not by the provisions of Section 4.11);

                  (b) the issuance of Equity Interests in any of the Company's
         Restricted Subsidiaries or the sale of Equity Interests in any of its
         Restricted Subsidiaries; and

                  (c) the disposition by the Company or any of its Subsidiaries
         of Equity Interests of any of the Company's Subsidiaries.

         In the case of any of clauses (a), (b) or (c), whether in a single
         transaction or a series of related transactions, (i) that have a fair
         market value in excess of $1.0 million, or (ii) for net proceeds in
         excess of $1.0 million.

         Notwithstanding the foregoing, the following will not be deemed to be
Asset Sales:

                  (i) a transfer of assets by the Company to a Guarantor, or by
         a Restricted Subsidiary to the Company or to a Restricted Subsidiary;

                  (ii) an issuance of Equity Interests by a Restricted
         Subsidiary to the Company or to another Restricted Subsidiary;

                  (iii) a Permitted Investment or a Restricted Payment that is
         permitted pursuant to Section 4.07; and

                  (iv) sales of inventory, accounts receivable or other current
         assets in the ordinary course of business of the Company.

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

         "Board of Directors" means the Board of Directors of the Person or any
authorized committee of the Board of Directors, except that for the purposes of
the definitions of the terms "Change of Control" and "Continuing Directors," the
term "Board of Directors" shall mean the entire Board of Directors of the
Company and not any authorized committee of the Board of Directors.

         "Borrowing Base" means, as of any date, an amount equal to:

                  (i) 85% of the face amount of all accounts receivable owned by
         the Company and its Domestic Subsidiaries as of such date that are not
         more than 90 days past due; plus

                  (ii) 65% of the book value (calculated on an average cost
         basis) of all inventory owned by the Company and its Domestic
         Subsidiaries as of such date.

         To the extent that information is not available as to the amount of
accounts receivable or inventory as of a specific date, the Company may utilize
the most recent available information for purposes of calculating the Borrowing
Base.


                                       2
<PAGE>

         "Business Day" means any day other than a Legal Holiday.

         "Capital Interests" means:

                  (i) in the case of a corporation, corporate stock;

                  (ii) in the case of an association or other business entity,
         any and all shares, interests, participations, rights or other
         equivalents (however designated) of corporate stock;

                  (iii) in the case of a partnership, partnership interests
         (whether general or limited); and

                  (iv) any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

         "Cash Equivalents" means: (i) United States dollars; (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than six months from the date of acquisition; (iii) certificates of deposit
and Eurodollar time deposits with maturities of six months or less from the date
of acquisition, bankers' acceptances with maturities not exceeding six months
and overnight bank deposits or demand deposits, in each case with any lender
party to any Credit Facility or with any domestic commercial bank having capital
and surplus in excess of $1.0 billion; (iv) repurchase obligations with a term
of not more than seven days for underlying securities of the types described in
clauses (ii) and (iii) above entered into with any financial institution meeting
the qualifications specified in clause (iii) above; (v) commercial paper having
the highest rating obtainable from Moody's Investors Service, Inc. or Standard &
Poor's Ratings Service, a division of the McGraw-Hill Companies, Inc., and in
each case maturing within six months after the date of acquisition; and (vi)
investments in money market funds all of whose assets comprise securities of the
types described in clauses (i), (ii) and (iii) above.

         "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole to any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act) (other than the Principals or their Related Parties); (ii) the
adoption of a plan relating to the liquidation or dissolution of the Company;
(iii) the consummation of any transaction or series of transactions (including,
without limitation, any merger or consolidation) the result of which is that any
person (as defined above) (other than the Principals and their Related Parties),
becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule
13d-5 under the Exchange Act), directly or indirectly, of (a) 35% or more of the
voting Capital Interests of the Company and (b) more of the voting Capital
Interests of the Company than are, in the aggregate, beneficially owned by the
Principals and their Related Parties at the time of such consummation; or (iv)
the first day on which a majority of the members of the Board of Directors are
not Continuing Directors. For purposes of this definition, any transfer of an
equity interest of an entity that was formed for the purpose of acquiring voting
Capital Interests of the Company will be deemed to be a transfer of such portion
of such voting Capital Interests as corresponds to the portion of the equity of
such entity that has been so transferred.


                                       3
<PAGE>

         "Clearstream" means Citibank, N.A. and The Chase Manhattan Bank N.A. as
operators of the Clearstream System.

         "Collateral" shall mean any assets of the Company defined as Collateral
in the Security Agreement.

         "Collateral Agent" shall mean HSBC Bank USA, as Collateral Agent, until
a successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter means the successor.

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

         "Commission" means the Securities and Exchange Commission.

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

                  (i) an amount equal to any extraordinary loss plus any net
         loss realized in connection with an Asset Sale (to the extent such
         losses were deducted in computing such Consolidated Net Income); plus

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

                  (iii) consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized (including, without limitation, amortization
         of original issue discount, non-cash interest payments, the interest
         component of any deferred payment obligations, the interest component
         of all payments associated with Capital Lease Obligations, commissions,
         discounts and other fees and charges incurred in respect of letters of
         credit or bankers' acceptance financings, and net payments (if any)
         pursuant to Hedging Obligations), to the extent that any such expense
         was deducted in computing such Consolidated Net Income; plus

                  (iv) all items classified as "depreciation" or "amortization"
         on such Person's statement of operations and other non-cash charges
         (including non-cash, equity-based compensation charges, but excluding
         any non-cash charge to the extent that it represents an accrual of or
         reserve for cash charges in any future period or amortization of a
         prepaid cash expense that was paid in a prior period) of such Person
         and its Restricted Subsidiaries for such period to the extent that such
         depreciation, amortization and other non-cash charges were deducted in
         computing such Consolidated Net Income. Notwithstanding the foregoing,
         the provision for taxes on the income or profits of, and the
         depreciation and amortization and other non-cash charges of, a
         Restricted Subsidiary of the referent Person will be added to
         Consolidated Net Income to compute Consolidated Cash Flow only to the
         extent (and in the same proportion) that the Net Income of such
         Restricted Subsidiary was included in calculating the Consolidated Net
         Income of such Person and only if a corresponding amount would be
         permitted at the date of determination to be dividended to the Company
         by such Restricted Subsidiary without prior approval (that has not been
         obtained), pursuant to the terms of its organizational documents and
         all agreements, instruments, judgments, decrees, orders, statutes,
         rules and governmental regulations applicable to that Restricted
         Subsidiary or its stockholders.


                                       4
<PAGE>

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

                  (i) the Net Income (or net loss) of any Person that is not a
         Subsidiary or that is accounted for by the equity method of accounting
         will be included only to the extent of the amount of dividends or
         distributions paid in cash to the specified Person or a Restricted
         Subsidiary of the Person;

                  (ii) the Net Income (or net loss) of any Restricted Subsidiary
         will be excluded to the extent that the declaration or payment of
         dividends or similar distributions by that Restricted Subsidiary of
         that Net Income (or net loss) is not at the date of determination
         permitted without prior government approval (that has not been
         obtained) or, directly or indirectly, by operation of the terms of its
         organizational documents and all agreements (other than those
         agreements permitted by clauses (1), (2), (3), (5), (6), (7), (8) and
         (9) of Section 4.08), judgments, decrees, orders, statutes, rules or
         governmental regulations applicable to that Restricted Subsidiary or
         its stockholders;

                  (iii) the Net Income (or net loss) of any Person acquired in a
         pooling of interests transaction for any period prior to the date of
         such acquisition will be excluded;

                  (iv) the cumulative effect of a change in accounting
         principles will be excluded;

                  (v) Consolidated Net Income will not include any gain (or
         loss), together with any related provision for taxes on such gain (or
         loss), realized in connection with (A) any Asset Sale or (B) the
         disposition of any securities by such Person or any of its Restricted
         Subsidiaries or the extinguishment of any Indebtedness of such Person
         or any of its Restricted Subsidiaries;

                  (vi) Consolidated Net Income will not include any
         extraordinary or nonrecurring gain (or loss), together with any related
         provision for taxes on such extraordinary or nonrecurring gain (or
         loss); and

                  (vii) the Net Income (or net loss) of any Unrestricted
         Subsidiary will be excluded, whether or not distributed to the
         specified Person or one of its Subsidiaries.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (i) was a member of such Board of Directors
on the date of this Indenture or (ii) was nominated for election or elected to
such Board of Directors with the approval of (a) a majority of the Principals
who were beneficial owners of voting Capital Interests of the Company at the
time of such nomination or election or (b) a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Facility" means any credit facility (including, without
limitation, any Euro denominated facility) entered into by and among the
Company, any Guarantor and the lenders party thereto, including any credit
agreement, related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
restated, modified, renewed, refunded, extended, replaced or refinanced from
time to time.



                                       5
<PAGE>

         "CSFB" means Credit Suisse First Boston Corporation.

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

         "Definitive Notes" means Notes that are in the form of Exhibit A1
attached hereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provisions of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

         "Disqualified Stock" means any Equity Interest that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Equity Interest),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the
option of the holder of the Equity Interest, in whole or in part, on or prior to
the date that is 91 days after the date on which the Notes mature.
Notwithstanding the preceding sentence, any Equity Interests that would
constitute Disqualified Stock solely because the holders of the Equity Interests
have the right to require the Company to repurchase such Equity Interests upon
the occurrence of a Change of Control or an Asset Sale will not constitute
Disqualified Stock.

         "Domestic Subsidiary" means any Restricted Subsidiary of the Company
other than a Foreign Subsidiary.

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

         "Euroclear" means Morgan Guaranty Trust Company of New York, the
Brussels office, as operator of the Euroclear system.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         "Exchange Offer" means the offer by the Company to Holders to exchange
Series A Notes for Series B Notes.

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

         "Existing Indebtedness" means all Indebtedness of the Company and its
Subsidiaries in existence on the date of this Indenture, until such amounts are
repaid.

         "Fixed Charges" means, with respect to any Person for any period, the
sum of:

                  (i) the consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued
         (including, without limitation, amortization of original issue discount
         (other than original issue discount arising from the sale of units
         consisting of Indebtedness and other securities), non-cash interest
         payments, the interest component of any deferred payment obligations,


                                       6
<PAGE>

         the interest component of all payments associated with Capital Lease
         Obligations, commissions, discounts and other fees and charges incurred
         in respect of letters of credit or bankers' acceptance financings, and
         net payments (if any) pursuant to Hedging Obligations but excluding
         amortization of deferred financing fees);

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

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

                  (iv) the product of (a) the amount of dividends or
         distributions paid, whether or not in cash, in respect of preferred
         stock or preferred Equity Interests of such Person, other than dividend
         payments on Equity Interests payable solely in Equity Interests of the
         Company, times (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of such Person, expressed as a
         decimal,

in the case of clauses (i) through (iv), determined on a consolidated basis and,
in the case of clauses (i) through (iii), determined in accordance with GAAP.

         "Fixed Charge Coverage Ratio" means, with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the Company or
any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any
Indebtedness (other than revolving borrowings under any Credit Facility) or
issues or redeems preferred Equity Interests subsequent to the commencement of
the period for which the Fixed Charge Coverage Ratio is being calculated but on
or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee or redemption of Indebtedness, or such issuance or
redemption of preferred Equity Interests, as if the same had occurred at the
beginning of the applicable four-quarter reference period.

         For purposes of making the computation referred to above:

                  (i) acquisitions that have been made by the Company or any of
         its Restricted Subsidiaries, including through mergers or
         consolidations and including any related financing transactions, during
         the four-quarter reference period or subsequent to such reference
         period and on or prior to the Calculation Date shall be deemed to have
         occurred on the first day of the four-quarter reference period;

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

                  (iii) the Fixed Charges attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of on or prior to the Calculation Date, shall be
         excluded, but only to the extent that the obligations giving rise to
         such Fixed Charges will not be obligations of the referent Person or


                                       7
<PAGE>

         any of its Subsidiaries following the Calculation Date.

         "Foreign Borrowing Base" means, as of any date, an amount equal to:

                  (i) 85% of the face amount of all accounts receivable owned by
         Foreign Subsidiaries of the Company as of such date that are not more
         than 90 days past due; plus

                  (ii) 65% of the book value (calculated on an average cost
         basis) of all inventory owned by Foreign Subsidiaries of the Company as
         of such date.

         To the extent that information is not available as to the amount of
accounts receivable or inventory as of a specific date, the Company may utilize
the most recent available information for purposes of calculating the Foreign
Borrowing Base.

         "Foreign Credit Facilities" means any credit facility (including,
without limitation, any Euro denominated facility) entered into by and among any
Foreign Subsidiary and the lenders thereto, including any credit agreement,
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, restated,
modified, renewed, refunded, extended, replaced or refinanced from time to time.

         "Foreign Subsidiary" means any Restricted Subsidiary of the Company
formed under the laws of any jurisdiction other than the United States or any
political subdivision thereof substantially all of the assets of which are
located outside of the United States or that conducts substantially all of its
business outside of the United States.

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

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibits A1 and A2 hereto issued in accordance with Sections 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which guarantee
or obligations the full faith and credit of the United States is pledged.

         "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

         "Guarantors" means (i) the guarantors listed on the signature pages
hereto, and (ii) any Subsidiary that executes a Note Guarantee in accordance
with the provisions of this Indenture, and its respective successors and
assigns.


                                       8
<PAGE>

         "Guarantor Senior Indebtedness" means any Indebtedness permitted to be
incurred by any Note Guarantor under the terms of this Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it
is subordinated in right of payment to such Guarantor's Note Guarantee.
Notwithstanding the foregoing, Guarantor Senior Indebtedness shall not include:

                  (i) any Obligation of such Note Guarantor to any Subsidiary of
         such Note Guarantor;

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

                  (iii) any accounts payable or other liability to trade
         creditors arising in the ordinary course of business of the Note
         Guarantor (including Guarantees thereof or instruments evidencing such
         liabilities);

                  (iv) any Indebtedness, Guarantee or Obligation of the Note
         Guarantor that is contractually subordinated or junior in any respect
         to any other Indebtedness, Guarantee or Obligation of such Note
         Guarantor; or

                  (v) any Indebtedness incurred in violation of this Indenture.

         "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under:

                  (i) interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements;

                  (ii) other agreements or arrangements designed to protect such
         Person against fluctuations in interest rates; and

                  (iii) agreements entered into for the purpose of fixing or
         hedging the risks associated with fluctuations in foreign currency
         exchange rates. "Holder" means a Person in whose name a Note is
         registered.

         "IAI Global Note" means the Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.

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

                  (i) in respect of borrowed money;

                  (ii) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                  (iii) in respect of banker's acceptances;

                  (iv) representing Capital Lease Obligations; and



                                       9
<PAGE>

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

if and to the extent any of the foregoing indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability on a balance sheet
of such Person prepared in accordance with GAAP, as well as all indebtedness of
others secured by a Lien on any asset of such Person (whether or not such
indebtedness is assumed by such Person) and, to the extent not otherwise
included, the Guarantee by such Person of any indebtedness of any other Person.

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

         "Indirect Participant" means a Person who holds an interest through a
Participant.

         "Initial Purchasers" means CSFB acting through its affiliate,
Donaldson, Lufkin & Jenrette Securities Corporation, and Fleet Securities, Inc.

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

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees of Indebtedness or other obligations but
excluding advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person or its
Subsidiaries in accordance with GAAP), advances or capital contributions
(excluding commission, travel expenses and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration consisting of Indebtedness, Equity Interests or
other securities and all other items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP; provided that
an acquisition of assets, Equity Interests or other securities by the Company
for consideration consisting of common Equity Interests of the Company will not
be deemed to be an Investment to the extent of that consideration.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, the city in which the principal Corporate
Trust Office of the Trustee is located or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment shall be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

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

         "Liquidated Damages" means all Liquidated Damages then owing pursuant
to Article 5 of the Registration Rights Agreement.



                                       10
<PAGE>

         "Miami Lakes Facility" means the land and buildings comprising the
Company's executive offices and distribution facility at 14100 N.W. 60th Avenue,
Miami Lakes, Florida 33014.

         "Net Income" means, with respect to the Company, the net income (loss)
of the Company and its Restricted Subsidiaries, determined in accordance with
GAAP.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, regulatory compliance costs and
sales commissions) and any relocation expenses incurred as a result thereof,
taxes paid or payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements), amounts
required to be applied to the repayment of Indebtedness (other than Senior
Revolving Debt) secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP.

         "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor
or otherwise; (ii) no default with respect to which (including any rights that
the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity; and (iii) as to which the
lenders have been notified in writing that they will not have any recourse to
the stock or assets of the Company or any of its Restricted Subsidiaries.

         "Note Custodian" means the Trustee, when serving as custodian for the
Depositary with respect to the Notes in global form, or any successor entity
thereto.

         "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture.

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

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, the Administrator, any Assistant
Treasurer, the Controller, the Secretary or any Vice-President of such Person.

         "Officer's Certificate" means a certificate signed on behalf of each
Company by an Officer of such Company, who must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of such Company, that meets the requirements of Section 13.05
hereof.



                                       11
<PAGE>

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

         "Participant" means, with respect to DTC, Euroclear or Clearstream, a
Person who has an account with DTC, Euroclear or Clearstream, respectively (and,
with respect to DTC, shall include Euroclear and Clearstream).

         "Permitted Investments"

                  (i) any Investments in the Company or in a Restricted
         Subsidiary of the Company that is engaged in the same or a similar or
         related line of business as the Company and its Restricted Subsidiaries
         are permitted to engage in pursuant to Section 4.14;

                  (ii) any Investments in Cash Equivalents;

                  (iii) Investments by the Company or any Restricted Subsidiary
         of the Company in a Person, if as a result of such Investment (i) such
         Person becomes a Restricted Subsidiary of the Company that is engaged
         in the same or a similar or related line of business as the Company and
         its Restricted Subsidiaries are permitted to engage in pursuant to
         Section 4.14 or (ii) such Person is merged, consolidated or amalgamated
         with or into, or transfers or conveys substantially all of its assets
         to, or is liquidated into, the Company or a Restricted Subsidiary of
         the Company that is engaged in the same or a similar or related line of
         business as the Company and its Restricted Subsidiaries are permitted
         to engage in pursuant to Section 4.14;

                  (iv) Investments made as a result of the receipt of non-cash
         consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.11;

                  (v) Investments in endorsements of negotiable instruments and
         similar negotiable documents in the ordinary course of business;

                  (vi) Investments existing on the date of this Indenture;

                  (vii) Investments in obligations of account debtors to the
         Company or any of its Subsidiaries and stock or obligations issued to
         the Company or any such Subsidiary by any Person, in each case, in
         connection with the insolvency, bankruptcy, receivership or
         reorganization of such Person or a composition or readjustment of such
         Person's Indebtedness; and

                  (viii) other Investments in any one or more Persons that do
         not exceed $20.0 million in the aggregate at any time outstanding.

                  "Permitted Liens" means

                  (i) Liens on accounts receivable and inventory securing
         Indebtedness permitted to be incurred under clause (1) or clause (2) of
         the second paragraph of Section 4.09;

                  (ii) Liens in favor of the Company;


                                       12
<PAGE>

                  (iii) Liens to secure Indebtedness permitted to be incurred
         pursuant to the first paragraph of Section 4.09 that is incurred to
         finance the acquisition of property or assets acquired by the Company
         or any Subsidiary after the date of this Indenture, so long as such
         Indebtedness is incurred and the Lien securing such Indebtedness is
         created within 90 days of such acquisition;

                  (iv) Liens on property of a Person existing at the time such
         Person is merged into, consolidated with or acquired by the Company or
         any Subsidiary of the Company; provided that such Liens were not
         incurred in contemplation of such merger or consolidation and do not
         extend to any assets other than those of the Person merged into or
         consolidated with the Company or any Subsidiary or those of an
         unrelated third party;

                  (v) Liens on property existing at the time of acquisition
         thereof by the Company or any Subsidiary of the Company, provided that
         such Liens were not incurred in contemplation of such acquisition;

                  (vi) Liens to secure the performance of statutory obligations,
         surety or appeal bonds, performance bonds or other obligations of a
         like nature incurred in the ordinary course of business of the Company
         or any Subsidiary of the Company;

                  (vii) Liens to secure Indebtedness permitted by clause (7) of
         the second paragraph of Section 4.09 covering only the assets acquired,
         constructed or improved with such Indebtedness or the Miami Lakes
         Facility, as the case may be;

                  (viii) Liens to secure Hedging Obligations permitted pursuant
         to Section 4.09;

                  (ix) Liens existing on the date of this Indenture;

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

                  (xi) Liens securing Permitted Refinancing Indebtedness,
         provided that such Liens do not extend to or cover any assets or
         property other than the collateral securing the Indebtedness to be
         refinanced;

                  (xii) Liens arising by operation of law in connection with
         judgments, which do not give rise to an Event of Default with respect
         thereto;

                  (xiii) easements, rights of way, zoning restrictions and other
         similar encumbrances or title defects which do not materially detract
         from the value of the property or the assets subject thereto or
         interfere with the ordinary conduct of the business of the Company and
         its Subsidiaries, taken as a whole;

                  (xiv) Liens on sales of inventory, accounts receivable or
         other current assets arising in the ordinary course of business;

                  (xv) Liens incurred in the ordinary course of business of the
         Company or any Subsidiary of the Company with respect to obligations
         that (A) are not incurred in connection with the borrowing of money or


                                       13
<PAGE>

         the obtaining of advances or credit (other than trade credit in the
         ordinary course of business) and (B) do not in the aggregate materially
         detract from the value of the property subject thereto or materially
         impair the use thereof in the operation of business by the Company or
         such Subsidiary; and

                  (xvi) Liens on assets of Unrestricted Subsidiaries that secure
         Non-Recourse Debt of Unrestricted Subsidiaries.

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

                  (i) the principal amount of such Permitted Refinancing
         Indebtedness does not exceed the principal amount of the Indebtedness
         so extended, refinanced, renewed, replaced, defeased or refunded (plus
         the amount of accrued and unpaid interest, redemption premiums and
         other reasonable expenses incurred in connection therewith);

                  (ii) such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (iii) if the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded is subordinated in right of payment to
         the Notes or the Note Guarantees, such Permitted Refinancing
         Indebtedness is subordinated in right of payment to the Notes or the
         Note Guarantees, as applicable, on terms at least as favorable to the
         Holders of Notes as those contained in the documentation governing the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded; and

                  (iv) such Indebtedness is incurred either by the Company or by
         the Subsidiary that is the obligor on the Indebtedness being extended,
         refinanced, renewed, replaced, defeased or refunded.

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

         "Principals" means Rafael Kravec, E. Scott Beattie, J.W. Nevil Thomas,
Fred Berens, Richard C.W. Mauran and Unilever.

         "Private Placement Legend" means the legend initially set forth on the
Global Note in the form set forth in Section 2.06(g)(i) hereof.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company, the Guarantors
and the Initial Purchasers, as such agreement may be amended, modified or
supplemented from time to time, relating to rights given by the Company and the
Guarantors to the Initial Purchasers to register the Notes and the Note
Guarantees under the Securities Act.


                                       14
<PAGE>

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

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent Global Note in
the form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

         "Regulation S Temporary Global Note" means a temporary Global Note in
the form of Exhibit A2 hereto bearing the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.

         "Related Party" with respect to any Principal means (i) any spouse or
immediate family member of such Principal or (ii) any trust, corporation,
partnership or other entity, the beneficiaries, stockholders, partners, owners
or Persons beneficially holding an 80% or more controlling interest of which
consist of such Principal and/or such other Person, referred to in the
immediately preceding clause (i).

         "Responsible Officer" when used with respect to the Trustee, means any
officer of the Trustee with direct responsibility for the administration of the
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

         "Restricted Beneficial Interest" means any beneficial interest of a
Participant or Indirect Participant in the Rule 144A Global Note or the
Regulation S Global Note.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Notes" means the Rule 144A Global Notes, the IAI
Global Notes and the Regulation S Global Notes, all of which shall bear the
Private Placement Legend.

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

         "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

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

         "Revolving Credit Facility" means the Credit Facility in an aggregate
amount of $175.0 million issued to the Company by affiliates of the Initial
Purchasers.

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

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

         "Rule 144A Global Notes" means a Global Note in the form of Exhibit A1
hereto bearing the Global Note Legend and the Private Placement Legend and


                                       15
<PAGE>

deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated under the Securities Act.

         "Securities Act" means the Securities Act of 1933, as amended and the
rules and regulations of the Commission promulgated thereunder.

         "Security Agreement" means the Security Agreement dated on or about the
date of this Indenture and substantially in the form attached as Exhibit G
hereto, as such agreement may be amended, modified or supplemented from time to
time.

         "Security Documents" means the Security Agreement, any intellectual
property security agreements and other documents and agreements reasonably
required by CSFB pursuant to which the Collateral will be pledged.

         "Senior Indebtedness" means any Indebtedness which ranks pari passu in
right of payment with, and which is not expressly by its terms subordinated in
right of payment of principal, interest or premium or liquidated damages, if
any, to the Notes, whether or not such Indebtedness is secured.

         "Senior Revolving Debt" means revolving credit borrowings under any
Credit Facility.

         "Series A Notes" has the meaning as defined in the preamble hereto.

         "Series B Notes" has the meaning as defined in the preamble hereto.

         "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof; provided that each Note Guarantor will be deemed to be a
Significant Subsidiary.

         "Subordinated Indebtedness" means any Indebtedness which is expressly
by its terms subordinated in right of payment of principal, interest, premium or
Liquidated Damages, if any, to the Notes.

         "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of Capital Interests entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such Person or
one or more of the other Subsidiaries of that Person (or a combination thereof).

         "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb), as amended, as in effect on the date hereof; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"TIA" means, to the extent required by any such amendment, the Trust Indenture
Act of 1939 as so amended.



                                       16
<PAGE>

         "Transfer Restricted Securities" means Notes or beneficial interests
therein that bear or are required to bear the Private Placement Legend.

         "Trustee" has the meaning as defined in the preamble hereto.

         "Unilever" means any of Unilever, N.V., Unilever PLC and their
respective Subsidiaries.

         "Unilever Preferred Stock" means the Series D convertible preferred
stock of the Company issued to Unilever in connection with the Acquisition.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Global Notes" means one or more Global Notes that do not
bear and are not required to bear the Private Placement Legend.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
board resolution; but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Company or any Restricted
Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company; (c) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or
indirect obligation (x) to subscribe for additional Equity Interests or (y) to
maintain or preserve such Person's financial condition or to cause such Person
to achieve any specified levels of operating results; and (d) has not guaranteed
or otherwise directly or indirectly provided credit support for any Indebtedness
of the Company or any of its Restricted Subsidiaries.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the board resolution giving effect to such designation and an
Officer's Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09, the Company will be in default of
Section 4.09. The Board of Directors of the Company may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation will only be permitted if (1) such Indebtedness
is permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

         "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

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



                                       17
<PAGE>

                  (a) the sum 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) that will elapse between such
         date and the making of such payment, by

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

Section 1.02 Other Definitions.

                    Term                                          Defined in
                                                                    Section
                                                                    -------
                    "Affiliate Transaction"......................      4.13
                    "Authentication Order".......................      2.02
                    "Asset Sale Offer"...........................      3.09
                    "Change of Control Offer"....................      4.10
                    "Change of Control Payment"..................      4.10
                    "Change of Control Payment Date".............      4.10
                    "Collateral Account".........................      4.11
                    "Collateral Proceeds"........................      4.11
                    "Covenant Defeasance"........................      8.03
                    "Custodian"..................................      6.01
                    "DTC"........................................      2.03
                    "Event of Default"...........................      6.01
                    "Excess Proceeds"............................      4.11
                    "Legal Defeasance"...........................      8.02
                    "incur"......................................      4.09
                    "Non-Collateral Proceeds"....................      4.11
                    "Offer Amount"...............................      3.09
                    "Offer Period"...............................      3.09
                    "Paying Agent"...............................      2.03
                    "Payment Default"............................      6.01
                    "Permitted Debt".............................      4.09
                    "Purchase Date"..............................      3.09
                    "Registrar"..................................      2.03
                    "Related Business Investment"................      4.11
                    "Restricted Payments"........................      4.07
                    "Unit Legend"................................      2.06


Section 1.03 Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in, and made a part of, this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

                  "Indenture securities" means the Notes;

                  "Indenture security holder" means a Holder of a Note;


                                       18
<PAGE>

                  "Indenture to be qualified" means this Indenture;

                  "Indenture Trustee" or "institutional Trustee" means the
         Trustee; and

                  "obligor" on the Notes and the Note Guarantees means the
         Company and the Guarantors, respectively, and any successor obligor
         upon the Notes and the Note Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by the Commission rule
under the TIA have the meanings so assigned to them therein.

Section 1.04 Rules of Construction.

         Unless the context otherwise requires:

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

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

                           (C) "or" is not exclusive;

                           (D) words in the singular include the plural, and in
                  the plural include the singular;

                           (E) provisions apply to successive events and
                  transactions; and

                           (F) references to sections of or rules under the
                  Securities Act shall be deemed to include substitute,
                  replacement or successor sections or rules adopted by the
                  Commission from time to time.

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01 Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A1 attached hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes
initially shall be issued in denominations of $1,000 and integral multiples
thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provisions of any Note conflicts with the express provisions
of this Indenture, the provisions of this Indenture shall govern and be
controlling.

         (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibits A1 and A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached


                                       19
<PAGE>

thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

         (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited for the duration of the Restricted Period
on behalf of the purchasers of the Notes represented thereby with the Trustee,
at its New York office, as custodian for the Depositary, and registered in the
name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The
Restricted Period shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Clearstream certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal
amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who +acquired an interest therein during the
Restricted Period pursuant to another exemption from registration under the
Securities Act and who will take delivery of a beneficial ownership interest in
a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all
as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officer's
Certificate from the Company certifying to the Trustee that the Restricted
Period has been terminated. Following the termination of the Restricted Period,
beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

         (d) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Bank" and "Customer Handbook" of Clearstream shall be applicable to transfers of
beneficial interests in the Regulation S Temporary Global Notes and the
Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.

Section 2.02 Execution and Authentication

         An Officer shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Notes and may be in
facsimile form.

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



                                       20
<PAGE>

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

         The Trustee shall, upon a written order of the Company signed by an
Officer ("Authentication Order") directing the Trustee to authenticate the
Notes, authenticate Notes for original issue up to the aggregate principal
amount stated in paragraph (d) of the Notes. The Trustee shall, upon written
order of the Company signed by an Officer, authenticate Series B Notes for
original issuance in exchange for a like principal amount of Series A Notes
exchanged in the Exchange Offer or otherwise exchanged for Series B Notes
pursuant to the terms of the Registration Rights Agreement. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.07 hereof.

         The Trustee may (at the Company's expense) appoint an authenticating
agent acceptable to the Company to authenticate Notes. An authenticating agent
may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with the
Company or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

         The Company shall maintain (i) an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and (ii) an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars or one or more additional
paying agents. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company shall notify the Trustee in writing of the name and address of any
Agent not a party to this Indenture. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company may act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes. The
Company initially appoints the Trustee to act as the Registrar and Paying Agent
with respect to the Definitive Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
shall notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company) shall have no
further liability for the money. If the Company or a Subsidiary acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent. Upon any bankruptcy or


                                       21
<PAGE>

reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.

Section 2.05 Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06 Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Company for
Definitive Notes prior to the expiration of the Restricted Period. Upon the
occurrence of either of the preceding events in (i) or (ii) above, Definitive
Notes shall be issued in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (i) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the Regulation S Global
         Note may not be made to a U.S. Person or for the account or benefit of
         a U.S. Person (other than an Initial Purchaser). Beneficial interests


                                       22
<PAGE>

         in any Unrestricted Global Note may be transferred to Persons who take
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Note shall be registered to effect the transfer or
         exchange referred to in (1) above; provided that in no event shall
         Definitive Notes be issued upon the transfer or exchange of beneficial
         interests in the Regulation S Temporary Global Note prior to the
         expiration of the Restricted Period. Upon consummation of an Exchange
         Offer by the Company in accordance with Section 2.06(f) hereof, the
         requirements of this Section 2.06(b)(ii) shall be deemed to have been
         satisfied upon receipt by the Registrar of the instructions contained
         in the Letter of Transmittal delivered by the Holder of such beneficial
         interests in the Restricted Global Notes. Upon satisfaction of all of
         the requirements for transfer or exchange of beneficial interests in
         Global Notes contained in this Indenture and the Notes or otherwise
         applicable under the Securities Act, the Trustee shall adjust the
         principal amount of the relevant Global Note(s) pursuant to Section
         2.06(h) hereof.

                  (iii) Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(ii) above and the
         Registrar receives the following:

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof; and

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Temporary Global
                  Note or the Regulation S Permanent Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (2) thereof.

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications and certificates and
                  Opinion of Counsel required by item (3) thereof, if
                  applicable.

                  (iv) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be


                                       23
<PAGE>

         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (1) a broker-dealer, (2) a Person
                  participating in the distribution of the Series B Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests in Global Notes for
Definitive Notes.



                                       24
<PAGE>

                  (i) Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A under the Securities
                  Act, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(a)
                  thereof;

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable;

                           (F) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h) hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c)(i) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear


                                       25
<PAGE>

         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

                  (ii) Beneficial Interests in Regulation S Temporary Global
         Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and
         (C) hereof, a beneficial interest in the Regulation S Temporary Global
         Note may not be exchanged for a Definitive Note or transferred to a
         Person who takes delivery thereof in the form of a Definitive Note
         prior to (x) the expiration of the Restricted Period and (y) the
         receipt by the Registrar of any certificates required pursuant to Rule
         903(c)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.

                  (iii) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (1) a broker-dealer, (2) a Person participating
                  in the distribution of the Series B Notes or (3) a Person who
                  is an affiliate (as defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           Note that does not bear the Private Placement Legend,
                           a certificate from such holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (2) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Definitive Note that does not bear the Private
                           Placement Legend, a certificate from such holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.



                                       26
<PAGE>

                  (iv) Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company shall execute and the
         Trustee shall authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iv) shall be registered in such name or names
         and in such authorized denomination or denominations as the holder of
         such beneficial interest shall instruct the Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Definitive Notes to the
         Persons in whose names such Notes are so registered. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iv) shall not bear the Private Placement Legend.

         (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

                  (i) Restricted Definitive Notes to Beneficial Interests in
         Restricted Global Notes. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Notes
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Note for a beneficial interest in a
                  Restricted Global Note, a certificate from such Holder in the
                  form of Exhibit C hereto, including the certifications in item
                  (2)(b) thereof;

                           (B) if such Restricted Definitive Note is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C) if such Restricted Definitive Note is being
                  transferred to a non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D) if such Restricted Definitive Note is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                           (E) if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;


                                       27
<PAGE>

                           (F) if such Restricted Definitive Note is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (G) if such Restricted Definitive Note is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (C)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

                  (ii) Restricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
         exchange such Note for a beneficial interest in an Unrestricted Global
         Note or transfer such Restricted Definitive Note to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note only if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Series B Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the Holder of such Definitive Notes
                           proposes to exchange such Notes for a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (2) if the Holder of such Definitive Notes
                           proposes to transfer such Notes to a Person who shall
                           take delivery thereof in the form of a beneficial
                           interest in the Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.



                                       28
<PAGE>

         Upon satisfaction of the conditions of any of the subparagraphs in this
         Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
         increase or cause to be increased the aggregate principal amount of the
         Unrestricted Global Note.

                  (iii) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Note for a beneficial interest in an Unrestricted
         Global Note or transfer such Definitive Notes to a Person who takes
         delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note at any time. Upon receipt of a request for
         such an exchange or transfer, the Trustee shall cancel the applicable
         Unrestricted Definitive Note and increase or cause to be increased the
         aggregate principal amount of one of the Unrestricted Global Notes.

         If any such exchange or transfer from a Definitive Note to a beneficial
         interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
         (iii) above at a time when an Unrestricted Global Note has not yet been
         issued, the Company shall issue and, upon receipt of an Authentication
         Order in accordance with Section 2.02 hereof, the Trustee shall
         authenticate one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of Definitive Notes so
         transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (i) Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A) if the transfer will be made pursuant to Rule
                  144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (ii) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or transferred to a Person
         or Persons who take delivery thereof in the form of an Unrestricted
         Definitive Note if:



                                       29
<PAGE>

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the Series B Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (1) if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Notes for
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                    (2) if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Notes to a
                           Person who shall take delivery thereof in the form of
                           an Unrestricted Definitive Note, a certificate from
                           such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (iii) Unrestricted Definitive Notes to Unrestricted Definitive
         Notes. A Holder of Unrestricted Definitive Notes may transfer such
         Notes to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Note. Upon receipt of a request to register
         such a transfer, the Registrar shall register the Unrestricted
         Definitive Notes pursuant to the instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Series B
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the


                                       30
<PAGE>

Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

         (g) Legends. The following legends shall appear on the face of all
Global Notes and each Definitive Note (and all Notes issued in exchange therefor
or substitution thereof) shall bear the legend in substantially the following
form:

                  (i) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

         "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
         ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
         WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
         PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION
         HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) REPRESENTS
         THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
         144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT HAS ACQUIRED THIS
         SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
         UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL "ACCREDITED
         INVESTOR" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR (7) OF REGULATION
         D UNDER THE SECURITIES ACT) (AN "IAI"), (2) AGREES THAT IT WILL NOT
         RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY
         OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY
         BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN
         OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE
         SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
         144 UNDER THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH
         TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE
         (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH
         TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES
         LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY)
         THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (F) IN
         ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
         THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO
         THE COMPANY) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
         AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF
         ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION,
         AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR
         AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
         OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND
         "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF
         REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A


                                       31
<PAGE>

         PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
         THIS NOTE IN VIOLATION OF THE FOREGOING."

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(iv),
                  (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                  to this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (ii) Global Note Legend. Each Global Note shall bear a legend
         in substantially the following form:

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF
         THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT
         IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL
         NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
         SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
         TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
         THE COMPANY."

                  (iii) Regulation S Temporary Global Note Legend. The
         Regulation S Temporary Global Note shall bear a legend in substantially
         the following form:

         "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
         THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
         NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
         THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
         GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.



                                       32
<PAGE>

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

                  (ii) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.11
         and 9.05 hereof).

                  (iii) The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes shall be the valid obligations of the Company, evidencing the
         same debt, and entitled to the same benefits under this Indenture, as
         the Global Notes or Definitive Notes surrendered upon such registration
         of transfer or exchange.

                  (v) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding interest payment date.

                  (vi) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
         Definitive Notes in accordance with the provisions of Section 2.02
         hereof.

                  (viii) All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

Section 2.07 Replacement Notes.

         If any mutilated Note is surrendered to the Trustee, or the Company and
the Trustee receives evidence to their satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any


                                       33
<PAGE>

authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company and the Trustee may charge for their expenses in replacing
a Note.

         Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or the Guarantor or an
Affiliate of the Company or the Guarantor holds the Note.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company or an Affiliate thereof)
holds, on a redemption date or maturity date, money sufficient to pay Notes
payable on that date, then on and after that date such Notes shall be deemed to
be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Guarantor, or by any Affiliate of the Company or any Guarantor
shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes shown on the Trustee's register as
being so owned shall be so disregarded. Notwithstanding the foregoing, Notes
that are to be acquired by the Company or any Guarantor or an Affiliate of the
Company or any Guarantor pursuant to an exchange offer, tender offer or other
agreement shall not be deemed to be owned by such entity until legal title to
such Notes passes to such entity.

Section 2.10 Temporary Notes.

         Until Definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon receipt of an
Authentication Order. Temporary Notes shall be substantially in the form of
Definitive Notes but may have variations that the Company considers appropriate
for temporary Notes. Without unreasonable delay, the Company shall prepare and
the Trustee shall upon receipt of an Authentication Order authenticate
Definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11 Cancellation.

                                       34
<PAGE>

         The Company at any time may deliver to the Trustee for cancellation any
Notes previously authenticated and delivered hereunder or which the Company may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Trustee. All Notes surrendered for registration of
transfer, exchange or payment, if surrendered to any Person other than the
Trustee, shall be delivered to the Trustee. The Trustee and no one else shall
cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation. Subject to Section 2.07 hereof, the Company may not
issue new Notes to replace Notes that it has redeemed or paid or that have been
delivered to the Trustee for cancellation. All cancelled Notes held by the
Trustee shall be disposed of by the Trustee in accordance with its customary
procedure, unless by a written order, signed by two Officers of the Company, the
Company shall direct that cancelled Notes be returned to it.

Section 2.12 Defaulted Interest.

         If the Company or any Guarantor defaults in a payment of interest on
the Notes, it shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, which date shall be at the
earliest practicable date but in all events at least five Business Days prior to
the payment date, in each case at the rate provided in the Notes and in Section
4.01 hereof. The Company shall fix or cause to be fixed each such special record
date and payment date, and shall promptly thereafter, notify the Trustee of any
such date. At least fifteen days before the special record date, the Company (or
the Trustee, in the name and at the expense of the Company) shall mail or cause
to be mailed to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.

Section 2.13 Record Date.

         The record date for purposes of determining the identity of Holders of
the Notes entitled to vote or consent to any action by vote or consent
authorized or permitted under this Indenture shall be determined as provided for
in TIA ss. 316 (c).

Section 2.14 Computation of Interest.

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

Section 2.15 CUSIP Number.

         The Company in issuing the Notes may use a "CUSIP" number, and if it
does so, the Trustee shall use the CUSIP number in notices of redemption or
exchange as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP
number printed in the notice or on the Notes and that reliance may be placed
only on the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any change in the CUSIP number.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.



                                       35
<PAGE>

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officer's Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

         If the Company is required to make an offer to purchase Notes pursuant
to Section 4.10 or 4.11 hereof, it shall furnish to the Trustee, at least 45
days before the scheduled purchase date, an Officer's Certificate setting forth
(i) the section of this Indenture pursuant to which the offer to purchase shall
occur, (ii) the terms of the offer, (iii) the principal amount of Notes to be
purchased, (iv) the purchase price, (v) the purchase date and (vi) and further
setting forth a statement to the effect that (a) the Company or one its
Subsidiaries has affected an Asset Sale and there are Excess Proceeds
aggregating more than $10.0 million or (b) a Change of Control has occurred, as
applicable.

Section 3.02 Selection of Notes to be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed, or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method as the Trustee shall deem fair and appropriate.
In the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 days prior
to the redemption date by the Trustee from the outstanding Notes not previously
called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03 Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

                           (A) the redemption date;

                           (B) the redemption price for the Notes and accrued
                  interest, and Liquidated Damages, if any;

                           (C) if any Note is being redeemed in part, the
                  portion of the principal amount of such Notes to be redeemed
                  and that, after the redemption date, upon surrender of such


                                       36
<PAGE>

                  Note, a new Note or Notes in principal amount equal to the
                  unredeemed portion shall be issued upon cancellation of the
                  original Note;

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

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

                           (F) that, unless the Company defaults in making such
                  redemption payment, interest and Liquidated Damages, if any,
                  on Notes called for redemption ceases to accrue on and after
                  the redemption date;

                           (G) the paragraph of the Notes and/or Section of this
                  Indenture pursuant to which the Notes called for redemption
                  are being redeemed; and

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

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date an Officer's Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in the
notice as provided in the preceding paragraph. The notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the Holder receives such notice.

Section 3.04 Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price plus accrued and unpaid interest and
Liquidated Damages, if any, to such date. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

         At or prior to 10:00 a.m., New York City time, on the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued and unpaid interest and
Liquidated Damages, if any, on all Notes to be redeemed or purchased on that
date. The Trustee or the Paying Agent shall promptly return to the Company upon
their written request any money deposited with the Trustee or the Paying Agent
by the Company in excess of the amounts necessary to pay the redemption price of
(including any applicable premium), accrued interest and Liquidated Damages, if
any, on all Notes to be redeemed or purchased.

         If Notes called for redemption or tendered in an Asset Sale Offer or
Change of Control Offer are paid or if the Company has deposited with the
Trustee or Paying Agent money sufficient to pay the redemption or purchase price
of, unpaid and accrued interest and Liquidated Damages, if any, on all Notes to
be redeemed or purchased, on and after the redemption or purchase date interest
and Liquidated Damages, if any, shall cease to accrue on the Notes or the
portions of Notes called for redemption or tendered and not withdrawn in an
Asset Sale Offer or Change of Control Offer (regardless of whether certificates
for such securities are actually surrendered). If a Note is redeemed or
purchased on or after an interest record date but on or prior to the related


                                       37
<PAGE>

interest payment date, then any accrued and unpaid interest and Liquidated
Damages, if any, shall be paid to the Person in whose name such Note was
registered at the close of business on such record date. If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal and Liquidated Damages, if any, from the redemption
or purchase date until such principal and Liquidated Dames, if any, is paid, and
to the extent lawful on any interest not paid on such unpaid principal, in each
case, at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

Section 3.07 Optional Redemption.

         At any time prior to February 1, 2004, the Company may, at its option,
on any one or more occasions redeem up to 35% of the initially outstanding
aggregate principal amount of Notes at a redemption price equal to 111.75% of
the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the redemption date, with the net proceeds of one or
more public equity offerings of the Company generating in each case net proceeds
of at least $15.0 million; provided that:

                  (i) at least 65% of the initially outstanding aggregate
         principal amount of Notes remains outstanding immediately after the
         occurrence of any such redemption; and

                  (ii) that such redemption occurs within 90 days of the date of
         the closing of any such public equity offering of the Company.

         Pending application as set forth above, any such net proceeds may be
applied to temporarily reduce revolving Indebtedness.

         After February 1, 2006, the Company may redeem all or a part of the
Notes upon not less than 30 nor more than 60 days notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on February 1, 2006 of the years indicated below:

                  YEAR                                              PERCENTAGE
                  ----                                              ----------
                  2006...........................................     105.875%
                  2007...........................................     103.917%
                  2008...........................................     101.958%
                  2009 and thereafter............................     100.000%

Section 3.08 Mandatory Redemption.

         Except as set forth under Sections 4.10 and 4.11 hereof, the Company
shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.



                                       38
<PAGE>

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.11 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than 5
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.11 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

         Upon the commencement of an Asset Sale Offer, the Company shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

                           (a) that the Asset Sale Offer is being made pursuant
                  to this Section 3.09 and Section 4.11 hereof and the length of
                  time the Asset Sale Offer shall remain open;

                           (b) the Offer Amount, the purchase price and the
                  Purchase Date;

                           (c) that any Note not tendered or accepted for
                  payment shall continue to accrue interest;

                           (d) that, unless the Company defaults in making such
                  payment, any Note accepted for payment pursuant to the Asset
                  Sale Offer shall cease to accrue interest after the Purchase
                  Date;

                           (e) that Holders electing to have a Note purchased
                  pursuant to an Asset Sale Offer may elect to have Notes
                  purchased in integral multiples of $1,000 only;

                           (f) that Holders electing to have a Note purchased
                  pursuant to any Asset Sale Offer shall be required to
                  surrender the Note, with the form entitled "Option of Holder
                  to Elect Purchase" on the reverse of the Note completed, or
                  transfer by book-entry transfer, to the Company, a depositary,
                  if appointed by the Company, or a Paying Agent at the address
                  specified in the notice at least three days before the
                  Purchase Date;

                           (g) that Holders shall be entitled to withdraw their
                  election if the Company, the depositary or the Paying Agent,
                  as the case may be, receives, not later than the expiration of
                  the Offer Period, a telegram, telex, facsimile transmission or


                                       39
<PAGE>

                  letter setting forth the name of the Holder, the principal
                  amount of the Note the Holder delivered for purchase and a
                  statement that such Holder is withdrawing his election to have
                  such Note purchased;

                           (h) that, if the aggregate principal amount of Notes
                  surrendered by Holders exceeds the Offer Amount, the Company
                  shall select the Notes to be purchased on a pro rata basis
                  (with such adjustments as may be deemed appropriate by the
                  Company so that only Notes in denominations of $1,000, or
                  integral multiples thereof, shall be purchased); and

                           (i) that Holders whose Notes were purchased only in
                  part shall be issued new Notes equal in principal amount to
                  the unpurchased portion of the Notes surrendered (or
                  transferred by book-entry transfer).

         On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officer's Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company shall promptly issue a new Note, and
the Trustee, upon written request from the Company, shall authenticate and mail
or deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01 Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. The Company shall pay all Liquidated Damages, if any, in the same manner
on the dates and in the amounts set forth in the Registration Rights Agreement.
Principal, premium and Liquidated Damages, if any, and interest, shall be
considered paid for all purposes hereunder on the date the Paying Agent, if
other than the Company, holds, as of 10:00 a.m. (New York City time) money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all such principal, premium and Liquidated Damages, if any,
and interest, then due.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any


                                       40
<PAGE>

proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee or Registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

Section 4.03 Reports.

         Whether or not required by the rules and regulations of the Commission,
so long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within the time periods specified in the Commission's rules and
regulations:

                  (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" and, with respect to the annual
         information only, a report on the annual financial statements by the
         Company's certified independent accountants; and

                  (ii) all current reports that would be required to be filed
         with the Commission on Form 8-K if the Company were required to file
         such reports.

         In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the Commission, the Company will file a copy of all such information and reports
referred to in clauses (i) and (ii) above 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 and the Guarantors have agreed that, for so
long as any Notes remain outstanding, they 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.



                                       41
<PAGE>

         If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding two paragraphs will include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, of
the financial condition and results of operations of the Company and its
Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Company.

Section 4.04 Compliance Certificate.

         The Company and each Guarantor (to the extent that such Guarantor is so
required under the TIA) shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officer's Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers with a view to
determining whether each has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that, to the best of his or her knowledge, each entity
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Company is
taking or proposes to take with respect thereto) and that, to the best of his or
her knowledge, no event has occurred and remains in existence by reason of which
payments on account of the principal of, premium or Liquidated Damages, if any,
or interest on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

         So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, in connection with the
year-end financial statements delivered pursuant to Section 4.03(i) hereof, the
Company shall use its best efforts to deliver 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 4
or Article 5 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.

         The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officer's Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section 4.05 Taxes.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency all material taxes, assessments and governmental levies,
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.



                                       42
<PAGE>

         The Company and each of the Guarantors covenants (to the extent it they
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 and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that
they 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 no such law has been enacted.

Section 4.07 Restricted Payments.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

         (i)      declare or pay any dividend or make any distribution on
                  account of the Company's or any of its Restricted
                  Subsidiaries' Equity Interests (including, without limitation,
                  any such distribution by such Persons in connection with any
                  merger or consolidation involving the Company) (other than
                  dividends or distributions payable in Equity Interests (other
                  than Disqualified Stock) of the Company or dividends or
                  distributions payable to the Company or any Restricted
                  Subsidiary of the Company);

         (ii)     purchase, redeem or otherwise acquire or retire for value any
                  Equity Interests of the Company or any direct or indirect
                  parent of the Company;

         (iii)    make any principal payment on, or purchase, redeem, defease or
                  otherwise acquire or retire for value any Subordinated
                  Indebtedness, except at scheduled maturity; or

         (iv)     make any Restricted Investment (all such payments and other
                  actions set out in this paragraph being collectively referred
                  to as "Restricted Payments"),

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

         (1)      no Default or Event of Default shall have occurred and be
                  continuing or would occur as a consequence of that Restricted
                  Payment; and

         (2)      the Company would, at the time of such Restricted Payment and
                  after giving pro forma effect thereto as if such Restricted
                  Payment had been made at the beginning of the most recently
                  ended four fiscal quarters for which financial statements are
                  available, have been permitted to incur at least $1.00 of
                  additional Indebtedness pursuant to the Fixed Charge Coverage
                  Ratio test set forth in the first paragraph of Section 4.09
                  hereof; and

         (3)      such Restricted Payment, together with the aggregate of all
                  other Restricted Payments made by the Company and its
                  Restricted Subsidiaries after the date of this Indenture
                  (excluding Restricted Payments permitted by clauses (ii),
                  (iii), (iv), (v) and (vi) of the next succeeding paragraph),
                  is less than the sum of:

                  (a)      50% of the Consolidated Net Income of the Company for
                           the period (taken as one accounting period) from the
                           beginning of the first fiscal quarter commencing
                           after the date of this Indenture to the end of the
                           Company's most recently ended fiscal quarter for
                           which internal financial statements are available at
                           the time of such Restricted Payment (or, if such


                                       43
<PAGE>

                           Consolidated Net Income for such period is a deficit,
                           less 100% of such deficit); plus

                  (b)      100% of the aggregate net cash proceeds received by
                           the Company since the date of this Indenture from the
                           issuance or sale of Equity Interests of the Company
                           or of debt securities of the Company that have been
                           converted into such Equity Interests (other than
                           Equity Interests (or convertible debt securities)
                           sold to a Subsidiary of the Company and other than
                           Disqualified Stock or debt securities that have been
                           converted into Disqualified Stock or Equity Interests
                           issued upon conversion of the Unilever Preferred
                           Stock outstanding on the date of this Indenture);
                           plus

                  (c)      to the extent that any Restricted Investment that was
                           made after the date of this Indenture is sold for
                           cash or otherwise liquidated or repaid for cash, the
                           cash return of capital with respect to such
                           Restricted Investment (less the cost of disposition,
                           if any); plus

                  (d)      50% of any dividends received by the Company or a
                           Restricted Subsidiary that is a Guarantor after the
                           date of this Indenture from an Unrestricted
                           Subsidiary of the Company, to the extent that such
                           dividends were not otherwise included in Consolidated
                           Net Income of the Company for such period; plus

                  (e)      to the extent that any Unrestricted Subsidiary of the
                           Company is redesignated as a Restricted Subsidiary
                           after the date of this Indenture, the fair market
                           value of the Company's Investment in such Subsidiary
                           as of the date of such redesignation.

         The preceding provisions will not prohibit:

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

         (ii)     the redemption, repurchase, retirement or other acquisition of
                  any Equity Interests of the Company (including, without
                  limitation, the Unilever Preferred Stock) in exchange for, or
                  out of the proceeds of, the substantially concurrent sale
                  (other than to a Restricted Subsidiary of the Company) of
                  other Equity Interests of the Company (other than any
                  Disqualified Stock); provided that the amount of any such net
                  cash proceeds that are utilized for any such redemption,
                  repurchase, retirement or other acquisition will be excluded
                  from clause (3)(b) of the preceding paragraph;

         (iii)    the defeasance, redemption or repurchase of Subordinated
                  Indebtedness with the net cash proceeds from an incurrence of
                  Permitted Refinancing Indebtedness or the substantially
                  concurrent sale (other than to a Restricted Subsidiary of the
                  Company) of Equity Interests of the Company (other than
                  Disqualified Stock); provided that the amount of any such net
                  cash proceeds that are utilized for any such redemption,
                  repurchase, retirement or other acquisition will be excluded
                  from clause (3)(b) of the preceding paragraph;



                                       44
<PAGE>

         (iv)     repurchases of warrants, options or rights to acquire Capital
                  Interests deemed to occur upon exercise of warrants, options
                  or rights to acquire Capital Interests if such warrants,
                  options or rights represent a portion of the exercise price of
                  such warrants, options or rights;

         (v)      payments or distributions to dissenting stockholders pursuant
                  to applicable law or in connection with the settlement or
                  other satisfaction of legal claims made pursuant to or in
                  connection with a consolidation, merger or transfer of assets;

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

         (vii)    other Restricted Payments in an aggregate amount not to exceed
                  $10.0 million.

         The amount of all Restricted Payments (other than cash) will be the
fair market value on the date of the Restricted Payment of the asset(s) proposed
to be transferred by the Company or such Restricted Subsidiary, as the case may
be, pursuant to the Restricted Payment. The fair market value of any assets or
securities that are required to be valued by this Section 4.07 will be
determined by the Board of Directors whose resolution with respect thereto will
be delivered to the Trustee. Not later than the date of making any Restricted
Payment, the Company will deliver to the Trustee an Officer's Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the calculations required by this Section 4.07 were computed, which
calculations may be based upon the Company's latest available financial
statements.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to:

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

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

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

         However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

         (1)      Existing Indebtedness as in effect on the date of this
                  Indenture;



                                       45
<PAGE>

         (2)      any Credit Facility or Foreign Credit Facility, provided that
                  any amendments, modifications, restatements, renewals,
                  increases, supplements, refundings, replacements or
                  refinancings thereto are no more restrictive, taken as a
                  whole, with respect to such dividend and other payment
                  restrictions than those contained in the Revolving Credit
                  Facility as in effect on the date of this Indenture;

         (3)      this Indenture, the Series A Notes, the Series B Notes and the
                  Note Guarantees;

         (4)      applicable law;

         (5)      customary non-assignment provisions in leases entered into in
                  the ordinary course of business and consistent with past
                  practices;

         (6)      Capital Lease Obligations, mortgage financings or purchase
                  money obligations for property acquired in the ordinary course
                  of business or mortgage financings secured by the Miami Lakes
                  Facility that impose restrictions of the nature described in
                  clause (iii) above on the property so acquired or the Miami
                  Lakes Facility, as the case may be;

         (7)      existing with respect to any Person or the property or assets
                  of such Person acquired by the Company or any of its
                  Restricted Subsidiaries, at the time of such acquisition and
                  not incurred in contemplation thereof, which encumbrances or
                  restrictions are not applicable to any Person or the property
                  or assets of any Person other than such Person or the property
                  or assets of such Person so acquired;

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

         (9)      Permitted Refinancing Indebtedness, provided that the
                  restrictions contained in the agreements governing such
                  Permitted Refinancing Indebtedness are no more restrictive,
                  taken as a whole, than those contained in the agreements
                  governing the Indebtedness being refinanced.

Section 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and the
Company will not issue any Disqualified Stock; provided that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any
Restricted Subsidiary may incur Indebtedness (including Acquired Debt), if:

                  (i) the Fixed Charge Coverage Ratio for the Company's most
         recently ended four full fiscal quarters for which internal financial
         statements are available immediately preceding the date on which such
         additional Indebtedness is incurred or such Disqualified Stock is
         issued would have been at least 2.25 to 1, determined on a pro forma
         basis (including a pro forma application of the net proceeds
         therefrom), as if the additional Indebtedness had been incurred, or the
         Disqualified Stock had been issued, as the case may be, at the
         beginning of such four-quarter period; and



                                       46
<PAGE>

                  (ii) in the case of an incurrence of Indebtedness by a
         Domestic Subsidiary (other than Acquired Debt), that Domestic
         Subsidiary guarantees on a senior basis the Company's payment
         obligations under the Notes in accordance with the provisions of
         Section 4.18 hereof.

         In addition to any Indebtedness that may be incurred and any
Disqualified Stock that may be issued pursuant to the foregoing paragraph, the
following may be incurred (collectively, "Permitted Debt"):

         (1)      the incurrence by the Company and any Note Guarantor of Senior
                  Indebtedness and letters of credit under one or more Credit
                  Facilities for working capital purposes (with letters of
                  credit being deemed to have a principal amount equal to the
                  maximum potential liability of the Company thereunder) in an
                  aggregate principal amount not to exceed the amount of the
                  Borrowing Base;

         (2)      the incurrence by any Foreign Subsidiary of Senior
                  Indebtedness and letters of credit under one or more Foreign
                  Credit Facilities for working capital purposes (with letters
                  of credit being deemed to have a principal amount equal to the
                  maximum potential liability of the Foreign Subsidiary
                  thereunder) in an aggregate principal amount not to exceed the
                  amount of the Foreign Borrowing Base;

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

         (4)      the incurrence by the Company of Indebtedness represented by
                  the Series A Notes, the Series B Notes, and the incurrence by
                  any Guarantor of the Indebtedness represented by its Note
                  Guarantee;

         (5)      the incurrence by the Company and any Restricted Subsidiary of
                  Permitted Refinancing Indebtedness in exchange for, or the net
                  proceeds of which are used to extend, refinance, renew,
                  replace, defease or refund, Indebtedness that was permitted by
                  this Indenture to be incurred;

         (6)      the incurrence by the Company or any Restricted Subsidiary of
                  intercompany Indebtedness between or among the Company and any
                  of its Restricted Subsidiaries; provided, however, that (A)
                  any subsequent issuance or transfer of Equity Interests that
                  results in any such Indebtedness being held by a Person other
                  than a Restricted Subsidiary and (B) any sale or other
                  transfer of any such Indebtedness to a Person that is not
                  either the Company or a Restricted Subsidiary will be deemed,
                  in each case, to constitute an incurrence of such Indebtedness
                  by the Company or such Restricted Subsidiary, as the case may
                  be;

         (7)      the incurrence (A) by the Company and any Restricted
                  Subsidiary of Indebtedness represented by Capital Lease
                  Obligations, mortgage financings or purchase money
                  obligations, in each case incurred for the purpose of
                  financing up to all or any part of the purchase price or cost
                  of construction or improvement of property used in the
                  business of the Company or such Restricted Subsidiary, or (B)
                  by the Company and any Note Guarantor of Indebtedness
                  represented by mortgage financing secured solely by the Miami
                  Lakes Facility (in addition to Indebtedness permitted to be
                  incurred pursuant to clauses (2) or (4) above in this Section
                  4.09) in a principal amount for (A) and (B) in the aggregate
                  not to exceed $10.0 million at any time outstanding;



                                       47
<PAGE>

         (8)      the incurrence by the Company and any Restricted Subsidiary of
                  Hedging Obligations in the ordinary course of business of the
                  Company or such Restricted Subsidiary, as the case may be;

         (9)      the incurrence by the Company and any Restricted Subsidiary of
                  statutory obligations, surety or appeal bonds, performance
                  bonds or other obligations of a like nature incurred in the
                  ordinary course of business of the Company or such Restricted
                  Subsidiary, as the case may be;

         (10)     the incurrence by the Company and any Restricted Subsidiary of
                  Indebtedness not otherwise permitted under this Indenture in
                  an aggregate amount for all such Indebtedness not to exceed
                  $15.0 million at any time outstanding;

         (11)     the accrual of interest, the accretion or amortization of
                  original issue discount, the payment of interest on any
                  Indebtedness in the form of additional Indebtedness with the
                  same terms, and the payment of dividends on Disqualified Stock
                  in the form of additional shares of the same class of
                  Disqualified Stock will not be deemed to be an incurrence of
                  Indebtedness or an issuance of Disqualified Stock for purposes
                  of this Section 4.09; provided, in each such case, that the
                  amount thereof is included in Fixed Charges of the Company as
                  accrued, accreted and amortized; and

         (12)     the incurrence by the Company's Unrestricted Subsidiaries of
                  Non-Recourse Debt; provided, however, that if any such
                  indebtedness ceases to be Non-Recourse Debt of an Unrestricted
                  Subsidiary, such event will be deemed to constitute an
                  incurrence of Indebtedness by a Restricted Subsidiary of the
                  Company that was not permitted by this clause (12).

         For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (12) above,
or is entitled to be incurred pursuant to the first paragraph of this Section
4.09, the Company will be permitted to classify such item of Indebtedness on the
date of its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09.

         The Company will not incur any secured Indebtedness which is not Senior
Indebtedness. No Note Guarantor will incur any secured Indebtedness which is not
Guarantor Senior Indebtedness.

Section 4.10 Change of Control.

         (a) Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") in cash to each Holder to repurchase all
or any part (equal to $1,000 or an integral multiple thereof) of each Holder's
Notes at a purchase price equal to 101% of the aggregate principal amount of the
Notes or portions of the Notes validly tendered for payment, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase
(the "Change of Control Payment"). Within 60 days following any Change of
Control, the Company shall mail a notice to each Holder stating: (1) that the
Change of Control Offer is being made pursuant to this Section 4.10 and that all
Notes tendered will be accepted for payment; (2) the purchase price and the
purchase date, which shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the "Change of Control Payment Date"); (3)
that any Note not tendered will continue to accrue interest; (4) that, unless


                                       48
<PAGE>

the Company defaults in the payment of the Change of Control Payment, all Notes
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest after the Change of Control Payment Date; (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will
be required to surrender the Notes, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (6) that Holders will
be entitled to withdraw their election if the Paying Agent receives, not later
than the close of business on the second Business Day preceding the Change of
Control Payment Date, a telegram, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Notes delivered for purchase,
and a statement that such Holder is withdrawing his election to have the Notes
purchased; and (7) that Holders whose Notes are being purchased only in part
will be issued new Notes equal in principal amount to the unpurchased portion of
the Notes surrendered, which unpurchased portion must be equal to $1,000 in
principal amount or an integral multiple thereof. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes as a result of a Change of
Control.

         (b)      On the Change of Control Payment Date, the Company will, to
                  the extent lawful:

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

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

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

         (c) The Paying Agent will promptly mail to each Holder of Notes
properly tendered the Change of Control Payment for such Notes, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book-entry)
to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple of $1,000. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date. The Change of Control
provisions described above are applicable whether or not any other provisions of
this Indenture are applicable.

         (d) The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes a Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements
applicable to a Change of Control Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under such Change of Control Offer.

Section 4.11 Asset Sales

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to consummate an Asset Sale, unless:



                                       49
<PAGE>

                  (i) the Company (or the 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 or Equity Interests issued
         or sold or otherwise disposed of;

                  (ii) the fair market value is evidenced by a resolution of the
         Board of Directors set forth in an Officer's Certificate delivered to
         the Trustee;

                  (iii) at least 75% of the consideration therefor received by
         the Company or such Restricted Subsidiary is in the form of cash or
         Cash Equivalents; and

                  (iv) if any such Asset Sale involves Collateral, that Asset
         Sale shall be in strict compliance with the provisions of the Security
         Documents.

         For the purposes of this provision, each of the following shall be
deemed to be cash or Cash Equivalents:

         (a) any liabilities, as shown on the Company's or such Restricted
Subsidiary's most recent balance sheet or in the notes thereto, of the Company
or any Restricted Subsidiary (other than liabilities that are by their terms
subordinated to the Notes or any guarantee thereof) that are assumed by the
transferee of any such assets pursuant to a customary novation agreement that
releases the Company or such Restricted Subsidiary from further liability (in
which case the cash deemed to have been received by way of the assumption will
further be deemed to have been applied in accordance with the next paragraph);
and

         (b) any securities, notes or other obligations received by the Company
or any such Restricted Subsidiary from such transferee that are promptly
converted by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received).

         Within 180 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply those Net Proceeds:

                  (i) to the extent that any Net Proceeds are received from an
         Asset Sale not involving the sale, lease, conveyance or other
         disposition of Collateral ("Non-Collateral Proceeds"):

                           (A) to permanently reduce Senior Indebtedness; and

                           (B) to permanently reduce Indebtedness permitted to
                  be incurred pursuant to clauses (1) and (2) of the second
                  paragraph of Section 4.09 hereof; or

                  (ii) to an Investment in another business, the making of a
         capital expenditure or the acquisition of other assets, in each case,
         in the same or a similar or related line of business as the Company and
         its Restricted Subsidiaries were engaged in on the date of this
         Indenture ("Related Business Investment"); provided, however, that to
         the extent that the Net Proceeds applied are received from an Asset
         Sale involving the sale, lease, conveyance or other disposition of
         Collateral ("Collateral Proceeds"), the property and assets
         constituting such Related Business Investment and any other non-cash
         consideration received as a result of such Asset Sale are made subject
         to the Lien of this Indenture and the applicable Security Documents and
         shall not consist of inventory or receivables but shall constitute
         Collateral under the terms of this Indenture and of the Security
         Documents.



                                       50
<PAGE>

         Any Net Proceeds from Asset Sales that are not applied (or deemed
applied) or invested as provided in the preceding paragraph shall be deemed to
constitute "Excess Proceeds." Within 30 days after the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company will be required to make an
Asset Sale Offer to all Holders of Notes, and all holders of other Indebtedness
that ranks equally with the Notes containing provisions similar to those set
forth in this Indenture with respect to offers to purchase or redeem with the
proceeds of sales of assets, to purchase the maximum principal amount of Notes
and such other pari passu Indebtedness that may be purchased out of the Excess
Proceeds. The Asset Sale Offer Price will be equal to 100% of principal amount
plus accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase and will be payable in cash, in accordance with the procedures set
forth herein. If any Excess Proceeds remain after consummation of an Asset Sale
Offer then, to the extent that such Excess Proceeds consist of Non-Collateral
Proceeds, the Company and its Restricted Subsidiaries may use such remaining
Excess Proceeds for general corporate purposes. If the aggregate principal
amount of Notes and such other pari passu Indebtedness tendered into such Asset
Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the
Notes and such other pari passu Indebtedness to be purchased on a pro rata
basis. Upon completion of such offer to purchase, the amount of Excess Proceeds
will be reset at zero.

         All Collateral Proceeds remaining after application pursuant to the
preceding two paragraphs shall be delivered by the Company to the Trustee and
shall be deposited in a bank account under the sole dominion and control of the
Collateral Agent to be established pursuant to this Indenture and the Security
Documents (the "Collateral Account"). Collateral Proceeds so deposited may be
withdrawn from the Collateral Account pursuant to this Indenture and the
Security Documents.

Section 4.12 Liens

         The Company shall not, and shall not permit any of its Subsidiaries to,
create, incur, assume or otherwise cause or suffer to exist or become effective
any Lien of any kind upon:

                  (i) any item of Collateral other than the Liens created by the
         Notes, this Indenture and the Security Documents and the Liens
         expressly permitted by the Security Documents, if any; or

                  (ii) any other property or assets of the Company, now owned or
         hereafter acquired (other than Permitted Liens), unless all payments
         due under this Indenture and the Notes, and all obligations under the
         Note Guarantees, if any, are secured on an equal and ratable basis with
         the obligations so secured until such time as such obligations are no
         longer secured by a Lien.

Section 4.13 Transactions with Affiliates

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into
or make any contract, agreement, understanding, loan, advance or guarantee with,
or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate
Transaction"), unless:

                  (i) such Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that would have been obtained in a comparable transaction by the
         Company or such Restricted Subsidiary with an unrelated Person; and

                  (ii) the Company delivers to the Trustee:



                                       51
<PAGE>

                           (1)   with respect to any Affiliate Transaction
                                 involving aggregate consideration in excess of
                                 $2.0 million, a resolution of the Board of
                                 Directors set forth in an Officer's Certificate
                                 certifying that such Affiliate Transaction
                                 complies with clause (i) above and that such
                                 Affiliate Transaction has been approved by a
                                 majority of the disinterested members of the
                                 Board of Directors, if any; and

                           (2)   with respect to any Affiliate Transaction
                                 involving aggregate consideration in excess of
                                 $15.0 million, an opinion as to the fairness to
                                 the Company or such Restricted Subsidiary of
                                 such Affiliate Transaction from a financial
                                 point of view issued by a nationally-recognized
                                 accounting, appraisal or investment banking
                                 firm.

         The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph:

                           (A) any reasonable employment, compensation, bonus or
                  benefit arrangement entered into by the Company or any of its
                  Restricted Subsidiaries in the ordinary course of business of
                  the Company or such Restricted Subsidiary, including without
                  limitation, the grant of stock options, stock appreciation
                  rights or other stock-based incentive awards (other than
                  Disqualified Stock) in the ordinary course of business of the
                  Company or such Restricted Subsidiary, as the case may be;
                  provided that any non-stock payments by the Company or any
                  Restricted Subsidiary in connection with the grant or exercise
                  or other settlement of such stock options, stock appreciation
                  rights or other stock-based incentive awards are permitted by
                  Section 4.07 hereof;

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

                           (C) the payment of reasonable fees, expense
                  reimbursement and customary indemnification, advances and
                  other similar arrangements to directors and officers of the
                  Company or any Restricted Subsidiary of the Company;

                           (D) reasonable loans or advances to employees of the
                  Company and its Restricted Subsidiaries in the ordinary course
                  of business of the Company or such Restricted Subsidiary, as
                  the case may be;

                           (E) Permitted Investments and transactions permitted
                  by Section 4.07 hereof;

                           (F) scheduled payments of principal and interest with
                  respect to Existing Indebtedness;

                           (G) purchases and sales of inventory in the ordinary
                  course of business; and

                           (H) transactions between or among the Company,
                  Unilever and their respective Subsidiaries entered into in the
                  ordinary course of business or in connection with the
                  Acquisition Agreement.



                                       52
<PAGE>

Section 4.14 Business Activities

         The Company shall not, and shall not permit any Significant Subsidiary
to, engage in any business other than such business activities as the Company
and its Restricted Subsidiaries are engaged in on the date of this Indenture and
such business activities similar or reasonably related thereto as determined in
good faith by the Company's Board of Directors.

Section 4.15 Corporate Existence

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of the Company or any such
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.









                                       53
<PAGE>

Section 4.16 Limitations on Preferred Stock or Preferred Equity Interests of
             Restricted Subsidiaries

         The Company shall not permit any of its Restricted Subsidiaries to
issue or sell any preferred stock or preferred Equity Interests (other than to
the Company or to a Restricted Subsidiary of the Company) or permit any Person
(other than the Company or a Restricted Subsidiary of the Company) to own any
preferred stock or preferred Equity Interests of any Restricted Subsidiary.

Section 4.17 Payments for Consent

         The Company and its Subsidiaries shall not, either directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any 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 be paid or
agreed to be 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 4.18 Additional Note Guarantees

         If a Domestic Subsidiary shall incur Indebtedness after the date of
this Indenture in accordance with Section 4.09(ii) hereof, then such Domestic
Subsidiary shall, no later than the incurrence of such Indebtedness, execute and
deliver to the Trustee a Note Guarantee in the form of a Supplemental Indenture.
The form of such Supplemental Indenture is attached as Exhibit F hereto.

         A Guarantor may not consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person), another Person (other than the
Company or a Guarantor), unless;

                  (i) subject to the provisions of the following paragraph, the
         Person formed by or surviving any such consolidation or merger (if
         other than such Guarantor) assumes all the obligations of such
         Guarantor, pursuant to a Supplemental Indenture in form and substance
         reasonably satisfactory to the Trustee, under the Notes and this
         Indenture; and

                  (ii) the Net Proceeds of that transaction are applied in
         accordance with the provisions of Section 4.11.

         The Note Guarantee of a Guarantor will be automatically released:

                  (i) in connection with any sale or other disposition of all or
         substantially all of the assets of that Guarantor to an entity that is
         not, either before or after giving effect to that transaction, a
         Subsidiary of the Company, if the Guarantor applies the Net Proceeds of
         that sale or other disposition in accordance with the provisions of
         Section 4.11;

                  (ii) in connection with any sale or other disposition of all
         of the capital stock of that Guarantor to an entity that is not, either
         before or after giving effect to that transaction, a Subsidiary of the
         Company, if the Company applies the Net Proceeds of that sale in
         accordance with the provisions of Section 4.11;

                  (iii) upon Legal Defeasance or Covenant Defeasance;



                                       54
<PAGE>

                  (iv) if the Company properly designates any Restricted
         Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

                  (v) if the Guarantor is no longer a borrower under or a
         Guarantor of the Revolving Credit Facility.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of Assets.

         The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries in one or more related
transactions to, another corporation, Person or entity, unless:

                  (i) either (a) the Company is the surviving Person; or (b) the
         entity or the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or to which such sale, assignment,
         transfer, lease, conveyance or other disposition shall have been made
         is organized and existing under the laws of the United States, any
         state thereof or the District of Columbia;

                  (ii) the entity or Person formed by or surviving any such
         consolidation or merger (if other than the Company) or the entity or
         Person to which such sale, assignment, transfer, lease, conveyance or
         other disposition shall have been made assumes all the obligations of
         the Company under the Registration Rights Agreement, the Notes and this
         Indenture pursuant to a supplemental indenture in a form reasonably
         satisfactory to the Trustee;

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

                  (iv) the Company or the entity or Person formed by or
         surviving any such consolidation or merger, or to which such sale,
         assignment, transfer, lease, conveyance or other disposition shall have
         been made, except in the case of a transaction the principal purpose
         and effect of which is to change the Company's state of incorporation,
         will, on the date of such transaction and after giving pro forma effect
         thereto as if such transaction had occurred at the beginning of the
         applicable four-quarter period, be permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
         test set forth in the first paragraph of Section 4.09 hereof.

Section 5.02 Successor Corporation Substituted

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor Person and not to the Company), and may exercise every right and
power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that


                                       55
<PAGE>

the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest and Liquidated Damages, if any, on the Notes except in
the case of a sale, assignment, transfer, conveyance or other disposition of all
of the Company's assets that meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

         Each of the following constitutes an "Event of Default":

                  (i) default for 30 days in the payment when due of interest
         on, or Liquidated Damages, if any, with respect to, the Notes;

                  (ii) default in the payment of all or any part of the
         principal, or premium, if any, on the Notes when and as the same
         becomes due and payable at maturity, upon redemption, by acceleration,
         or otherwise, including, without limitation, the payment of the Change
         of Control Payment or the Asset Sale Offer Price, or otherwise;

                  (iii) failure by the Company or any of its Subsidiaries to
         observe or perform in all material respects with the provisions of
         Sections 4.07, 4.09, 4.12 and 5.01 hereof;

                  (iv) failure by the Company or any of its Subsidiaries to
         observe or perform in all material respects any other covenant or
         agreement on the part of the Company or such Subsidiary contained in
         the Notes, this Indenture or the Security Documents if that failure is
         not remedied within 30 days after written notice is given to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least 25% in aggregate principal amount of the Notes then
         outstanding, specifying such default, requiring that it be remedied and
         stating that such notice is a "Notice of Default;"

                  (v) default under any mortgage, indenture or instrument under
         which there may be issued or by which there may be secured or evidenced
         any Indebtedness by the Company or any of its Subsidiaries (or the
         payment of which is guaranteed by the Company or any of its
         Subsidiaries) whether such Indebtedness or guarantee now exists, or is
         created after the date of this Indenture, if that default:

                           (A) is caused by a failure to pay principal of or
                  premium, if any, or interest on such Indebtedness prior to the
                  expiration of the grace period provided in such Indebtedness
                  on the date of such default (a "Payment Default"); or

                           (B) results in the acceleration of such Indebtedness
                  prior to its express maturity,

         and, in each of (A) and (B), the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there has been a Payment Default or the
         maturity of which has been so accelerated, aggregates $15.0 million or
         more;



                                       56
<PAGE>

                  (vi) failure by the Company or any of its Subsidiaries to pay
         final judgments aggregating in excess of $15.0 million, which judgments
         are not paid, discharged or stayed for a period of 60 days;

                  (vii) except as permitted by this Indenture, any Guarantee
         shall be held in any judicial proceeding to be unenforceable or invalid
         or shall cease for any reason to be in full force and effect or any
         Note Guarantor, or any Person acting on behalf of any Guarantor, shall
         deny or disaffirm its obligations under its Note Guarantee;

                  (viii) breach by the Company or any Guarantor of any material
         representation or warranty or agreement in the Security Documents, the
         repudiation by the Company or any Guarantor of any of its obligations
         under the Security Documents or the unenforceability of all or any part
         of the Security Documents against the Company or any Guarantor for any
         reason; and

                  (ix) either the Company or any of its Significant Subsidiaries
         or any group of Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary, pursuant to or within the meaning of Bankruptcy
         Law:

                           (A) commences a voluntary case,

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

                           (C) consents to the appointment of a Custodian of it
                  or for all or substantially all of its property,

                           (D) makes a general assignment for the benefit of its
                  creditors, or

                           (E) generally is not paying its debts as they become
                  due; or

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

                           (A) is for relief against either the Company or any
                  of its Significant Subsidiaries or any group of Subsidiaries
                  that, taken as a whole, would constitute a Significant
                  Subsidiary in an involuntary case;

                           (B) appoints a Custodian of either the Company or any
                  of its Significant Subsidiaries or any group of Subsidiaries
                  that, taken as a whole, would constitute a Significant
                  Subsidiary or for all or substantially all of the property of
                  either the Company or any of its Significant Subsidiaries or
                  any group of Subsidiaries that, taken as a whole, would
                  constitute a Significant Subsidiary; or

                           (C) orders the liquidation of either the Company or
                  any of its Significant Subsidiaries or any group of
                  Subsidiaries that, taken as a whole, would constitute a
                  Significant Subsidiary;

         and the order or decree remains unstayed and in effect for 60
         consecutive day.



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<PAGE>

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

Section 6.02 Acceleration.

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default as described in (ix) and (x) of
Section 6.01 hereof, the Notes shall become due and payable without further
action or notice. Holders of the Notes may not enforce this Indenture or the
Notes except as provided in this Indenture.

         In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of Section 3.07(a) hereof, an equivalent premium
shall also become and be immediately due and payable to the extent permitted by
law upon the acceleration of the Notes. If an Event of Default occurs prior to
February 1, 2006 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding the
prohibition on redemption of the Notes prior to February 1, 2006, then the
amount payable in respect of such Notes for purposes of this paragraph for each
of the twelve-month periods beginning on February 1 of the years indicated below
shall be set forth below, expressed as percentages of the principal amount that
would otherwise be due but for the provisions of this sentence, plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of payment:


                  YEAR                                               PERCENTAGE
                  ----                                               ----------
                  2002..........................................       113.707%
                  2003..........................................       111.749%
                  2004..........................................       109.791%
                  2005..........................................       107.833%










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<PAGE>

Section 6.03 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any,
interest and Liquidated Damages, if any, on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

         The Company is required to deliver to the Trustee annually a statement
regarding compliance with this Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

Section 6.04 Waiver of Past Defaults.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under this Indenture (including any acceleration other than an automatic
acceleration resulting from an Event of Default under clause (ix) or (x) of
Section 6.01 hereof) except a continuing Default or Event of Default in the
payment of interest or Liquidated Damages, if any, on, or the principal of, the
Notes (other than as a result of an acceleration), and payments required under
Section 4.10 and Section 4.11 hereof, which shall require the consent of all of
the Holders of the Notes then outstanding.

Section 6.05 Control by Majority.

         The Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust power
conferred on it. However, (i) the Trustee may refuse to follow any direction
that conflicts with law or this Indenture, that the Trustee determines may be
unduly prejudicial to the rights of other Holders of Notes or that may involve
the Trustee in personal liability, and (ii) the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction. In case an Event of Default shall occur (which shall not be cured),
the Trustee will be required, in the exercise of its power, to use the degree of
care of a prudent person in the conduct of its own affairs. Notwithstanding any
provision to the contrary in this Indenture, the Trustee is under no obligation
to exercise any of its rights or powers under this Indenture at the request of
any Holder of Notes, unless such Holder shall offer to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.

Section 6.06 Limitation on Suits.

         A Holder of a Note may pursue a remedy with respect to this Indenture,
the Note Guarantee or the Notes only if:

                  (i) the Holder of a Note gives to the Trustee written notice
         of a continuing Event of Default or the Trustee receives such notice
         from the Company;



                                       59
<PAGE>

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

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

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

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, interest, and
Liquidated Damages, if any, on the Notes, on or after the respective due dates
expressed in the Notes (including in connection with an offer to purchase), or
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder; provided that a Holder shall not have the right to institute any such
suit for the enforcement of payment if and to the extent that the institution or
prosecution thereof or the entering of judgment therein would, under applicable
law, result in the surrender, impairment, waiver or loss of the lien of this
Indenture upon any property subject to such Lien.

Section 6.08 Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(i) or (ii) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as Trustee of an express trust against the Company for the whole
amount of principal of, premium and Liquidated Damages, if any, and interest
remaining unpaid on the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Company, any Guarantor (or any other obligor upon the Notes), its creditors or
its property, to participate as a member, voting or otherwise, of any official
committee of creditors appointed in such manner and shall be entitled and
empowered to collect, receive and distribute any money or other securities or
property payable or deliverable upon the conversion or exchange of the Notes or
on any such claims and any Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents


                                       60
<PAGE>

and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

         If the Trustee collects any money pursuant to this Section 6, it shall
pay out the money in the following order:

         First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

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

         Third: without duplication, to the Holders for any other Obligations
owing to the Holders under this Indenture and the Notes; and

         Fourth: to the Company or to such party as a court of competent
jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

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




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<PAGE>

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

                  (i) the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture or the TIA and the Trustee
         need perform only those duties that are specifically set forth in this
         Indenture or the TIA and no others, and no implied covenants or
         obligations shall be read into this Indenture against the Trustee; and

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

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

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

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

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

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01.

         (e) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, including without limitation the provisions of Section
6.05 hereof, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense that might
be incurred by it in complying with such request.

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


                                       62
<PAGE>

trust by the Trustee need not be segregated from other funds except to the
extent required by law. The Trustee may be the Collateral Agent.

Section 7.02 Rights of Trustee.

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

         (b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer's Certificate or Opinion of Counsel. Prior to taking, suffering or
admitting any action, the Trustee may consult with counsel of the Trustee's own
choosing and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

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

         (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

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

         (g) The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Notes unless either (1) a Responsible
Officer of the Trustee shall have actual knowledge of such Default or Event of
Default or (2) written notice of such Default or Event of Default shall have
been given to the Trustee by the Company or by any Holder of the Notes.

Section 7.03 Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the Commission for permission to continue
as Trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof. The Trustee shall not
be responsible for the validity, effectiveness or sufficiency of the Collateral
or the Security Documents.



                                       63
<PAGE>

Section 7.04 Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture, any Note Guarantee, any Security
Document or the Notes, it shall not be accountable for the Company's use of the
proceeds from the Notes or any money paid to the Company or upon the Company's
direction under any provision of this Indenture, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or
any statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than its certificate of
authentication.

Section 7.05 Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders
of Notes a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment on any
Note pursuant to Section 6.01(i) or (ii) hereof, the Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA ss.
313(b). The Trustee shall also transmit by mail all reports as required by TIA
ss. 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Company has informed the Trustee in writing the
Notes are listed in accordance with TIA ss. 313(d). The Company shall promptly
notify the Trustee when the Notes are listed on any stock exchange and of any
delisting thereof.

Section 7.07 Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. To the
extent permitted by law, the Trustee's compensation shall not be limited by any
law on compensation of a Trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and actual out of pocket expenses incurred or made by it in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel,
but shall not include expenses incurred as a result of the Trustee's negligence
or willfull misconduct.

         The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by


                                       64
<PAGE>

the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company and the Guarantors of their obligations
hereunder, except to the extent of actual prejudice to the Company resulting
from such failure. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
and the Guarantors shall pay the reasonable fees and expenses of such counsel.
The Company and the Guarantors need not pay for any settlement made without
their consent, which consent shall not be unreasonably withheld.

         The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture and to the resignation or
removal of the Trustee.

         To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal, interest
and Liquidated Damages, if any, on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture and the resignation or removal of
the Trustee.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(ix) or (x) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         The Trustee shall comply with the provisions of TIA ss. 313(b)(2) to
the extent applicable.

Section 7.08 Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of a majority
in principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

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

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

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

         (d) the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.



                                       65
<PAGE>

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         If the Trustee, after written request by any Holder of a Note who has
been a Holder of a Note for at least six months, fails to comply with Section
7.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and the duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its
succession to the Holders of the Notes. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, provided
that all sums owing to the Trustee hereunder have been paid and subject to the
Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company's obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee. The
replacement of the Trustee pursuant to this Section 7.08 shall operate as a
replacement of the Collateral Agent as well. The Company shall take such actions
as are necessary or desirable, in the opinion of counsel to the successor
Collateral Agent to maintain the perfection of the Liens created by the Security
Documents, all at the expense of the Company.

Section 7.09 Successor Trustee by Merger, etc.

         If the Trustee or any Agent consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee or any Agent, as applicable.

Section 7.10 Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities. The Trustee and its direct parent shall at all times have a
combined capital surplus of at least $150.0 million as set forth in its most
recent annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11 Preferential Collection of Claims Against The Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE



                                       66
<PAGE>

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officer's Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their respective obligations with respect to
all outstanding Notes and Guarantees on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire Indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.05
hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
payments in respect of the principal of, premium and Liquidated Damages, if any,
and interest on such Notes when such payments are due from the trust referred to
in Section 8.04(a); (b) the Company's obligations with respect to such Notes
under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.10 and 4.02 hereof; (c) the
rights, powers, trusts, duties and immunities of the Trustee including without
limitation thereunder Section 7.07, 8.05 and 8.07 hereof and the Company's
obligations in connection therewith and (d) the provisions of this Section 8.02.
Subject to compliance with this Article 8, the Company and Guarantors may
exercise their option under this Section 8.02 notwithstanding the prior exercise
of the option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

         Upon the exercise under Section 8.01 hereof of the option applicable to
this Section 8.03, the Company and the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from their respective obligations under the covenants contained in Sections
4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17 and 4.18 hereof, and
clause (iv) of Section 5.01 hereof with respect to the outstanding Notes on and
after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), and the Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes shall not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, Sections 6.01(iii) through 6.01(vi) hereof shall not constitute
Events of Default.



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Section 8.04 Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (i) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders of the Notes, cash in U.S.
         dollars, non-callable Government Securities, or a combination thereof,
         in such amounts as shall be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium and Liquidated Damages, if any, and interest on the
         outstanding Notes on the stated maturity or on the applicable
         redemption date, as the case may be, and the Company must specify
         whether the Notes are being defeased to maturity or to a particular
         redemption date;

                  (ii) in the case of an election under Section 8.02 hereof, the
         Company shall have delivered to the Trustee an Opinion of Counsel in
         the United States reasonably acceptable to the Trustee confirming that
         (A) the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling or (B) since the date hereof, there
         has been a change in the applicable federal income tax law, in either
         case to the effect that, and based thereon such opinion of counsel
         shall confirm that, the Holders of the outstanding Notes shall not
         recognize income, gain or loss for federal income tax purposes as a
         result of such Legal Defeasance and shall be subject to federal income
         tax on the same amounts, in the same manner and at the same times as
         would have been the case if such Legal Defeasance had not occurred;

                  (iii) in the case of an election under Section 8.03 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States reasonably acceptable to the Trustee confirming
         that the Holders of the outstanding Notes shall not recognize income,
         gain or loss for federal income tax purposes as a result of such
         Covenant Defeasance and shall be subject to federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such Covenant Defeasance had not occurred;

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

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

                  (vi) the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that after the 91st day following the
         deposit, the trust funds shall not be subject to the effect of any
         applicable bankruptcy, insolvency, reorganization or similar laws
         affecting creditors' rights generally;

                  (vii) the Company shall have delivered to the Trustee an
         Officer's Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of Notes over the
         other creditors of the Company with the intent of defeating, hindering,
         delaying or defrauding creditors of the Company or others; and



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                  (viii) the Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to the Legal Defeasance or
         the Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
             Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying Trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, interest and
Liquidated Damages, if any, but such money need not be segregated from other
funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the written request
of the Company and be relieved of all liability with respect to any money or
non-callable Government Securities held by it as provided in Section 8.04 hereof
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to The Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, or
Liquidated Damages, if any, and interest on any Note and remaining unclaimed for
one year after such principal, and premium, and interest or Liquidated Damages,
if any, has become due and payable shall be paid to the Company on its written
request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as Trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York
Times and/or The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Company.

Section 8.07 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court


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<PAGE>

or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, interest or Liquidated Damages, if
any, on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of the Notes.

         Notwithstanding Section 9.02 of this Indenture, without the consent of
any Holder of Notes, the Company, the Guarantors and the Trustee (or, with
respect to the Security Documents, the Collateral Agent, at the written
direction of the Trustee) may amend or supplement this Indenture, the Note
Guarantees, the Security Documents or the Notes:

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

                  (ii) to provide for uncertificated Notes in addition to or in
         place of certificated Notes;

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

                  (iv) to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect the legal rights hereunder of any Holder of the Notes;

                  (v) to provide for Liens securing the Notes in accordance with
         Section 4.12 hereof;

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

                  (vii) to allow any Guarantor to execute a supplemental
         indenture and/or a Note Guarantee with respect to the Notes.

         Upon the written request of the Company accompanied by resolutions of
the Board of Directors or other governing body of the Company authorizing the
execution of any such amended or supplemental indenture or amendment to a
Security Document, and upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee (or the Collateral Agent, as applicable) shall
join with the Company and the Guarantors in the execution of any amended or
supplemental indenture or amendment to a Security Document authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee (or
the Collateral Agent, as applicable) shall not be obligated to enter into such
amended or supplemental indenture or amendment to a Security Document that


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affects its own rights, duties or immunities under this Indenture, the Security
Documents or otherwise.

Section 9.02 With Consent of Holders of Notes.

         Except as provided in the next two succeeding paragraphs, this
Indenture (including Sections 3.09, 4.10 and 4.11 hereof), the Notes, the
Security Documents and the Note Guarantees may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
Notes then outstanding voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for Notes), and subject to
Sections 6.04 and 6.07 hereof any existing Default or Event of Default or
compliance with any provision of this Indenture, the Note Guarantees, the
Security Documents or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for Notes). In
addition, without the consent of the Holders of at least 85% in aggregate
principal amount of the Notes then outstanding, an amendment or waiver may not
make any change to, or be effective with respect to, any of the provisions of
this Indenture or the Security Documents relating to the Collateral.

         Upon the request of the Company accompanied by resolutions of the Board
of Directors or other governing body of the Company authorizing the execution of
any such amended or supplemental indenture or amendment to a Security Document,
and upon the filing with the Trustee of evidence satisfactory to the Trustee of
the consent of the Holders of Notes as aforesaid, and upon receipt by the
Trustee of the documents described in Section 9.06 hereof, the Trustee (or
Collateral Agent, as applicable) shall join with the Company and the Guarantors
in the execution of such amended or supplemental indenture or amendment to a
Security Document unless such amended or supplemental indenture or amendment to
a Security Document affects the Trustee's (or the Collateral Agent's) own
rights, duties or immunities under this Indenture, the Security Documents or
otherwise, in which case the Trustee may, but shall not be obligated to, enter
into (or direct the Collateral Agent to enter into) such amended or supplemental
indenture or amendment to a Security Document, as the case may be.

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

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

         Without the consent of each Holder affected, an amendment or waiver may
not (with respect to any Notes held by a non-consenting Holder):

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

                  (ii) reduce the principal of or change the fixed maturity of
         any Note or alter the provisions with respect to the redemption of the
         Notes (except as provided above with respect to Sections 3.09, 4.10 and
         4.11 hereof);



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<PAGE>

                  (iii) reduce the rate of or change the time for payment of
         interest or Liquidated Damages, including default interest, on any
         Note;

                  (iv) waive a Default or Event of Default in the payment of
         principal of or premium or Liquidated Damages, if any, interest on the
         Notes including, without limitation, payment of the Change of Control
         Payment or the Asset Sale Offer Price (except a rescission of
         acceleration of the Notes by the Holders of at least a majority in
         aggregate principal amount of the then outstanding Notes and a waiver
         of the payment default that resulted from such acceleration);

                  (v) make any Note payable in money other than that stated in
         the Notes;

                  (vi) make any change in the provisions of this Indenture
         relating to waivers of Defaults or the rights of Holders of Notes to
         receive payments of principal of or premium or Liquidated Damages, if
         any, or interest on the Notes;

                  (vii) waive a redemption payment with respect to any Note; or

                  (viii) make any change in the foregoing amendment and waiver
         provisions; or

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

Section 9.03 Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture, the Note Guarantee or
the Notes shall be set forth in an amended or supplemental Indenture that
complies with the TIA as then in effect.

Section 9.04 Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.



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<PAGE>

         The Trustee shall sign any amended or supplemental indenture or amended
Security Document authorized pursuant to this Article 9 if the amendment or
supplement does not adversely affect the rights, duties, liabilities or
immunities of the Trustee or the Collateral Agent, as applicable. The Company
may not sign an amendment or supplemental indenture or amendment to a Security
Document until the Board of Directors approves it. In signing or refusing to
sign any amended or supplemental indenture (or in directing the Collateral Agent
to sign or not sign an amendment to any Security Document) the Trustee shall be
entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture or Security Document is
authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Company and, to the extent
applicable, each Guarantor in accordance with its terms.

                                   ARTICLE 10.
                             COLLATERAL AND SECURITY

Section 10.01 Security Documents.

         The due and punctual payment of the principal of and interest and
Liquidated Damages, if any, on the Notes when and as the same shall be due and
payable, whether on an interest payment date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of
and interest and Liquidated Damages (to the extent permitted by law), if any, on
the Notes and performance of all other obligations of the Company to the Holders
of Notes or the Trustee under this Indenture and the Notes, according to the
terms hereunder or thereunder, shall be secured as provided in the Security
Documents which the Company has entered into simultaneously with the execution
of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and
agrees to the terms of the Security Documents (including, without limitation,
the provisions providing for foreclosure and release of Collateral) as the same
may be in effect or may be amended from time to time in accordance with its
terms, appoints the Trustee to act as the "Collateral Agent" thereunder and
authorizes and directs the Trustee, as the Collateral Agent, to enter into the
Security Documents and to perform its obligations and exercise its rights
thereunder in accordance therewith. The Company shall do or cause to be done all
such acts and things as may be necessary or proper, or as may be required by the
provisions of the Security Documents, to assure and confirm to the Trustee and
the Collateral Agent the security interest in the Collateral contemplated
hereby, by the Security Documents or any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and of the Notes secured hereby, according to the intent and
purposes herein expressed. The Company shall take, or shall cause its
Subsidiaries to take any and all actions reasonably required to cause the
Security Documents to create and maintain, as security for the Obligations of
the Company hereunder, a valid and enforceable perfected first priority Lien in
and on all the Collateral, in favor of the Collateral Agent for its benefit and
the ratable benefit of the Holders of Notes, superior to and prior to the rights
of all third Persons and subject to no Liens (other than Liens permitted by the
Security Documents).

Section 10.02 Recording and Opinions.

         (a) The Company shall furnish to the Collateral Agent and the Trustee
on August 1, in each year beginning with August 1, 2001 , an Opinion of Counsel,
dated as of such date, either (i) (A) stating that, in the opinion of such
counsel, action has been taken with respect to the recording, registering,
filing, re-recording, re-registering and re-filing of all supplemental
indentures, financing statements, continuation statements or other instruments
of further assurance as is necessary to maintain the Lien of the Security
Documents and reciting with respect to the security interests in the Collateral
the details of such action or referring to prior Opinions of Counsel in which


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<PAGE>

such details are given, (B) stating that, based on relevant laws as in effect on
the date of such Opinion of Counsel, all financing statements and continuation
statements have been executed and filed that are necessary as of such date and
during the succeeding 12 months fully to preserve and protect, to the extent
such protection and preservation are possible by filing, the rights of the
Holders of Notes and the Collateral Agent and the Trustee hereunder and under
the Security Documents with respect to the security interests in the Collateral,
or (ii) stating that, in the opinion of such counsel, no such action is
necessary to maintain such Lien and assignment.

         (b) The Company shall otherwise comply with the provisions of TIAss.
314(d).

Section 10.03 Release of Collateral.

         (a) Subject to subsections (b), (c) and (d) of this Section 10.03,
Collateral may be released from the Lien and security interest created by the
Security Documents at any time or from time to time in accordance with the
provisions of the Security Documents and as provided hereby. Upon the request of
the Company pursuant to an Officer's Certificate certifying that all conditions
precedent to such release hereunder and under the Security Documents have been
met, the Collateral Agent shall release Collateral. Upon receipt of such
Officer's Certificate, the Collateral Agent shall (at the sole cost and expense
of the Company) execute, deliver or acknowledge any necessary or proper
instruments of termination, satisfaction or release to evidence the release of
any Collateral permitted to be released pursuant to this Indenture or the
Security Documents.

         (b) No Collateral shall be released from the Lien and security interest
created by the Security Documents pursuant to the provisions of the Security
Documents unless there shall have been delivered to the Collateral Agent the
certificate required by this Section 10.03.

         (c) At any time when a Default or Event of Default shall have occurred
and be continuing and the maturity of the Notes shall have been accelerated
(whether by declaration or otherwise) and the Trustee shall have delivered a
notice of acceleration to the Collateral Agent (unless the Trustee is the
Collateral Agent, in which case no such notice shall be required), no release of
Collateral pursuant to the provisions of the Security Documents shall be
effective as against the Holders of Notes.

         (d) The release of any Collateral from the terms of this Indenture and
the Security Documents shall not be deemed to impair the security under this
Indenture in contravention of the provisions hereof if and to the extent the
Collateral is released pursuant to the terms of the Security Documents. To the
extent applicable, the Company shall cause TIA ss. 313(b), relating to reports,
and TIA ss. 314(d), relating to the release of property or securities from the
Lien and security interest of the Security Documents and relating to the
substitution therefor of any property or securities to be subjected to the Lien
and security interest of the Security Documents, to be complied with. Any
certificate or opinion required by TIA ss. 314(d) may be made by an Officer of
the Company except in cases where TIA ss. 314(d) requires that such certificate
or opinion be made by an independent Person, which Person shall be an
independent engineer, appraiser or other expert selected or approved by the
Trustee and the Collateral Agent in the exercise of reasonable care.

Section 10.04 Certificates of the Company.

         The Company shall furnish to the Trustee and the Collateral Agent,
prior to each proposed release of Collateral pursuant to the Security Documents,
(i) all documents required by TIA ss. 314(d) and (ii) an Opinion of Counsel,
which may be rendered by internal counsel to the Company, to the effect that


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<PAGE>

such accompanying documents constitute all documents required by TIA ss. 314(d).
The Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof,
accept as conclusive evidence of compliance with the foregoing provisions the
appropriate statements contained in such documents and such Opinion of Counsel.

Section 10.05 Certificates of the Trustee.

         In the event that the Company wishes to release Collateral in
accordance with the Security Documents and has delivered the certificates and
documents required by the Security Documents and Sections 10.03 and 10.04
hereof, the Trustee shall determine whether it has received all documentation
required by TIA ss. 314(d) in connection with such release and, based on such
determination and the Opinion of Counsel delivered pursuant to Section 10.02,
shall deliver a certificate to the Collateral Agent setting forth such
determination; provided, however, that so long as the Trustee is the Collateral
Agent, the requirement that the Trustee deliver a certificate to the Collateral
Agent shall not be applicable.

Section 10.06 Authorization of Actions to Be Taken by the Trustee Under the
              Security Documents.

         Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee
shall, in its sole discretion and without the consent of the Holders of Notes,
direct, on behalf of the Holders of Notes, the Collateral Agent to take all
actions it deems necessary or appropriate in order to (a) enforce any of the
terms of the Security Documents and (b) collect, receive and distribute any and
all amounts payable in respect of the Obligations of the Company hereunder. The
Trustee shall have power to institute and maintain such suits and proceedings as
it may deem expedient to prevent any impairment of the Collateral by any acts
that may be unlawful or in violation of the Security Documents or this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interests and the interests of the Holders of Notes in
the Collateral (including power to institute and maintain suits or proceedings
to restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise
invalid if the enforcement of, or compliance with, such enactment, rule or order
would impair the security interest hereunder or be prejudicial to the interests
of the Holders of Notes or of the Trustee).

Section 10.07 Authorization of Receipt of Funds by the Trustee Under the
              Security Documents.

         The Trustee is authorized to receive any funds for the benefit of the
Holders of Notes distributed under the Security Documents, and to make further
distributions of such funds to the Holders of Notes according to the provisions
of this Indenture.

Section 10.08 Termination of Security Interest.

         If the Trustee is not the Collateral Agent, upon the payment in full of
all Obligations of the Company under this Indenture and the Notes, or upon Legal
Defeasance, the Trustee shall, at the request of the Company, deliver a
certificate to the Collateral Agent stating that such Obligations have been paid
in full, and instruct the Collateral Agent to release the Liens pursuant to this
Indenture and the Security Documents.

                                   ARTICLE 11.
                                 NOTE GUARANTEES



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Section 11.01 Guarantee.

         Subject to this Section 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest and Liquidated Damages, if any, on the Notes will be promptly
paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and interest on the Notes,
if any, if lawful, 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 (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

         The Guarantors hereby agree that their 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, any 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 covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, 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 6 hereof
for the purposes of this Note 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 declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Note Guarantees.

Section 11.02 Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes


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of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.03 Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form included in Exhibit E shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Presidents.

         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

         If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

         If required by Section 4.18 hereof, the Company shall cause its
Subsidiaries to execute supplemental indentures to this Indenture and Note
Guarantees in accordance with Section 4.18 hereof and this Article 11, to the
extent applicable and to execute an assumption agreement to the Security
Agreement and such other documents and instruments in connection with the
Security Documents and the Collateral as the Trustee or the Collateral Agent
shall reasonably request.

Section 11.04 Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 11.05, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person (other than the Company or a Guarantor) whether
or not affiliated with such Guarantor unless:

                  (A) subject to Section 11.05 hereof, the Person formed by or
         surviving any such consolidation or merger (if other than a Guarantor
         or the Company) unconditionally assumes all the obligations of such
         Guarantor, pursuant to a supplemental indenture in form and substance
         reasonably satisfactory to the Trustee, under the Notes and the
         Indenture.

                  (B) immediately after giving effect to such transaction, no
         Default or Event of Default exists.



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<PAGE>

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental Indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Article 4 and Article 5 hereof, and
notwithstanding clauses (A) and (B) above, nothing contained in this Indenture
or in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

Section 11.05 Releases Following Sale of Assets.

         In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, in each case to a
Person that is not (either before or after giving effect to such transactions) a
Subsidiary of the Company, then such Guarantor (in the event of a sale or other
disposition, by way of merger, consolidation or otherwise, of all of the capital
stock of such Guarantor) or the Person acquiring the property (in the event of a
sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under its Note
Guarantee; provided that the Net Proceeds of such sale or other disposition are
applied in accordance with the applicable provisions of this Indenture,
including without limitation Section 4.11 hereof. Upon delivery by the Company
to the Trustee of an Officer's Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company in accordance
with the provisions of this Indenture, including without limitation Section 4.11
hereof, the Trustee shall execute any documents reasonably required in order to
evidence the release of any Guarantor from its obligations under its Note
Guarantee.

         A Guarantor will be released from its obligations under its Note
Guarantee:

                  (i) upon legal Defeasance or Covenant Defeasance:

                  (ii) if the Company properly designates any Restricted
         Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

                  (iii) if the Guarantor is no longer a borrower under or a
         guarantor of the Revolving Credit Facility.

         Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Section 11.



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                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

         (1) either:

         (a) all Notes that have been authenticated (except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
Company) have been delivered to the Trustee for cancellation; or

         (b) all Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the mailing of a notice of
redemption or otherwise or will become due and payable within one year and the
Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium and
Liquidated Damages, if any, and accrued interest to the date of maturity or
redemption;

         (2) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or any
Guarantor is a party or by which the Company or any Guarantor is bound;

         (3) the Company or any Guarantor has paid or caused to be paid all sums
payable by it under this Indenture; and

         (4) the Company has delivered irrevocable instructions to the Trustee
under this Indenture to apply the deposited money toward the payment of the
Notes at maturity or the redemption date, as the case may be.

         In addition, the Company must deliver an Officer's Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section, the provisions of Section 12.02 and Section 8.06
shall survive.

Section 12.02 Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest and Liquidated Damages, if


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any, for whose payment such money has been deposited with the Trustee; but such
money need not be segregated from other funds except to the extent required by
law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01; provided that if the Company has made any payment of principal
of, premium, or Liquidated Damages, if any, and interest on any Notes because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss.318(c), the imposed duties shall control.

Section 13.02 Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the other is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

         If to the Company and/or any Guarantor:

                  French Fragrances, Inc.
                  14100 NW 60th Avenue
                  Miami Lakes, Florida 33014
                  Attention:  Oscar Marina, Esq.
                  Telecopier No:  (305) 818-8010

         With a copy to:

                  Weil, Gotshal and Manges LLP
                  767 Fifth Avenue
                  New York, New York  10153
                  Attention:  Rod Miller, Esq.
                  Telecopier No:  (212) 310-8007



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<PAGE>

         If to the Trustee/Collateral Agent:

                  HSBC Bank USA
                  140 Broadway, 12th Floor
                  New York, NY  10005
                  Telecopier No:  (212) 658-6425
                  Attention:  Issuer Services

         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier promising next Business Day delivery, except that notices and
communications to the Trustee or the Collateral Agent shall be deemed duly given
and effective only upon receipt.

         Any notice or communication to a Holder shall be mailed by first class
mail or by overnight air courier promising next Business Day delivery to its
address shown on the register kept by the Registrar. Any notice or communication
shall also be so mailed to any Person described in TIA ss. 313(c), to the extent
required by the TIA. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA ss. 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture (other than the initial issuance of the Series A
Notes), the Company shall furnish to the Trustee upon request:

         (a) an Officer's Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and



                                       81
<PAGE>

         (b) an Opinion of Counsel in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

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

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

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

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

Section 13.06 Rules by Trustee and Agents.

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

Section 13.07 No Personal Liability of Directors, Officers, Employees and
              Stockholders.

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

Section 13.08 Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other Indenture, loan
or debt agreement of the Company or their Subsidiaries or of any other Person.
Any such Indenture, loan or debt agreement may not be used to interpret this
Indenture.



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<PAGE>

Section 13.10 Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind their respective successors and assigns. All agreements of each Guarantor
in this Indenture shall bind its successors, except as otherwise provided in
Section 11.05 All agreements of the Trustee in this Indenture shall bind its
successors and assigns.

Section 13.11 Severability.

         In case any provision in this Indenture or in the Notes 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 13.12 Counterpart Originals.

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

Section 13.13 Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

Section 13.14 Effectiveness.

         As to FFI GmBH, the effectiveness of this Indenture is subject to the
Articles of Association of FFI GmBH, as amended on January 22, 2001, being
registered with the commercial registry of the Canton of Zug and published with
the Swiss Official Gazette ("Schweizerisches Handelsamtsblatt").

Section 13.15 Consent of Jurisdiction and Service of Process.

         FFI GmbH irrevocably consents to the jurisdiction of the courts of the
State of New York and the courts of the United States of America located in the
Borough of Manhattan, City and State of New York over any suit, action or
proceeding with respect to this Indenture or the transactions contemplated
hereby. FFI GmbH waives any objection that it may have to the venue of any suit,
action or proceeding with respect to the Indenture, Subsidiary Guarantee,
Security Agreement or the transactions contemplated thereby in the courts of the
State of New York or the courts of the United States of America, in each case,
located in the Borough of Manhattan, City and State of New York, or that such
suit, action or proceeding brought in the courts of the State of New York or the
United States of America, in each case, located in the Borough of Manhattan,
City and State of New York was brought in an inconvenient court and agrees not
to plead or claim the same. FFI GmbH irrevocably appoints French Fragrances,
Inc., 1345 Avenue of the Americas, New York, New York 10105, as its authorized
agent in the State of New York upon which process may be served in any such suit
or proceedings, and agrees that service of process upon such agent, and written
notice of said service to FFI GmbH (Attention: Secretary), by the person serving
the same to the address provided in Section 13.02, shall be deemed in every
respect effective service of process upon FFI GmbH in any such suit or
proceeding. FFI GmbH further agrees to take any and all action as may be
necessary to maintain such designation and appointment of such agent in full
force and effect for a period of 10 years from the date hereof.


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                         [Signatures on following page]
















                                       84
<PAGE>

                                   SIGNATURES

Dated as of January 23, 2001

                                French Fragrances, Inc.



                                By:   /s/ Oscar E. Marina
                                   --------------------------------------------
                                   Name:  Oscar E. Marina
                                   Title: Senior Vice President







                                HSBC Bank USA,
                                as Trustee



                                By:   /s/ Frank J. Godino
                                   --------------------------------------------
                                   Name:  Frank J. Godino
                                   Title: Vice President







                                FD Management, Inc.



                                By:   /s/ Oscar E. Marina
                                   --------------------------------------------
                                   Name:  Oscar E. Marina
                                   Title: Secretary
<PAGE>

                                DF Enterprises, Inc.,



                                By:   /s/ Oscar E. Marina
                                   --------------------------------------------
                                   Name:  Oscar E. Marina
                                   Title: Secretary







                                FFI International, Inc.



                                By:   /s/ Oscar E. Marina
                                   --------------------------------------------
                                   Name:  Oscar E. Marina
                                   Title: Secretary







                                FFI GmbH



                                By:   /s/ Oscar E. Marina
                                   --------------------------------------------
                                   Name:  Oscar E. Marina
                                   Title: Attorney-in-fact







                                       2