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                                                                     Exhibit 4.4
                                                                  EXECUTION COPY

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                           UNITED AGRI PRODUCTS, INC.

                     AND EACH OF THE GUARANTORS PARTY HERETO

                          8 1/4 % SENIOR NOTES DUE 2011

                                   ----------

                                    INDENTURE

                          Dated as of December 16, 2003

                                   ----------

                                   ----------

                               JPMORGAN CHASE BANK

                                   as Trustee

                                   ----------

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                                TABLE OF CONTENTS

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                                                                                  Page
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                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

<S>                                                                                <C>
Section 1.01     Definitions.....................................................   1
Section 1.02     Other Definitions...............................................  25
Section 1.03     Incorporation by Reference of Trust Indenture Act...............  26
Section 1.04     Rules of Construction...........................................  26

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01     Form and Dating.................................................  27
Section 2.02     Execution and Authentication....................................  28
Section 2.03     Registrar and Paying Agent......................................  28
Section 2.04     Paying Agent to Hold Money in Trust.............................  29
Section 2.05     Holder Lists....................................................  29
Section 2.06     Transfer and Exchange...........................................  29
Section 2.07     Replacement Notes...............................................  41
Section 2.08     Outstanding Notes...............................................  42
Section 2.09     Treasury Notes..................................................  42
Section 2.10     Temporary Notes.................................................  42
Section 2.11     Cancellation....................................................  42
Section 2.12     Defaulted Interest..............................................  43
Section 2.13     CUSIP Numbers...................................................  43
Section 2.14     Issuance of Additional Notes....................................  43

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01     Notices to Trustee..............................................  44
Section 3.02     Selection of Notes to Be Redeemed or Purchased..................  44
Section 3.03     Notice of Redemption............................................  44
Section 3.04     Effect of Notice of Redemption..................................  45
Section 3.05     Deposit of Redemption or Purchase Price.........................  45
Section 3.06     Notes Redeemed or Purchased in Part.............................  46
Section 3.07     Optional Redemption.............................................  46
Section 3.08     Mandatory Redemption............................................  47
Section 3.09     Offer to Purchase by Application of Excess Proceeds.............  47

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01     Payment of Notes................................................  48
Section 4.02     Maintenance of Office or Agency.................................  49
Section 4.03     Reports.........................................................  49
Section 4.04     Compliance Certificate..........................................  50
Section 4.05     Taxes...........................................................  51
Section 4.06     Stay, Extension and Usury Laws..................................  51
Section 4.07     Restricted Payments.............................................  51
Section 4.08     Dividend and Other Payment Restrictions Affecting Subsidiaries..  56
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<TABLE>
<S>                                                                                <C>
Section 4.09     Incurrence of Indebtedness and Issuance of Preferred Stock......  57
Section 4.10     Asset Sales.....................................................  62
Section 4.11     Transactions with Affiliates....................................  63
Section 4.12     Liens...........................................................  65
Section 4.13     Corporate Existence.............................................  65
Section 4.14     Offer to Repurchase Upon Change of Control......................  65
Section 4.15     Limitation on Issuances of Guarantees of Indebtedness...........  67
Section 4.16     Additional Note Guarantees......................................  67
Section 4.17     Designation of Restricted and Unrestricted Subsidiaries.........  67

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01     Merger, Consolidation, or Sale of Assets........................  68
Section 5.02     Successor Corporation Substituted...............................  69

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01     Events of Default...............................................  69
Section 6.02     Acceleration....................................................  71
Section 6.03     Other Remedies..................................................  71
Section 6.04     Waiver of Past Defaults.........................................  71
Section 6.05     Control by Majority.............................................  72
Section 6.06     Limitation on Suits.............................................  72
Section 6.07     Rights of Holders of Notes to Receive Payment...................  72
Section 6.08     Collection Suit by Trustee......................................  73
Section 6.09     Trustee May File Proofs of Claim................................  73
Section 6.10     Priorities......................................................  73
Section 6.11     Undertaking for Costs...........................................  74

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01     Duties of Trustee...............................................  74
Section 7.02     Rights of Trustee...............................................  75
Section 7.03     Individual Rights of Trustee....................................  75
Section 7.04     Trustee's Disclaimer............................................  76
Section 7.05     Notice of Defaults..............................................  76
Section 7.06     Reports by Trustee to Holders of the Notes......................  76
Section 7.07     Compensation and Indemnity......................................  76
Section 7.08     Replacement of Trustee..........................................  77
Section 7.09     Successor Trustee by Merger, etc................................  78
Section 7.10     Eligibility; Disqualification...................................  78
Section 7.11     Preferential Collection of Claims Against Company...............  78

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01     Option to Effect Legal Defeasance or Covenant Defeasance........  78
Section 8.02     Legal Defeasance and Discharge..................................  79
Section 8.03     Covenant Defeasance.............................................  79
Section 8.04     Conditions to Legal or Covenant Defeasance......................  80
Section 8.05     Deposited Money and Government Securities to be Held in Trust;
                    Other Miscellaneous Provisions...............................  81
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<TABLE>
<S>                                                                                <C>
Section 8.06     Repayment to Company............................................  81
Section 8.07     Reinstatement...................................................  81

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01     Without Consent of Holders of Notes.............................  82
Section 9.02     With Consent of Holders of Notes................................  82
Section 9.03     Compliance with Trust Indenture Act.............................  84
Section 9.04     Revocation and Effect of Consents...............................  84
Section 9.05     Notation on or Exchange of Notes................................  84
Section 9.06     Trustee to Sign Amendments, etc.................................  84

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01.   Guarantee.......................................................  84
Section 10.02.   Limitation on Guarantor Liability...............................  85
Section 10.03.   Execution and Delivery of Note Guarantee........................  86
Section 10.04.   Guarantors May Consolidate, etc., on Certain Terms..............  86
Section 10.05.   Releases........................................................  87

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01    Satisfaction and Discharge......................................  88
Section 11.02    Application of Trust Money......................................  88

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01    Trust Indenture Act Controls....................................  89
Section 12.02    Notices.........................................................  89
Section 12.03    Communication by Holders of Notes with Other Holders of Notes...  90
Section 12.04    Certificate and Opinion as to Conditions Precedent..............  90
Section 12.05    Statements Required in Certificate or Opinion...................  90
Section 12.06    Rules by Trustee and Agents.....................................  91
Section 12.07    No Personal Liability of Directors, Officers, Employees and
                    Stockholders.................................................  91
Section 12.08    Governing Law...................................................  91
Section 12.09    No Adverse Interpretation of Other Agreements...................  91
Section 12.10    Successors......................................................  91
Section 12.11    Severability....................................................  91
Section 12.12    Counterpart Originals...........................................  92
Section 12.13    Table of Contents, Headings, etc................................  92
</TABLE>

                                    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 NOTE GUARANTEE
Exhibit E    FORM OF SUPPLEMENTAL INDENTURE

                                      iii

<PAGE>

     INDENTURE dated as of December 16, 2003 among United Agri Products, Inc., a
Delaware corporation (the "Company"), the Guarantors as signatories hereto (each
a "Guarantor" and collectively, the "Guarantors") and JPMorgan Chase Bank, as
trustee (the "Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined below) of the 8 1/4% Senior Notes due 2011 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

     "144A Global Note" means a 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 shall be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

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

          (1) Indebtedness of any other Person existing at the time such other
     Person is merged or consolidated with or into or became a Restricted
     Subsidiary of such specified Person, whether or not such Indebtedness is
     incurred in connection with, or in contemplation of, such other Person
     merging with or into, or becoming a Restricted Subsidiary of, such
     specified Person; and

          (2) Indebtedness secured by a Lien encumbering any asset acquired by
     such specified Person.

     "Acquisition Documents" means the Stock Purchase Agreement, Apollo
Registration Rights Agreement, Buyer Transition Services Agreement, Seller
Transition Services Agreement, Preferred Letter, Canadian Operations Assignment
and Assumption Agreement, Merger Agreement, Retention Agreements, Deferred
Compensation Plan, Stock Option Plan, Investor Rights Agreement, Rabbi Trust
Agreement and Lease Assignments.

     "Additional Notes" means any Notes (other than the Initial Notes), if any,
issued under this Indenture in accordance with Sections 2.02, 2.14 and 4.09
hereof.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings. For purposes of this Indenture, ConAgra Foods, Inc. and
its Affiliates shall not be deemed to be an Affiliate of the Company or any of
its Subsidiaries so long as they beneficially own securities representing less
than 35% of the voting power of the Company or Holdings; provided that Apollo
and its Affiliates beneficially own securities representing a greater percentage
of the voting power of the Company or Holdings than ConAgra Foods, Inc. and its
Affiliates.

                                       1

<PAGE>

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

     "Apollo" means Apollo Management V, L.P.

     "Apollo Registration Rights Agreement" means the registration rights
agreement among UAP Holding Corp. and the affiliates of Apollo identified on the
signature page thereto.

     "Applicable Premium" means, with respect to any Note on any redemption
date, the greater of:

          (1) 1.0% of the principal amount of the Note; or

          (2) the excess of: (a) the present value at such redemption date of
     (i) the redemption price of the Note at December 15, 2007, (such redemption
     price being set forth in the table appearing in Section 3.07(c) hereof)
     plus (ii) all required interest payments due on the Note through December
     15, 2007, (excluding accrued but unpaid interest to the redemption date),
     computed using a discount rate equal to the Treasury Rate as of such
     redemption date plus 50 basis points; over (b) the principal amount of the
     Note.

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

     "Asset Sale" means

(1)  the sale, lease (other than operating leases entered into in the ordinary
     course of business), conveyance or other disposition of any assets or
     rights; provided that the sale, lease, conveyance or other disposition of
     all or substantially all of the assets of the Company and its Restricted
     Subsidiaries taken as a whole shall be governed by Section 4.14 and 5.01 of
     this Indenture and not Section 4.10 of this Indenture; and

(2)  the issuance or sale of Equity Interests in any of the Company's Restricted
     Subsidiaries (other than directors' qualifying shares).

     Notwithstanding the preceding, none of the following items shall be deemed
to be an Asset Sale:

(1)  any single transaction or series of related transactions that involves
     assets having a Fair Market Value of less than $3.0 million;

(2)  a transfer of Capital Stock or other assets or rights between or among the
     Company and its Wholly-Owned Restricted Subsidiaries,

(3)  an issuance of Capital Stock by a Restricted Subsidiary of the Company to
     the Company or to a Wholly-Owned Restricted Subsidiary of the Company;

(4)  the sale or lease of products, services or accounts receivable in the
     ordinary course of business and any sale or other disposition of damaged,
     worn-out or obsolete assets in the ordinary course of business;

(5)  the sale or other disposition of cash or Cash Equivalents;

(6)  a Restricted Payment that does not violate Section 4.07 of this Indenture
     or a Permitted Investment;

                                       2

<PAGE>

(7)  the sale or transfer of accounts receivable pursuant to a Qualified
     Receivables Transaction;

(8)  sales or grants of licenses to use the Company's or any Restricted
     Subsidiary's patents, trade secrets, know-how and technology to the extent
     that such license does not prohibit the licensor from using the patent,
     trade secret, know-how or technology;

(9)  sales of assets received by the Company or any of its Restricted
     Subsidiaries upon the foreclosure on a Lien;

(10) Capacity Arrangements;

(11) sales or exchanges of equipment in connection with the purchase or other
     acquisition of other equipment, in each case used or useful in a Permitted
     Business; and

(12) the disposition of any Capital Stock or other ownership interest in or
     assets or rights of an Unrestricted Subsidiary.

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

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

     "Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation or any committee thereof duly authorized to act on behalf of
     such board;

          (2) with respect to a partnership, the Board of Directors of the
     general partner of the partnership;

          (3) with respect to a limited liability company, the managing member
     or members or any controlling committee of managing members thereof; and

          (4) with respect to any other Person, the board or committee of such
     Person serving a similar function.

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

(1)  85% of the face amount of all accounts receivable owned by the Company and
     its Restricted Subsidiaries as of the end of the most recent fiscal quarter
     preceding such date that were not more than 60 days past due; plus

(2)  55% of the book value of all inventory, net of reserves in accordance with
     past practice, owned by the Company and its Restricted Subsidiaries as of
     the end of the most recent fiscal quarter preceding such date;

                                        3

<PAGE>

provided, however, that any accounts receivable owned by a Receivables
Subsidiary, or which the Company or any of its Subsidiaries has agreed to
transfer to a Receivables Subsidiary, shall be excluded for purposes of
determining such amount.

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

     "Buyer Transition Services Agreement" means the Transition Services
Agreement dated as of November 24, 2003 among ConAgra Foods, Inc., UAP Holding
Corp. and each of the other companies listed on the signature pages thereto.

     "Canadian Operations Assignment and Assumption Agreement" means the UAP
Canada Asset Purchase Agreement dated as of November 18, 2003 between ConAgra
Limited and United Agri Products Canada Inc.

     "Capacity Arrangements" means any agreement or arrangement involving,
relating to or otherwise facilitating, (1) requirement contracts, (2) tolling
arrangements or (3) the reservation or presale of production capacity of the
Company or its Restricted Subsidiaries by one or more third parties.

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

     "Capital Stock" means:

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

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

          (3) in the case of a partnership or limited liability company,
     partnership interests (whether general or limited) or membership interests;
     and

          (4) any other interest or participation that confers on a Person the
     right to receive a share of the profits and losses of, or distributions of
     assets of, the issuing Person, but excluding from all of the foregoing any
     debt securities convertible into Capital Stock, whether or not such debt
     securities include any right of participation with Capital Stock.

     "Cash Equivalents" means:

          (1) United States dollars, Canadian dollars, or in the case of any
     Foreign Subsidiary, such local currencies held by it from time to time in
     the ordinary course of business;

          (2) securities issued or directly and fully guaranteed or insured by
     the United States or Canadian government or any agency or instrumentality
     thereof (provided that the full faith and credit of the respective country
     is pledged in support of those securities) having maturities of not more
     than one year from the date of acquisition;

          (3) certificates of deposit, time deposits and eurodollar time
     deposits with maturities of one year or less from the date of acquisition,
     bankers' acceptances with maturities not

                                       4

<PAGE>

     exceeding one year and overnight bank deposits, in each case, with any
     United States or Canadian commercial bank having capital and surplus in
     excess of $250.0 million;

          (4) repurchase obligations with a term of not more than 30 days for
     underlying securities of the types described in clauses (2) and (3) above
     entered into with any financial institution meeting the qualifications
     specified in clause (3) above;

          (5) commercial paper having one of the two highest ratings obtainable
     from Moody's or S&P, or if Moody's and S&P cease to exist, any other
     nationally recognized statistical rating organization designated by the
     Board of Directors of the Company and in each case maturing within one year
     after the date of acquisition;

          (6) marketable direct obligations issued by any State of the United
     States of America or any political subdivision of any such State or any
     public instrumentality maturing within one year from the date of
     acquisition and, at the time of acquisition, having one of the two highest
     ratings obtainable from either Moody's or S&P, or if Moody and S&P cease to
     exist, any other nationally recognized statistical rating organization
     designated by the Board of Directors of the Company;

          (7) Indebtedness issued by other Persons (other than Apollo or any of
     its Affiliates) maturing within one year from the date of acquisition and,
     at the time of acquisition, having one of the two highest ratings
     obtainable from either Moody's or S&P, or if Moody's and S&P cease to
     exist, any other nationally recognized statistical rating organization
     designated by the Board of Directors of the Company;

          (8) money market funds, substantially all of the assets of which
     constitute Cash Equivalents of the kinds described in clauses (1) through
     (7) of this definition; and

          (9) overnight deposits and demand deposit accounts (in the respective
     local currencies) maintained in the ordinary course of business.

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

          (1) the direct or indirect 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
     properties or assets of the Company and its Subsidiaries taken as a whole
     to any "person" (as that term is used in Section 13(d) of the Exchange Act)
     other than a Permitted Holder or a Permitted Group;

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

          (3) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that any
     "person" (as defined above), other than a Permitted Holder or a Permitted
     Group, becomes the Beneficial Owner, directly or indirectly, of more than
     50% of the Voting Stock of the Company or Holdings, measured by voting
     power rather than number of shares;

          (4) after an initial public offering of the Company or any direct or
     indirect parent of the Company, the first day on which any "Person" (as
     defined above) other than a Permitted Holder or Permitted Group, together
     with any Affiliates or Related Persons of such person, shall succeed in
     having a sufficient number of its nominees elected to the Board of
     Directors of the

                                       5

<PAGE>

     Company or Holdings such that such nominees, when added to any existing
     director remaining on the Board of Directors of the Company or Holdings
     after such election who was a nominee of, or is an Affiliate or Related
     Person of, such person, shall constitute a majority of the Board of
     Directors of the Company or Holdings; or

          (5) the first day on which Holdings ceases to own a majority of the
     outstanding Capital Stock of the Company.

     "Clearstream" means Clearstream Banking, S.A.

     "Common Stock" means any and all shares, interests or other participations
in, and other equivalents (however designated and whether voting or nonvoting)
of, such Person's common stock, whether outstanding on the date of this
Indenture or issued after the date of this Indenture, including all series and
classes of such common stock.

     "Company" means United Agri Products, Inc., and any and all successors
thereto.

     "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

          (1) an amount equal to any extraordinary loss plus any net loss
     realized by such Person or any of its Restricted Subsidiaries in connection
     with an Asset Sale, to the extent such losses were deducted in computing
     such Consolidated Net Income; plus

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

          (3) the Fixed Charges of such Person and its Restricted Subsidiaries
     for such period, to the extent that such Fixed Charges were deducted in
     computing such Consolidated Net Income; plus

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

          (5) non-cash items increasing such Consolidated Net Income for such
     period, other than (a) the accrual of revenue in the ordinary course of
     business and (b) reversals of prior accruals and reserves for cash items
     previously excluded from Consolidated Cash Flow pursuant to clause (4) of
     this definition;

in each case, on a consolidated basis and determined in accordance with GAAP.

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

                                       6

<PAGE>

          (1) the Net Income (if positive) of any Person that is not a
     Restricted Subsidiary of the specified Person or that is accounted for by
     the equity method of accounting shall be included only to the extent of the
     amount of dividends or similar distributions paid in cash (or to the extent
     converted into cash) to the specified Person or a Restricted Subsidiary of
     the Person;

          (2) (a) the Net Income (but not loss) of any Restricted Subsidiary of
     the specified Person that is not a Guarantor and (b) solely for purposes of
     determining the amount available for Restricted Payments under Section
     4.07(a)(3)(A) of this Indenture, the Net Income (but not loss) of any
     Restricted Subsidiary of the specified Person that is a Guarantor shall, in
     each case, be excluded to the extent that the declaration or payment of
     dividends or similar distributions by that Restricted Subsidiary of that
     Net Income is not at the date of determination permitted without any prior
     governmental approval (that has not been obtained) or, directly or
     indirectly, by operation of the terms of its charter or any agreement,
     instrument, judgment, decree, order, statute, rule or governmental
     regulation applicable to that Restricted Subsidiary or its stockholders
     unless such restrictions with respect to the declaration or payment of
     dividends or similar distributions have been legally waived;

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

          (4) any non-cash impairment charges resulting from the application of
     Statement of Financial Accounting Standards No. 142 shall be excluded;

          (5) any non-cash compensation expense realized from grants of stock
     appreciation or similar rights, stock options or other rights to officers,
     directors and employees of such Person or any of its Restricted
     Subsidiaries shall be excluded; and

          (6) accruals and reserves that are established within twelve months
     after the Issue Date and that are so required to be established in
     accordance with GAAP shall be excluded.

     "Corporate Trust Office of the Trustee" means the address of the Trustee
specified in Section 12.02 or such other address as to which the Trustee may
give notice to the Company.

     "Credit Agreement" means that certain Credit Agreement, dated as of
November 24, 2003 by and among the Company, United Agri Products Canada Inc.,
the other persons party thereto that are designated as Credit Parties, General
Electric Capital Corporation, as Agent, L/C Issuer and a Lender, GE Canada
Finance, Inc., as Canadian Agent, the other financial institutions party thereto
as Lenders, GECC Capital Markets Group, Inc., as Co-Lead Arranger, and UBS
Securities LLC, as Co-Lead Arranger, providing for up to $500.0 million of
revolving credit borrowings, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, restated, modified, renewed, refunded, replaced (whether
upon or after termination or otherwise) or refinanced (including by means of
sales of debt securities to institutional investors) in whole or in part from
time to time.

     "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional investors) in whole or in part from time to time.

                                       7

<PAGE>

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

     "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.

     "Deferred Compensation Plan" means the UAP Holding Corp. 2003 Deferred
Compensation Plan.

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06, substantially in the
form of Exhibit A1 hereto except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

     "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 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date on
which the Notes mature; provided that any class of Capital Stock of a Person
that by its terms requires such Person to satisfy its obligations thereunder by
delivery of Capital Stock that is not Disqualified Capital Stock shall not be
deemed Disqualified Capital Stock. Notwithstanding the preceding sentence, any
Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07. The amount of Disqualified Stock deemed to be outstanding at any
time for the purposes of this Indenture shall be the maximum amount that the
Company and its Restricted Subsidiaries may become obligated to pay upon the
maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock, exclusive of accrued dividends.

     "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia.

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

     "Equity Offering" means a public or private sale of Capital Stock other
than Disqualified Stock (other than on Form S-8) of the Company or Holdings or
any other direct or indirect parent of the Company; provided that with respect
to any Equity Offering by Holdings or any such other direct or indirect parent
of the Company such Person contributes the net cash proceeds from such Equity
Offering to the Company.

     "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

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

                                       8

<PAGE>

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f).

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

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

     "Excluded Contribution" means Net Cash Proceeds received by the Company
from (a) contributions to its common equity capital and (b) the sale of Capital
Stock of the Company (other than Disqualified Stock), in each case designated as
Excluded Contributions pursuant to an Officers' Certificate executed on the date
such capital contributions are made or the date such Capital Stock (other than
Disqualified Stock) is sold, as the case may be, which are excluded from the
calculation set forth in Section 4.07(a)(3)(B) of this Indenture.

     "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of this Indenture, until such amounts are repaid.

     "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors of
the Company (unless otherwise provided in this Indenture) whose resolution with
respect thereto shall be delivered to the Trustee.

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

     For purposes of calculating the Fixed Charge Coverage Ratio:

          (1) acquisitions that have been made by the specified Person or any of
     its Restricted Subsidiaries, including through mergers or consolidations,
     or any Person or any of its Restricted Subsidiaries acquired by the
     specified Person or any of its Restricted Subsidiaries, and including any
     related financing transactions and including increases in ownership of
     Restricted Subsidiaries, during the four-quarter reference period or
     subsequent to such reference period and on or prior to the Calculation Date
     shall be given pro forma effect (including any pro forma expense and cost
     reductions, adjustments and other operating improvements or synergies both
     achieved by such Person during such period as a result of the acquisition
     and to be achieved by such Person as a result of the acquisition, all as
     determined in good faith by a responsible financial or accounting officer)
     as if they had occurred on the first day of the four-quarter reference
     period;

                                       9

<PAGE>

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

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

          (4) any Person that is a Restricted Subsidiary on the Calculation Date
     shall be deemed to have been a Restricted Subsidiary at all times during
     such four-quarter period;

          (5) any Person that is not a Restricted Subsidiary on the Calculation
     Date shall be deemed not to have been a Restricted Subsidiary at any time
     during such four-quarter period;

          (6) if any Indebtedness bears a floating rate of interest, the
     interest expense on such Indebtedness shall be calculated as if the rate in
     effect on the Calculation Date had been the applicable rate for the entire
     period (taking into account any Hedging Obligation applicable to such
     Indebtedness; and

          (7) if such four-quarter reference period includes any fiscal quarter
     of such Person ending prior to August 25, 2003, Consolidated Cash Flow
     shall (a) be increased by (x) the amount of bad debt expense, before
     collections of customer accounts previously written-off as bad debts, that
     exceeded 1% of net sales of such Person and its Restricted Subsidiaries
     during the portion of such four-quarter reference period ended prior to
     August 25, 2003 and (y) the amount of physical inventory adjustments of
     such Person and its Restricted Subsidiaries during the portion of such
     four-quarter reference period ended prior to August 25, 2003 that exceeded
     0.5% of the cost of goods sold for fertilizer products and (b) be decreased
     by the amount of collections from customer accounts previously written-off
     as bad debts by such Person and its Restricted Subsidiaries during the
     portion of such four-quarter reference period ended prior to August 25,
     2003.

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

          (1) the consolidated interest expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued,
     including, without limitation, amortization of debt issuance costs and
     original issue discount, non-cash interest payments, the interest component
     of any deferred payment obligations, the interest component of all payments
     associated with Capital Lease Obligations, commissions, discounts and other
     fees and charges incurred in respect of letter of credit or bankers'
     acceptance financings, and net of the effect of all payments made or
     received pursuant to Hedging Obligations in respect of interest rates (but
     excluding the amortization or write-off of deferred financing fees in
     connection with the Transactions); plus

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

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

                                       10

<PAGE>

          (4) to the extent not included in clause (1) above, the product of (a)
     all dividends, whether paid or accrued and whether or not in cash, on any
     series of preferred stock of such Person or any of its Restricted
     Subsidiaries, other than dividends on Equity Interests payable solely in
     Equity Interests of the Company (other than Disqualified Stock) or to the
     Company or a Restricted Subsidiary of the Company, 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 each case, determined on a consolidated
     basis in accordance with GAAP.

     "Foreign Subsidiary" means any Restricted Subsidiary of the Company that is
not a Domestic Subsidiary.

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

     "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes deposited with or on behalf of
and registered in the name of the Depository or its nominee, substantially in
the form of Exhibit A1 hereto and that bears the Global Note Legend and that has
the "Schedule of Exchanges of Interests in the Global Note" attached thereto,
issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or
2.06(f).

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

     "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, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

     "Guarantors" means:

          (1) each Domestic Subsidiary of the Company on the date of this
     Indenture;

          (2) any other Subsidiary of the Company that executes a Note Guarantee
     in accordance with the provisions of this Indenture; and

          (3) their respective successors and assigns, in each case, until the
     Note Guarantee of such Person has been released in accordance with the
     provisions of this Indenture.

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

                                       11

<PAGE>

          (1) interest rate swap agreements (whether from fixed to floating or
     from floating to fixed), interest rate cap agreements and interest rate
     collar agreements;

          (2) other agreements or arrangements designed to manage interest rates
     or interest rate risk; and

          (3) other agreements or arrangements designed to protect such Person
     against fluctuations in currency exchange rates or commodity prices.

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

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

     "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

          (1) in respect of borrowed money;

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

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

          (5) representing the balance deferred and unpaid of the purchase price
     of any property or services due more than six months after such property is
     acquired or such services are completed; or

          (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet
(excluding footnotes thereto) of the specified Person prepared in accordance
with GAAP. The term "Indebtedness" includes to the extent not otherwise included
(a) the Guarantee by the specified Person of any Indebtedness of any other
Person and (b) all Indebtedness of others secured by a Lien on any asset of the
specified Person (whether or not such Indebtedness is assumed by the specified
Person); provided that the amount of such Indebtedness shall be the lesser of
(x) the Fair Market Value of such asset at such date of determination and (y)
the amount of such Indebtedness of such other Person. Notwithstanding the
foregoing, however, Indebtedness shall not include (i) any obligations under the
Acquisition Documents to pay Rebates or estimated or final purchase price
adjustments to ConAgra Foods, Inc. or any of its Affiliates, (ii) advances to
the Company or any of its Restricted Subsidiaries by its customers in the
ordinary course of business or (iii) competitive allowances given by the Company
or any of its Restricted Subsidiaries to their customers in the ordinary course
of business.

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

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

                                       12

<PAGE>

     "Initial Notes" means the first $225.0 million aggregate principal amount
of Notes issued under the Indenture on the date hereof.

     "Initial Purchasers" means UBS Services LLC, Goldman, Sachs & Co. and Bear,
Stearns & Co.

     "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding accounts receivable, trade credit and advances to
customers and commission, travel and similar advances to officers and employees
made in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. If the Company or any Subsidiary of the
Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of the Company, the
Company shall be deemed to have made an Investment on the date of any such sale
or disposition equal to the Fair Market Value of the Company's Investments in
such Subsidiary that were not sold or disposed of in an amount determined under
Section 4.07(c) of this Indenture. The acquisition by the Company or any
Subsidiary of the Company of a Person that holds an Investment in a third Person
shall be deemed to be an Investment by the Company or such Subsidiary in such
third Person in an amount equal to the Fair Market Value of the Investments held
by the acquired Person in such third Person in an amount determined as provided
under Section 4.07(c) of this Indenture. Except as otherwise provided in this
Indenture, the amount of an Investment shall be determined at the time the
Investment is made and without giving effect to subsequent changes in value..

     "Investor Rights Agreement" means the Investor Rights Agreement among UAP
Holding Corp. and the holders that are parties thereto.

     "Issue Date" means the date of this Indenture.

     "Lease Assignments" means the Lease Assumption Agreement dated as of
November 23, 2003 between ConAgra Limited and the Company, the Lease Assumption
Agreement dated as of November 23, 2003 between ConAgra Foods, Inc. and the
Company and the Assignment of Vehicle Lease Agreement --Assumption of
Performance by Assignee dated as of November 23, 2003 between ConAgra Foods,
Inc. and the Company.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York are authorized by law, regulation or
executive order to remain closed. If a payment date is a Legal Holiday, payment
may be made at a place of payment 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 agreement to sell or give a security interest in and,
except in connection with any Qualified Receivables Transaction, any filing of
or agreement to give any financing statement under the

                                       13

<PAGE>

Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided
that in no event shall any operating lease, option or other agreement to sell be
deemed to constitute a Lien.

     "Liquidated Damages" means all liquidated damages then owing pursuant to
the Registration Rights Agreement.

     "Management Agreement" means the Management Consulting Agreement dated as
of November 21, 2003 between the Company (as successor to UAP Acquisition Corp.)
and Apollo.

     "Merger Agreement" means the Agreement and Plan of Merger dated as of
November 24, 2003 between the Company and UAP Acquisition Corp.

     "Moody's" means Moody's Investors Service, Inc.

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

          (1) 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; and

          (2) any extraordinary gain or loss and any nonrecurring gains, losses,
     income or expenses (including, without limitation, expenses related to the
     Transactions and any severance and transition expenses incurred as a direct
     result of the transition of the Company to an independent operating company
     in connection with the Transactions), in each case together with any
     related provision for taxes on such items; provided that with respect to
     any such nonrecurring loss or expense, the Company delivers to the Trustee
     an Officers' Certificate specifying and quantifying such item.

     "Net Proceeds" means the aggregate proceeds in the form of cash or Cash
Equivalents received by the Company or any of its Restricted Subsidiaries in
respect of any Asset Sale (including, without limitation, any cash or Cash
Equivalents received upon the sale or other disposition of any non-cash
consideration received in any Asset Sale and any cash payments received by way
of deferred payment of principal pursuant to a note or installment receivable or
otherwise, but only as and when received, but excluding the assumption by the
acquiring person of Indebtedness relating to the disposed assets), net of the
direct costs relating to such Asset Sale and the sale or disposition of such
non-cash consideration, including, without limitation, legal, accounting and
investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, amounts required to be applied to
the repayment of Indebtedness, other than Indebtedness under a Credit Facility,
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:

          (1) as to which neither the Company nor any of its Restricted
     Subsidiaries (a) provides credit support of any kind (including any
     undertaking, agreement or instrument that

                                       14

<PAGE>

     would constitute Indebtedness), (b) is directly or indirectly liable as a
     Guarantor or otherwise or (c) constitutes the lender;

          (2) as to which the lenders have recourse to any of the assets of the
     Company or any of its Restricted Subsidiaries; and

          (3) as to which the lenders have been notified in writing that they
     shall not have any recourse to the stock or assets of the Company or any of
     its Restricted Subsidiaries.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Note Guarantee" means the Guarantee by each Guarantor of the Company's
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 (other than the Trustee), the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant
Treasurer, the Controller, the Secretary or any Vice-President of such Person.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 12.05.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 12.05. The
counsel may be an employee of or counsel to the Company or any Subsidiary of the
Company.

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

     "Participating Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

     "Permitted Business" means the business of the Company and its Subsidiaries
as existing on the date of this Indenture and any other businesses that are the
same, similar or reasonably related, ancillary or complementary thereto and
reasonable extensions thereof.

     "Permitted Group" means any group of investors that is deemed to be a
"Person" (as that term is used in Section 13(d)(3) of the Exchange Act) at any
time prior to the Company's or its direct or indirect parent's initial public
offering of common stock; provided that no single Person (other than the
Permitted Holder) Beneficially Owns (together with its Affiliates) more of the
Voting Stock of the Company that is Beneficially Owned by such group of
investors than is then collectively Beneficially Owned by Permitted Holders in
the aggregate.

     "Permitted Holder" means (1) Apollo, (2) each investment fund managed,
operated or controlled by, or affiliated with, Apollo and (3) any Related Party
of Apollo.

                                       15

<PAGE>

     "Permitted Investments" means:

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

               (a) if such Investment is in a Restricted Subsidiary of the
          Company that is not a Guarantor, such Restricted Subsidiary is not
          restricted from paying dividends or any other distributions on its
          Capital Stock other than as permitted under Section 4.08 of this
          Indenture; and

               (b) if such Investment is in a Restricted Subsidiary of the
          Company and consists of Indebtedness, such Indebtedness is unsecured
          and subordinated, pursuant to a written agreement, to the Company's
          obligations under the Notes and this Indenture.

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary of the
     Company in a Person (including payments to the holders of Equity Interests
     in such Person), if as a result of such Investment:

               (a) such Person becomes a Restricted Subsidiary of the Company;
          provided that in the case of any such Restricted Subsidiary of the
          Company that is not, or does not become in connection with such
          Investment, a Guarantor, such Restricted Subsidiary is not restricted
          from paying dividends or any other distributions on its Capital Stock
          other than as permitted under Section 4.08 of this Indenture; or

               (b) such Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, the Company or a Restricted Subsidiary of the
          Company; provided that in the case of any such Restricted Subsidiary
          of the Company that is not a Guarantor, such Restricted Subsidiary is
          not restricted from paying dividends or any other distributions on its
          Capital Stock other than as permitted under Section 4.08 of this
          Indenture;

          (4) any Investment made as a result of the receipt of non-cash
     consideration from (a) an Asset Sale that was made pursuant to and in
     compliance with the Section 4.10 of this Indenture or (b) a transaction
     that would be an Asset Sale if not for the threshold set forth in clause
     (1) of the second paragraph of the definition of Asset Sale;

          (5) Investments acquired in exchange for, or out of the net cash
     proceeds of an offering within 30 days of, Capital Stock (other than
     Disqualified Stock) of the Company; provided that the amount of any such
     net cash proceeds that are utilized for any such Investment pursuant to
     this clause (5) shall be excluded from clause (3) (B) of Section 4.07(a) of
     this Indenture;

          (6) any Investments received in compromise or resolution of (a)
     obligations of trade creditors, suppliers or customers that were incurred
     in the ordinary course of business of the Company or any of its Restricted
     Subsidiaries, including pursuant to any plan of reorganization or similar
     arrangement upon the bankruptcy or insolvency of any trade creditor,
     supplier or customer; or (b) litigation, arbitration or other disputes with
     Persons who are not Affiliates;

          (7) Investments represented by Hedging Obligations;

                                       16

<PAGE>

          (8) loans or advances to employees and officers of the Company and its
     Restricted Subsidiaries made (a) in the ordinary course of business in an
     aggregate principal amount not to exceed $5.0 million at any one time
     outstanding or (b) to fund purchases of Capital Stock of the Company or
     Holdings under any stock option plan, stock ownership plan or other similar
     employment arrangements so long as no cash is actually advanced by the
     Company or any of its Restricted Subsidiaries to such employees and
     officers to fund such purchases;

          (9) repurchases of the Notes;

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

          (11) Guarantees of Indebtedness to the extent permitted pursuant to
     Sections 4.09 and 4.15;

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

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

          (14) other Investments having an aggregate Fair Market Value (measured
     on the date each such Investment was made and without giving effect to
     subsequent changes in value), when taken together with all other
     Investments made pursuant to this clause (14) that are at the time
     outstanding not to exceed $45.0 million; provided that if an Investment
     pursuant to this clause (14) is made in any Person that is not a Restricted
     Subsidiary of the Company at the date of the making of the Investment and
     such Person becomes a Restricted Subsidiary after such date, such
     Investment shall thereafter be deemed to have been made pursuant to clause
     (1) above, and shall cease to have been made pursuant to this clause (14).

     "Permitted Liens" means:

          (1) Liens on assets of the Company or any of its Restricted
     Subsidiaries securing Indebtedness and other Obligations under Credit
     Facilities that was incurred pursuant to either clause (1), clause (13) of
     the definition of Permitted Debt and/or securing Hedging Obligations
     related thereto;

          (2) Liens in favor of the Company, any Guarantor or any Wholly-Owned
     Subsidiary;

                                       17

<PAGE>

          (3) Liens securing Indebtedness of a Restricted Subsidiary of the
     Company that is not a Guarantor; provided such Indebtedness was permitted
     to be incurred under Section 4.09 of this Indenture;

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

          (5) Liens on property (including Capital Stock) existing at the time
     of acquisition of the property by the Company or any Subsidiary of the
     Company; provided that such Liens were in existence prior to, and not
     incurred in contemplation of, such acquisition;

          (6) Liens to secure Indebtedness (including Capital Lease Obligations)
     permitted under Section 4.09(b)(4) of this Indenture covering only the
     assets acquired with or financed by such Indebtedness;

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

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

          (9) Liens imposed by law, such as carriers', warehousemen's,
     landlord's and mechanics' Liens, in each case, incurred in the ordinary
     course of business;

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

          (11) Liens created for the benefit of (or to secure) the Notes (or the
     Note Guarantees);

          (12) Liens to secure any Permitted Refinancing Indebtedness permitted
     to be incurred under this Indenture; provided, however, that:

               (a) the new Lien shall be limited to all or part of the same
          property and assets that secured or, under the written agreements
          pursuant to which the original Lien arose, could secure the original
          Lien (plus improvements and accessions to, such property or proceeds
          or distributions thereof); and

               (b) the Indebtedness secured by the new Lien is not increased to
          any amount greater than the sum of (x) the outstanding principal
          amount or, if greater, committed amount, of the Permitted Referencing
          Indebtedness and (y) an amount necessary to pay any fees and expenses,
          including premiums, related to such renewal, refunding, refinancing,
          replacement, defeasance or discharge;

                                       18

<PAGE>

          (13) Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security, including any Lien securing letters of
     credit issued in the ordinary course or business consistent with past
     practice in connection therewith, or to secure the performance of tenders,
     statutory obligations, surety and appeal bonds, bids, leases, government
     contracts, performance and return-of-money bonds and other similar
     obligations (exclusive of obligations for the payment of borrowed money);

          (14) Liens upon specific items of inventory or other goods and
     proceeds of any Person securing such Person's obligations in respect of
     bankers' acceptances or similar credit transactions issued or created for
     the account of such Person to facilitate the purchase, shipment, or storage
     of such inventory or other goods;

          (15) judgment Liens not giving rise to an Event of Default;

          (16) Liens on assets of the Company or a Receivables Subsidiary
     incurred in connection with a Qualified Receivables Transaction;

          (17) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods;

          (18) Liens securing Hedging Obligations which Hedging Obligations
     relate to Indebtedness that is otherwise permitted under this Indenture;

          (19) Liens arising out of conditional sale, title retention,
     consignment or similar arrangements for the sale of goods entered into by
     the Company or any of its Restricted Subsidiaries in the ordinary course of
     business;

          (20) leases or subleases granted to others that do not materially
     interfere with the ordinary course of business of the Company and its
     Restricted Subsidiaries;

          (21) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

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

          (23) Liens encumbering deposits made to secure obligations arising
     from statutory, regulatory, contractual, or warranty requirements of the
     Company or any of its Restricted Subsidiaries, including rights of offset
     and set-off;

          (24) Liens securing insurance premium financing arrangements, provided
     that such Lien is limited to the applicable insurance contracts;

          (25) Liens securing reimbursement obligations with respect to
     commercial letters of credit that encumber documents and other property
     relating to such letters of credit and products and proceeds thereof;

          (26) Liens securing Indebtedness incurred under Section 4.09(b)(18);
     provided that such Liens do not extend to or cover any of the cash or Cash
     Equivalents that have been deposited with the Trustee pursuant to Article
     VIII of this Indenture; and

                                       19

<PAGE>

          (27) Liens incurred in the ordinary course of business of the Company
     or any Subsidiary of the Company with respect to obligations that do not
     exceed $10.0 million at any one time outstanding.

     "Permitted Payments to Holdings" means, without duplication as to amounts:

          (1) payments of dividends or other distributions or amounts by the
     Company to Holdings in amounts required for Holdings or any of its direct
     or indirect parents to pay franchise taxes and other fees required to
     maintain its existence and provide for all other operating costs of
     Holdings or any of its direct and indirect parents, including, without
     limitation, in respect of director fees and expenses, administrative, legal
     and accounting services provided by third parties and other costs and
     expenses, including all costs and expenses with respect to filings with the
     SEC; and

          (2) for so long as the Company files a consolidated, combined,
     affiliated or unitary tax return with Holdings, payments of dividends or
     other distributions or amounts by the Company to Holdings in amounts
     required to pay the tax obligations of the Company and its Subsidiaries and
     the tax obligations of Holdings or any of its direct or indirect parents
     attributable to the Company and its Subsidiaries; provided that the amount
     of dividends paid pursuant to this clause (2) to enable Holdings or any of
     its direct or indirect parents to pay Federal, state or local income taxes
     at any time shall not exceed the amount of the relevant tax (including any
     penalties and interest) that the Company would owe if the Company were
     filing a separate tax return (or a separate consolidated or combined return
     with its Subsidiaries that are members of the consolidated or combined
     group), taking into account any carryovers or carrybacks of tax attributes
     (such as net operating loses) of the Company and such Subsidiaries from
     prior years; provided further that any refunds received by Holdings or any
     of its direct or indirect parents attributable to the Company and its
     Subsidiaries shall be promptly returned by Holdings or any of its direct or
     indirect parents to the Company.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to refund, refinance, replace, defease or discharge
other Indebtedness of the Company or any of its Restricted Subsidiaries (other
than intercompany Indebtedness); provided that:

          (1) the principal amount (or accreted value, if applicable) of such
     Permitted Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness renewed, refunded,
     refinanced, replaced, defeased or discharged (plus all accrued interest on
     the Indebtedness and the amount of all fees and expenses, including
     premiums, incurred in connection therewith);

          (2) 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 renewed, refunded, refinanced, replaced, defeased or
     discharged;

          (3) if the Indebtedness being renewed, refunded, refinanced, replaced,
     defeased or discharged is subordinated in right of payment to the Notes,
     such Permitted Refinancing Indebtedness has a final maturity date later
     than the final maturity date of, and is subordinated in right of payment
     to, the Notes on terms at least as favorable to the Holders of Notes as
     those contained in the documentation governing the Indebtedness being
     renewed, refunded, refinanced, replaced, defeased or discharged; and

                                       20

<PAGE>

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

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

     "Preferred Letter" means the letter agreement between ConAgra Foods, Inc.
and UAP Holding Corp. regarding the issuance of additional shares of UAP Holding
Corp.'s Series A preferred stock.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(1)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

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

     "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Restricted Subsidiaries
pursuant to which the Company or any of its Restricted Subsidiaries sells,
conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a
transfer by the Company or any of its Restricted Subsidiaries) and (ii) any
other Person (in the case of a transfer by a Receivables Subsidiary), or grants
a security interest in, any accounts receivable (whether now existing or arising
in the future) of the Company or any of its Restricted Subsidiaries, and any
assets related thereto including, without limitation, all collateral securing
such accounts receivable, all contracts and all guarantees or other obligations
in respect of such accounts receivable, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable and any Hedging Obligations entered
into by the Company or any such Subsidiary in connection with such accounts
receivable.

     "Rabbi Trust Agreement" means the Trust Agreement for the UAP Holding Corp.
2003 Deferred Compensation Plan.

     "Rebates" means rebates, incentives, loyalty and other bonuses, freight or
other similar refunds, rebillings, performance or award payments, marketing
payments, warehousing and interest payments, program payments, products
furnished on a discounted or "no charge" basis and all other such payments and
forms of compensation and the proceeds thereof, that are now or may hereafter be
payable by vendors to the Company or any of its Subsidiaries as a result of
product sales (whether wholesale, retail or otherwise), service or other
performance criteria.

     "Receivables Subsidiary" means a Wholly-Owned Restricted Subsidiary of the
Company which engages in no activities other than in connection with the
financing of accounts receivable and which is designated by the Board of
Directors of the Company (as provided below) as a Receivables Subsidiary (a) no
portion of the Indebtedness or any other Obligations (contingent or otherwise)
of which (i) is guaranteed by the Company or any Restricted Subsidiary of the
Company (excluding guarantees of Obligations (other than the principal of, and
interest on, Indebtedness) pursuant to representations, warranties, covenants
and indemnities entered into in the ordinary course of business in connection
with a Qualified Receivables Transaction), (ii) is recourse to or obligates the
Company or any Restricted Subsidiary of the Company in any way other than
pursuant to representations, warranties, covenants and indemnities entered into
in the ordinary course of business in connection with a Qualified Receivables
Transaction or (iii) subjects any property or asset of the Company or any
Restricted Subsidiary of the Company (other than accounts receivable and related
assets as provided in the definition of "Qualified Receivables Transaction"),
directly or indirectly, contingently or otherwise, to the satisfaction thereof,

                                       21

<PAGE>

other than pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction, (b) with which neither the Company nor any Restricted
Subsidiary of the Company has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company, other than fees payable in the ordinary
course of business in connection with servicing accounts receivable and (c) with
which neither the Company nor any Restricted Subsidiary of the Company has any
obligation to maintain or preserve such Subsidiary's financial condition or
cause such Subsidiary to achieve certain levels of operating results. Any such
designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions.

     "Registration Rights Agreement" means, with respect to the Initial Notes,
the Registration Rights Agreement, dated as of December 16, 2003, among the
Company, the Guarantors and the other parties named on the signature pages
thereof, as such agreement may be amended, modified or supplemented from time to
time and, with respect to any Additional Notes, one or more registration rights
agreements among the Company, the Guarantors and the other parties thereto, as
such agreement(s) may be amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of Additional Notes to
register such Additional Notes under the Securities Act.

     "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 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" of a specified Person means:

          (1) any controlling stockholder, more than 50%-owned Subsidiary, or
     immediate family member (in the case of an individual) of such Person; or

          (2) any trust, corporation, partnership, limited liability company or
     other entity, the beneficiaries, stockholders, partners, members, owners or
     Persons beneficially holding a more than 50% interest of which consist of
     such Person and/or such other Persons referred to in the immediately
     preceding clause (1).

     "Responsible Officer," when used with respect to the Trustee, means any
officer of the Trustee within the Institutional Trust Services - Conventional
Debt Unit (or any successor unit, department or division of the Trustee) located
at the Corporate Trust Office of the Trustee who has direct responsibility for
the administration of this Indenture and, for the purposes of Sections
7.01(c)(2) and 7.05, also means

                                       22

<PAGE>

any other officer or person performing similar functions to whom any corporate
trust matter is referred because of such person's knowledge of and familiarity
with the particular subject.

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

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

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

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

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

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

     "Retention Agreements" means the Retention Agreements dated as of November
18, 2003 between UAP Holding Corp. and the employees signatory thereto.

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

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

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

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

     "S&P" means Standard & Poor's Ratings Services.

     "SEC" means the United States Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

     "Seller Transition Services Agreement" means the Seller Transition Services
Agreement dated as of November 24, 2003 among ConAgra Foods, Inc., UAP Holding
Corp., the Company and each of the other companies listed on the signature pages
thereto.

     "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 of
this Indenture.

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

                                       23

<PAGE>

     "Stock Option Plan" means the UAP Holding Corp. 2003 Stock Option Plan and
all stock option agreements entered into in connection therewith.

     "Stock Purchase Agreement" means the Stock Purchase Agreement by and among
the Holdings, ConAgra Foods, Inc. and the Company, dated as of October 29, 2003,
as amended.

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

          (1) any corporation, association or other business entity of which
     more than 50% of the total voting power of shares of Capital Stock entitled
     (without regard to the occurrence of any contingency and after giving
     effect to any voting agreement or stockholders' agreement that effectively
     transfers voting power) to vote in the election of directors, managers or
     trustees of the corporation, association or other business entity is at the
     time owned or controlled, directly or indirectly, by that Person or one or
     more of the other Subsidiaries of that Person (or a combination thereof);
     and

          (2) any partnership (a) the sole general partner or the managing
     general partner of which is such Person or a Subsidiary of such Person or
     (b) the only general partners of which are that Person or one or more
     Subsidiaries of that Person (or any combination thereof).

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified thereunder.

     "Transactions" means the transactions contemplated by the Stock Purchase
Agreement, the related borrowings under the Credit Agreement and the issuance of
the Notes.

     "Treasury Rate" means, as of any redemption date, the yield to maturity as
of such redemption date of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the redemption date to December 15, 2007;
provided, however, that if the period from the redemption date to December 15,
2007 is not equal to the constant maturity of the United States Treasury
security for which a weekly average yield is given, the Treasury Rate shall be
obtained by linear interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States Treasury securities for
which such yields are given, except that if the period from the redemption date
to December 15, 2007, is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

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

     "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.

     "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

                                       24

<PAGE>

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

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

          (2) except as permitted by Section 4.11, is not party to any
     agreement, contract, arrangement or understanding with the Company or any
     Restricted Subsidiary of the Company unless the terms of any such
     agreement, contract, arrangement or understanding are no less favorable to
     the Company or such Restricted Subsidiary than those that might be obtained
     at the time from Persons who are not Affiliates of the Company;

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

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

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

     "Voting Stock" of any specified Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

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

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

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

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

Section 1.02 Other Definitions.

                                                                      Defined in
Term                                                                    Section
----                                                                  ----------
"Affiliate Transaction".............................................     4.11
"Asset Sale Offer"..................................................     3.09
"Authentication Order"..............................................     2.02
"Change of Control Offer"...........................................     4.14
"Change of Control Payment".........................................     4.14

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<PAGE>

                                                                      Defined in
Term                                                                    Section
----                                                                  ----------
"Change of Control Payment Date"....................................     4.14
"Covenant Defeasance"...............................................     8.03
"DTC"...............................................................     2.03
"Event of Default"..................................................     6.01
"Excess Proceeds"...................................................     4.10
"incur".............................................................     4.09
"Legal Defeasance"..................................................     8.02
"Offer Amount"......................................................     3.09
"Offer Period"......................................................     3.09
"Paying Agent"......................................................     2.03
"Permitted Debt"....................................................     4.09
"Payment Default" ..................................................     6.01
"Purchase Date".....................................................     3.09
"Registrar".........................................................     2.03
"Restricted Payments"...............................................     4.07

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;

     "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 SEC rule under the TIA and not
otherwise defined herein have the meanings so assigned to them.

Section 1.04 Rules of Construction.

     Unless the context otherwise requires:

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

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

          (3) "or" is not exclusive;

                                       26

<PAGE>

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

          (5) provisions apply to successive events and transactions;

          (6) "including" means including, without limitation; and

          (7) 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 SEC 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 or A2 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 shall
be 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 provision 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 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
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 represents 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 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:

          (1) 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

                                       27

<PAGE>

     therein during the Restricted Period pursuant to another exemption from
     registration under the Securities Act and who shall take delivery of a
     beneficial ownership interest in a 144A Global Note bearing a Private
     Placement Legend, all as contemplated by Section 2.06(b)); and

          (2) an Officers' Certificate from the Company.

     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 Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of Regulation S Permanent
Global Note, 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 Note 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
Banking" and "Customer Handbook" of Clearstream shall be applicable to transfers
of beneficial interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

     At least one Officer must sign the Notes for the Company by manual or
facsimile signature.

     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.

     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 authenticate and deliver: (i) on the Issue Date, Initial
Notes for original issue in an aggregate principal amount of $225.0 million,
(ii) Additional Notes for an original issue in an aggregate principal amount
specified in the written order of the Company pursuant to this Section 2.02 and
(iii) Exchange Notes for issue only in an Exchange Offer pursuant to the
Registration Rights Agreement, for a like principal amount of Initial Notes or
Additional Notes, in each case upon a written order of the Company signed by an
Officer of the Company (an "Authentication Order"). Such Authentication Order
shall specify the amount of the Notes to be authenticated and the date on which
the original issue of the Notes is to be authenticated.

     The Trustee may 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 Holders, the Company or an Affiliate of the
Company.

Section 2.03 Registrar and Paying Agent.

     The Company shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and 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

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exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and 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 or any of
its Subsidiaries 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 Custodian with respect to the Global 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
of, or 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 or a
Subsidiary) 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 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 (S) 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee on or 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 (S) 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 shall be exchanged
by the Company for Definitive Notes if:

          (1) 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

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<PAGE>

          (2) 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 (x) the expiration of the
     Restricted Period and (y) the receipt by the Registrar of any certificates
     required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

     Upon the occurrence of either of the preceding events in (1) or (2) 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. 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, 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).

     (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 (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

          (1) 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 Temporary 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 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)(1).

          (2) 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)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either:

               (A) both:

                    (i) 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

                    (ii) instructions given in accordance with the Applicable
               Procedures containing information regarding the Participant
               account to be credited with such increase; or

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<PAGE>

               (B) both:

                    (i) 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

                    (ii) 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 (A) the expiration of the Restricted Period and (B) the
               receipt by the Registrar of any certificates required pursuant to
               Rule 903 under the Securities Act. Upon consummation of an
               Exchange Offer by the Company in accordance with Section 2.06(f),
               the requirements of this Section 2.06(b)(2) 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).

          (3) 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)(2) above and the
     Registrar receives the following:

               (A) if the transferee shall 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;

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

          (4) 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 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)(2) 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 (i) a
          Participating Broker-Dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

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<PAGE>

               (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 Participating Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) 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

                    (ii) 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 2.03, 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 for Definitive Notes.

          (1) 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;

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<PAGE>

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A, 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, 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, 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), 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) 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)(1) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.

          (2) Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.06(c)(1)(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 (A) the
     expiration of the Restricted Period and (B) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(b)(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.

          (3) 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

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<PAGE>

     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 (i) a
          Participating Broker-Dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) 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 Participating Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

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

                    (ii) 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 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 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.

          (4) 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)(2), the Trustee shall cause the
     aggregate principal amount of the applicable Global Note to be reduced
     accordingly pursuant to Section 2.06(h), 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)(3) shall be registered in such name or names and in
     such authorized denomination or denominations as the holder of such
     beneficial interest requests through instructions to the Registrar from or
     through 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

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<PAGE>

     exchange for a beneficial interest pursuant to this Section 2.06(c)(3)
     shall not bear the Private Placement Legend.

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

          (1) 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, 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, 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, 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;

               (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 and the Regulation S Global Note.

          (2) 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:

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<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 (i) a Participating Broker-Dealer, (ii) a Person
          participating in the distribution of the Exchange Notes or (iii) 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 Participating Broker-Dealer
          pursuant to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) 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

                    (ii) 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.

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(2), the Trustee shall cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (3) 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 (2)(B), (2)(D) or
     (3) 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 2.01, 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.

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<PAGE>

     (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 must 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. The requesting Holder must provide
any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 2.06(e).

          (1) 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 shall be made pursuant to Rule 144A, 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 shall 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 shall 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.

          (2) 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:

               (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 (i) a broker-dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) 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 Participating
          Broker-Dealer pursuant to the Exchange Offer Registration Statement in
          accordance with the Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (i) 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

                                       37

<PAGE>

                    (ii) 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 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.

          (3) 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 2.01, the Trustee
shall authenticate:

          (1) 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 accepted for exchange in the Exchange Offer by
     Persons that certify in the applicable Letters of Transmittal that (A) they
     are not Participating Broker-Dealers, (B) they are not participating in a
     distribution of the Exchange Notes and (C) they are not affiliates (as
     defined in Rule 144) of the Company; and

          (2) Unrestricted 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 Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

     (g) Legends. The following legends shall appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (1) 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.

"THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE NOTE
EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

                                       38

<PAGE>

EACH PURCHASER OF THE NOTE EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE
SECURITIES ACT. THE HOLDER OF THE NOTE EVIDENCED HEREBY AGREES FOR THE BENEFIT
OF UNITED AGRI PRODUCTS THAT (A) SUCH NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A UNDER THE SECURITIES ACT, (B) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES
TO A PERSON THAT IS NOT A U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT IS PURCHASING AT
LEAST $100,000 OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN
INSTITUTIONAL ACCREDITED INVESTOR (AND BASED UPON AN OPINION OF COUNSEL IF
UNITED AGRI PRODUCTS SO REQUESTS) OR (E) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, PROVIDED THAT IN THE
CASE OF A TRANSFER UNDER CLAUSE (E) SUCH TRANSFER IS SUBJECT TO THE RECEIPT BY
THE TRUSTEE (AND UNITED AGRI PRODUCTS, IF IT SO REQUESTS) OF A CERTIFICATION OF
THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (2) TO UNITED AGRI PRODUCTS OR ANY OF ITS
SUBSIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND
THE INDENTURE GOVERNING THE NOTES AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE NOTE EVIDENCED HEREBY
OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. IF ANY RESALE OR OTHER
TRANSFER OF ANY NOTE IS PROPOSED TO BE MADE UNDER CLAUSE (A)(1)(D) ABOVE WHILE
THESE TRANSFER RESTRICTIONS ARE IN FORCE, THEN THE TRANSFEROR SHALL DELIVER A
LETTER FROM THE TRANSFEREE TO UNITED AGRI PRODUCTS AND THE TRUSTEE WHICH SHALL
PROVIDE, AMONG OTHER THINGS, THAT THE TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
INVESTOR AND THAT IT IS ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES AND NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),
          (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes
          issued in exchange therefor or substitution thereof) shall not bear
          the Private Placement Legend.

          (2) 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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO

                                       39

<PAGE>

SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

          (3) Regulation S Temporary Global Note Legend. Each 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 CERTIFICATES 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. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who shall 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 shall 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.

          (1) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon receipt of an Authentication Order in accordance with
     Section 2.01 or at the Registrar's request.

          (2) 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

                                       40

<PAGE>

     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, 4.14 and
     9.05).

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

          (4) 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.

          (5) Neither the Registrar nor the Company shall 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 and ending at the close of business on the day of selection;

               (B) to register the transfer of or to exchange any Note 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.

          (6) 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.

          (7) The Trustee shall authenticate Global Notes and Definitive Notes
     in accordance with the provisions of Section 2.01.

          (8) 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, or the
Trustee receives evidence to its 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
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note, including
reasonable fees and expenses of counsel.

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<PAGE>

     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 canceled 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 as
not outstanding. Except as set forth in Section 2.09, a Note does not cease to
be outstanding because the Company or an Affiliate of the Company holds the
Note; however, Notes held by the Company or a Subsidiary of the Company shall
not be deemed to be outstanding for purposes of Section 3.07(a).

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

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

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any 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, any Guarantor, or any of their respective Affiliates, 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 that the Trustee knows are so owned
shall be so disregarded.

Section 2.10 Temporary Notes.

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

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
canceled Notes in accordance with its customary practices (subject to the record
retention requirement of the Exchange Act). Certification of the destruction of
all canceled Notes shall be delivered to the Company. The Company may not issue
new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

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<PAGE>

Section 2.12 Defaulted Interest.

     If the Company 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, in each case at the rate provided in the Notes
and in Section 4.01. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, 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 CUSIP Numbers.

     The Company in issuing the Notes may use CUSIP, ISIN or other such numbers
(if then generally in use), and, if so, the Trustee shall use CUSIP, ISIN or
other such numbers 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 of such numbers either as printed on the Notes or as
contained in any notice of a redemption or exchange and that reliance may be
placed only on the other identification numbers printed on the Notes, and any
such redemption or exchange shall not be affected by any defect in or omission
of such numbers. The Company shall promptly notify the Trustee of any change in
the CUSIP, ISIN or other numbers.

Section 2.14 Issuance of Additional Notes.

     The Company shall be entitled, from time to time, subject to its compliance
with Section 4.09, without consent of the Holders, to issue Additional Notes
under this Indenture with identical terms as the Initial Notes issued on the
Issue Date other than with respect to (i) the date of issuance, (ii) the issue
price, (iii) the amount of interest payable on the first interest payment date
and (iv) any adjustments in order to conform to and ensure compliance with the
Securities Act (or other applicable securities laws). The Initial Notes issued
on the Issue Date, any Additional Notes and all Exchange Notes issued in
exchange therefor shall be treated as a single class for all purposes under this
Indenture.

     With respect to any Additional Notes, the Company shall set forth in an
Officers' Certificate pursuant to a resolution of the Board of Directors of the
Company, copies of which shall be delivered to the Trustee, the following
information:

          (1) the aggregate principal amount of such Additional Notes to be
     authenticated and delivered pursuant to this Indenture;

          (2) the issue price, the issue date and the CUSIP number of such
     Additional Notes; provided, however, that no Additional Notes may be issued
     at a price that would cause such Additional Notes to have "original issue
     discount" within the meaning of Section 1273 of the Internal Revenue Code
     of 1986, as amended; and

          (3) whether such Additional Notes shall be Restricted Notes or shall
     be issued in the form of Exchange Notes.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

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<PAGE>

Section 3.01 Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07, it must furnish to the Trustee, at least 30 days but
not more than 60 days before a redemption date (unless a shorter notice shall be
agreed to by the Trustee in writing), an Officers' Certificate setting forth:

          (1) the clause of this Indenture pursuant to which the redemption
     shall occur;

          (2) the redemption date;

          (3) the principal amount of Notes to be redeemed; and

          (4) the redemption price.

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 Notes for redemption or
purchase as follows:

          (1) if the Notes are listed on any national securities exchange, in
     compliance with the requirements of the principal national securities
     exchange on which the Notes are listed; or

          (2) if the Notes are not listed on any national securities exchange,
     on a pro rata basis, by lot or by such method as the Trustee shall deem
     fair and appropriate.

     In the event of partial redemption or purchase by lot, the particular Notes
to be redeemed or purchased shall be selected, unless otherwise provided herein,
not less than 30 nor more than 60 days prior to the redemption or purchase date
by the Trustee from the outstanding Notes not previously called for redemption
or purchase.

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

Section 3.03 Notice of Redemption.

     Subject to the provisions of Section 3.09, 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, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 11 of this Indenture.

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

          (1) the redemption date;

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<PAGE>

          (2) the redemption price;

          (3) if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion shall be issued upon cancellation of the
     original Note;

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

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

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

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

          (8) that no representation is made as to the correctness or accuracy
     of the CUSIP, ISIN or other such 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 its expense; provided, however, that the Company
has delivered to the Trustee, at least 45 days prior to the redemption date (or
such shorter period acceptable to the Trustee), an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03, Notes
called for redemption become irrevocably due and payable on the redemption date
at the redemption price. A notice of redemption may not be conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

     At or before 11:00 a.m. (New York time) on the redemption or purchase date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued 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 any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption or purchase price of, and accrued
interest and Liquidated Damages, if any, on, all Notes to be redeemed or
purchased.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest shall cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest 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 or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on

                                       45

<PAGE>

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 or Purchased in Part.

     Upon surrender of a Note that is redeemed or purchased in part, the Company
shall issue and, upon receipt of an Authentication Order, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

     (a) At any time prior to December 15, 2006, the Company may on any one or
more occasions redeem (i) up to 35% of the aggregate principal amount of Notes
originally issued under this Indenture and (ii) all or a portion of any
Additional Notes issued under this Indenture, in each case at a redemption price
of 108.25% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date, subject to the right of
Holders of Notes on the relevant record date to receive interest on the relevant
interest payment date, with the net cash proceeds of one or more Equity
Offerings; provided that:

          (1) at least 65% of the aggregate principal amount of Notes originally
     issued under this Indenture (excluding Notes held by the Company and its
     Subsidiaries) remains outstanding immediately after the occurrence of such
     redemption; and

          (2) the redemption occurs within 90 days of the date of the closing of
     such Equity Offering.

     (b) At any time and from time to time prior to December 15, 2007, the
Company may redeem all or part of the Notes, upon not less than 30 nor more than
60 days' prior notice mailed by first-class mail to each Holder's registered
address, at a redemption price equal to 100% of the principal amount of Notes
redeemed plus the Applicable Premium as of, and accrued and unpaid interest and
Liquidated Damages, if any, to the applicable date of redemption, subject to the
rights of Holders of Notes on the relevant record date to receive interest due
on the relevant interest payment date.

     (c) Except as set forth in Sections 3.07(a) and (b) above, the Company
shall not have the option to redeem the Notes prior to December 15, 2007. At any
time and from time to time on or after December 15, 2007, 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 December 15 of the years indicated below,
subject to the rights of Holders of Notes on the relevant record date to receive
interest on the relevant interest payment date:

Year                                                                  Percentage
----                                                                  ----------
2007...............................................................     104.125%
2008...............................................................     102.063%
2009 and thereafter................................................     100.000%

     (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06.

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<PAGE>

Section 3.08 Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10, the Company is 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 be made to all Holders and, at the option of the
Company, all holders of other Indebtedness that is pari passu with the Notes.
The Asset Sale Offer shall remain open for a period of at least 20 Business Days
following its commencement and not more than 30 Business Days, except to the
extent that a longer period is required by applicable law (the "Offer Period").
No later than three Business Days after the termination of the Offer Period (the
"Purchase Date"), the Company shall apply all Excess Proceeds (the "Offer
Amount") to the purchase of Notes and such other pari passu Indebtedness (on a
pro rata basis, if applicable) or, if less than the Offer Amount has been
tendered, all Notes and other Indebtedness 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 and
Liquidated Damages, if any, 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. The notice
shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The notice, which shall govern
the terms of the Asset Sale Offer, shall state:

          (1) that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10 and the length of time the Asset Sale Offer shall
     remain open;

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

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

          (4) 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;

          (5) 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;

          (6) that Holders electing to have Notes purchased pursuant to any
     Asset Sale Offer shall be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" attached to the Notes
     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;

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<PAGE>

          (7) 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 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;

          (8) that, if the aggregate principal amount of Notes and other pari
     passu Indebtedness surrendered by holders thereof exceeds the Offer Amount,
     the Company shall select the Notes and other pari passu Indebtedness to be
     purchased on a pro rata basis based on the principal amount of Notes and
     such other pari passu Indebtedness surrendered (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

          (9) 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 or cause to be delivered to the Trustee the Notes properly
accepted together with an Officers' 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 Business
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 (or cause to be transferred by book entry) 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.

                                    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 and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, if any, shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
11:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. 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.

     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

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<PAGE>

interest rate on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any 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, Registrar or co-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
fails to maintain any such required office or agency or fails 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.

Section 4.03 Reports.

     (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes or cause the Trustee to furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations:

          (1) all quarterly and annual reports that would be required to be
     filed with the SEC on Forms 10-Q and 10-K if the Company were required to
     file such reports (it being expressly understood that the first of such
     quarterly reports to be furnished to the holders of the notes shall be a
     report for the quarter ended November 23, 2003 which shall be required to
     be furnished on or prior to the 45th day following the date of this
     Indenture); and

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

     All such reports shall be prepared in all material respects in accordance
with all of the rules and regulations applicable to such reports. Each annual
report on Form 10-K shall include a report on the Company's consolidated
financial statements by the Company's certified independent accountants.
Following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, the Company shall file a copy of each of the
reports referred to in clauses (1) and (2) above with the SEC for public
availability within the time periods specified in the rules and regulations
applicable to such reports (unless the SEC will not accept such a filing) and
shall post the reports on its website within those time periods. The Company
shall at all times comply with TIA (S) 314(a).

     (b) If, at any time after consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, the Company is no longer subject to the
periodic reporting requirements

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<PAGE>

of the Exchange Act for any reason, the Company shall nevertheless continue
filing the reports specified in Section 4.03(a) above with the SEC within the
time periods specified unless the SEC will not accept such a filing. The Company
shall not take any action for the purpose of causing the SEC not to accept any
such filings. If, notwithstanding the foregoing, the SEC shall not accept the
Company's filings for any reason, the Company shall post the reports referred to
in Section 4.03(a) on its website within the time periods that would apply if
the Company were required to file those reports with the SEC.

     (c) If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, and such Subsidiary, either individually or taken together with
all other Unrestricted Subsidiaries, constitutes a Significant Subsidiary, then
the quarterly and annual financial information required by Section 4.03(a) shall
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.

     (d) For so long as any Notes remain outstanding, if at any time the Company
and the Guarantors are not required to file with the SEC the reports required by
this Section 4.03, the Company and the Guarantors shall 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.

     (e) In the event that (1) the rules and regulations of the SEC permit the
Company and any direct or indirect parent company of the Company to report at
such parent entity's level on a consolidated basis and (2) such parent entity of
the Company is not engaged in any business in any material respect other than
incidental to its ownership, directly or indirectly of the Capital Stock of the
Company and its Affiliates, the information and reports required by this Section
4.02 may be those of such parent company on a consolidated basis.

Section 4.04 Compliance Certificate.

     (a) 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 Officers' 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 the Company 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 the Company
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 has 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 or interest, if any, 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.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5, insofar as they relate to accounting

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<PAGE>

matters, 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.

     (c) So long as any of the Notes are outstanding, the Company shall deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' 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.

     Each of the Company and the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and each of the
Company and the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
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.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

          (1) declare or pay any dividend or make any other payment or
     distribution on account of the Company's Equity Interests (including,
     without limitation, any payment in connection with any merger or
     consolidation involving the Company) or to the direct or indirect holders
     of the Company's Equity Interests in their capacity as such (other than
     dividends or distributions payable in Equity Interests (other than
     Disqualified Stock) of the Company);

          (2) purchase, redeem or otherwise acquire or retire for value
     (including without limitation, in connection with any merger or
     consolidation involving the Company) any Equity Interests of the Company or
     any direct or indirect parent of the Company (other than any such Equity
     Interests owned by the Company or any Restricted Subsidiary of the
     Company);

          (3) make any principal payment on or with respect to, or purchase,
     redeem, defease or otherwise acquire or retire for value any Indebtedness
     of the Company or any Guarantor that is contractually subordinated to the
     Notes or to any Note Guarantee (excluding any intercompany Indebtedness
     between or among the Company and any of its Restricted Subsidiaries),
     except a payment of principal at the Stated Maturity of the Indebtedness;
     or

          (4) make any Restricted Investment

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<PAGE>

(all such payments and other actions set forth in these clauses (1) through (4)
above 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 has occurred and is continuing or
     would occur as a consequence of such Restricted Payment;

          (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 applicable four-quarter period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Company and its Restricted
     Subsidiaries since the date of this Indenture (excluding Restricted
     Payments permitted by clauses (2), (3), (5), (7), (11), (12) and (13) of
     Section 4.07(b) below), is less than the sum, without duplication, of:

               (A) 50% of the Consolidated Net Income of the Company for the
          period (taken as one accounting period) from November 24, 2003 to the
          date on which such Restricted Payment occurs or, if Consolidated Net
          Income is not reasonably determinable to such date, to the end of the
          Company's most recently ended fiscal period for which internal
          financial statements are available at the time of such Restricted
          Payment (or, if such Consolidated Net Income for such period is a
          deficit, less 100% of such deficit), plus

               (B) 100% of the aggregate net cash proceeds, and the Fair Market
          Value of property other than cash, received by the Company since the
          date of this Indenture as a contribution to its common equity capital
          or from the issue or sale of Equity Interests of the Company (other
          than Disqualified Stock) or from the issue or sale of Disqualified
          Stock or debt securities of the Company that have been converted into
          or exchanged for such Equity Interests (other than Equity Interests
          (or Disqualified Stock or debt securities) sold to a Subsidiary of the
          Company) less any Excluded Contributions, plus

               (C) 50% of any dividends or distributions received by the Company
          or a Restricted Subsidiary of the Company 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

               (D) the net cash proceeds, and the Fair Market Value of property
          other than cash, received by the Company or any of its Restricted
          Subsidiaries from the sale or other disposition (other than to the
          Company or a Subsidiary of the Company) of any Restricted Investment
          made after the date of this Indenture and repurchases and redemptions
          of such a Restricted Investment by any Person (other than the Company
          or a Subsidiary of the Company) and repayments of loans or advances
          that constituted such a Restricted Investment by any Person (other
          than the Company or a Subsidiary of the Company); plus

               (E) to the extent that any Unrestricted Subsidiary of the Company
          designated as such after the date of this Indenture is redesignated as
          a Restricted Subsidiary or merges or consolidates with or into, or
          transfers or conveys its assets to, or is liquidated into, the Company
          or any of its Restricted Subsidiaries, in each case after the date of
          this

                                       52

<PAGE>

          Indenture, the Fair Market Value of the Company's Investment in such
          Subsidiary as of the date of such redesignation, merger,
          consolidation, transfer, conveyance or liquidation.

     (b) The provisions of Section 4.07(a) shall not prohibit:

          (1) the payment of any dividend or distribution or the consummation of
     any irrevocable redemption within 60 days after the date of declaration of
     the dividend or distribution or giving of the redemption notice, as the
     case may be, if at the date of declaration or notice, the dividend,
     distribution or redemption payment would have complied with the provisions
     of this Indenture;

          (2) so long as no Default has occurred and is continuing or would be
     caused thereby, the making of any Restricted Payment in exchange for, or
     out of the net cash proceeds of the sale within 30 days (other than to a
     Subsidiary of the Company) of, Equity Interests of the Company (other than
     Disqualified Stock) or from the contribution within 30 days of common
     equity capital to the Company; provided that the amount of any such net
     cash proceeds that are utilized for any such Restricted Payment shall be
     excluded from clause (3)(B) of Section 4.07(a);

          (3) so long as no Default has occurred and is continuing or would be
     caused thereby, the repurchase, redemption, defeasance or other acquisition
     or retirement for value of Indebtedness of the Company or any Guarantor
     that is contractually subordinated to the Notes or to any Note Guarantee
     with the net cash proceeds from and/or in exchange for, an incurrence
     within 30 days of Permitted Refinancing Indebtedness;

          (4) so long as no Default has occurred and is continuing or would be
     caused thereby, the repurchase, redemption or other acquisition or
     retirement for value by the Company or any of its Restricted Subsidiaries
     of, or dividends, distributions or advances to Holdings to allow Holdings
     to repurchase, redeem or acquire (and/or to make payments on notes
     previously issued by Holdings representing the consideration for the
     previous repurchase of), any Equity Interests of Holdings, the Company or
     any Restricted Subsidiary of the Company held by any current, future or
     former officer, director, employee or consultant of Holdings, the Company
     or any Subsidiary of the Company or their authorized representatives (x)
     upon the death, disability or termination of employment of such officer,
     director, employee or consultant or to the extent required pursuant to
     employee benefit plans, employment agreements or consulting agreements or
     (y) pursuant to any other agreements with such officer, director, employee
     or consultant; provided that the aggregate price paid for all such
     repurchased, redeemed, acquired or retired Equity Interests may not exceed
     $2.5 million in any calendar year (with unused amounts in any calendar year
     being carried over to the four succeeding calendar years); provided
     further, that such amount in any calendar year may be increased by an
     amount not to exceed (a) the cash proceeds received by the Company, any
     Restricted Subsidiary of the Company or Holdings (to the extent contributed
     to the Company) from sales of Equity Interests (other than Disqualified
     Stock) of the Company or Holdings to officers, directors, employees or
     consultants of Holdings, the Company and Restricted Subsidiaries of the
     Company that occur after the date of this Indenture (provided that the
     amount of such cash proceeds utilized for any such repurchase, redemption,
     acquisition or retirement shall not increase the amount available for
     Restricted Payments under clause (3)(B) of Section 4.07(a) plus (b) the
     cash proceeds of key man life insurance policies received by the Company,
     any Restricted Subsidiary of the Company or Holdings (to the extent
     contributed to the Company) after the date of this Indenture (provided that
     the Company may elect to apply all or any portion of the aggregate increase
     contemplated by clauses (a) and (b) above in any calendar year); provided,
     still further, that the cancellation of Indebtedness owing to the Company
     or any Restricted Subsidiary of the Company from such officers, directors,
     employees or consultants in

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<PAGE>

     connection with a repurchase of Equity Interests of Holdings, the Company
     or any Restricted Subsidiary of the Company shall not be deemed to
     constitute a Restricted Payment under this Indenture;

          (5) the repurchase of Equity Interests deemed to occur upon the
     exercise of stock options, warrants or other convertible securities to the
     extent such Equity Interests represent a portion of the exercise price of
     those stock options, warrants or other convertible securities;

          (6) so long as no Default has occurred and is continuing or would be
     caused thereby, the declaration and payment of regularly scheduled or
     accrued dividends to (a) holders of any class or series of Disqualified
     Stock of the Company or any class or series of Disqualified Stock or
     preferred stock of any Restricted Subsidiary of the Company issued on or
     after the date of this Indenture in accordance with Section 4.09(a) and (b)
     holders of any class or series of preferred stock (other than Disqualified
     Stock) of the Company issued after the date of this Indenture; provided
     that at the time of such issuance and after giving pro forma effect
     thereto, the Company would have been able to incur at least $1.00 of
     additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
     set forth under Section 4.09(a);

          (7) Permitted Payments to Holdings;

          (8) other Restricted Payments in an aggregate amount not to exceed
     $25.0 million since the date of this Indenture;

          (9) so long as no Default has occurred and is continuing or would be
     caused thereby, the payment of dividends on the Company's Common Stock (or
     dividends, distributions or advances to Holdings to allow Holdings to pay
     dividends on Holdings' Common Stock), following the first public offering
     of the Company's Common Stock (or of Holdings' Common Stock) after the date
     of this Indenture, of:

               (A) in the case of the first public offering of Common Stock of
          the Company, up to 7.5% per annum of the net proceeds received by the
          Company in such public offering, or

               (B) in the case of the first public offering of Common Stock of
          Holdings, up to 7.5% per annum of the amount contributed to the
          Company by Holdings from the proceeds received by Holdings from such
          offering,

     other than, in each case, public offerings with respect to the Company's
     Common Stock (or Holdings' Common Stock) registered on Form S-8;

          (10) so long as no Default has occurred and is continuing or would be
     caused thereby, payments or distributions to, or dividends, distributions
     or advances to Holdings to allow Holdings to make payments or distributions
     to, dissenting stockholders pursuant to applicable law, pursuant to or in
     connection with a consolidation, merger or transfer of assets that complies
     with the provisions of this Indenture applicable to mergers, consolidations
     and transfers of all or substantially all of the property and assets of the
     Company;

          (11) Investments that are made with Excluded Contributions;

          (12) payments made by the Company to consummate the Transactions
     pursuant to or as contemplated by the Acquisition Documents in effect on
     the date of this Indenture, including,

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<PAGE>

     without limitation, dividends or other distributions to Holdings, or the
     making of loans to Holdings, to allow Holdings to (a) satisfy its
     obligations under the Acquisition Documents (other than any obligations of
     Holdings to purchase, redeem, defease or otherwise acquire or retire for
     value any Equity Interest or Indebtedness of Holdings) and/or (b) fund the
     ongoing payments of fees pursuant to the Management Agreement that are
     permitted to be paid in accordance with Section 4.11, in each case, as such
     agreements are in effect on the date of this Indenture, as amended from
     time to time so long as such amendment is in the good faith judgment of the
     Board of Directors of the Company not more disadvantageous to the Holders
     of the Notes in any material respect than such agreement or document as in
     effect on the date of this Indenture;

          (13) the acquisition of any shares of Disqualified Stock of the
     Company either:

               (A) solely in exchange for shares of Disqualified Stock of the
          Company or Capital Stock of Holdings or

               (B) through the application of the net proceeds of a
          substantially concurrent sale for cash (other than to a Subsidiary of
          the Company) of shares of Disqualified Stock of the Company or, to the
          extent the proceeds are contributed by Holdings to the Company, from
          shares of Capital Stock of Holdings; provided that the amount of any
          such net proceeds that are utilized for any such acquisition shall be
          excluded from clause (3)(B) of Section 4.07(a);

          (14) so long as no Default has occurred and is continuing or would be
     caused thereby, the repurchase, redemption or other acquisition or
     retirement for value of Indebtedness that is contractually subordinated to
     the Notes or any Note Guarantee (a) with Excess Proceeds to the extent such
     Excess Proceeds are permitted to be used for general corporate purposes
     under Section 4.10 or (b) with, after the completion of a Change of Control
     Offer as set forth under Section 4.14, cash offered to redeem Notes
     pursuant to such Change of Control Offer less any cash paid to Holders of
     the Notes pursuant to such Change of Control Offer;

          (15) so long as no Default or Event of Default shall have occurred and
     be continuing, payments of cash, or dividends, distributions or advances to
     Holdings to allow Holdings to make payments of cash, in lieu of the
     issuance of fractional shares upon the exercise of warrants or upon the
     conversion or exchange of, or issuance of Capital Stock in lieu of cash
     dividends on, any Capital Stock of Holdings, the Company or any Restricted
     Subsidiary; and

          (16) payments of dividends, distributions or advances to Holdings to
     allow Holdings to repurchase, redeem or otherwise acquire or retire for
     value shares of Series A preferred stock of Holdings, which shares were
     issued by UAP Holdings on November 24, 2003 or subsequently issued in
     respect of payable-in-kind dividend payments thereon or issued upon
     transfers, stock splits, reclassifications or otherwise in respect thereof,
     in all such cases, which shares are held by a Person other than Apollo or
     any Affiliate of Apollo with, after the completion of a Change of Control
     Offer as set forth under Section 4.14, cash offered to redeem Notes
     pursuant to such Change of Control Offer less any cash paid to Holders of
     the Notes pursuant to such Change of Control Offer.

     (c) The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The Fair Market Value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined in good faith by the Company and (a) in
the case of assets or securities with a Fair Market

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Value in excess of $10 million, shall be set forth in an officer's certificate
delivered to the Trustee or (b) in the case of assets or securities with a Fair
Market Value in excess of $20 million, shall be set forth in a resolution
adopted by the Board of Directors of the Company whose resolution with respect
thereto shall be delivered to the Trustee.

     (d) For purposes of determining compliance with this Section 4.07, if a
Restricted Payment meets the criteria of more than one of the exceptions
described in clauses (1) through (16) of Section 4.07(b) or is entitled to be
made pursuant to Section 4.07(a), the Company may, in its sole discretion,
classify the Restricted Payment in any manner that complies with this Section
4.07.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on its Capital Stock
     to the Company or any of its Restricted Subsidiaries, or with respect to
     any other interest or participation in, or measured by, its profits, or pay
     any indebtedness owed to the Company or any of its Restricted Subsidiaries
     (it being understood that the priority of any preferred stock in receiving
     dividends or liquidating distributions prior to dividends or liquidating
     distributions being paid on common stock shall not be deemed a restriction
     on the ability to pay dividends or make any other distributions on Capital
     Stock);

          (2) make loans or advances to the Company or any of its Restricted
     Subsidiaries (it being understood that any requirement for the
     subordination of loans or advances made to the Company or any Guarantor to
     other Indebtedness incurred by the Company or such Guarantor shall not be
     deemed a restriction on the ability to make loans or advances); or

          (3) sell, lease or transfer any of its properties or assets to the
     Company or any of its Restricted Subsidiaries.

     (b) The restrictions in Section 4.08(a) shall not apply to encumbrances or
restrictions existing under or by reason of:

          (1) agreements governing Existing Indebtedness and Credit Facilities
     as in effect on the date of this Indenture;

          (2) this Indenture, the Notes and the Note Guarantees;

          (3) applicable law, rule, regulation or order;

          (4) any instrument governing Indebtedness or Capital Stock of a Person
     acquired by the Company or any of its Restricted Subsidiaries as in effect
     at the time of such acquisition (except to the extent such Indebtedness was
     incurred or such Capital Stock was issued in connection with or in
     contemplation of such acquisition), which encumbrance or restriction is not
     applicable to any Person, or the properties or assets of any Person, other
     than the Person, or the property or assets of the Person, so acquired;
     provided that, in the case of Indebtedness, such Indebtedness was permitted
     by the terms of this Indenture to be incurred;

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          (5) customary non-assignment provisions in contracts, leases and
     licenses entered into in the ordinary course of business;

          (6) purchase money obligations for property acquired in the ordinary
     course of business and Capital Lease Obligations that impose restrictions
     on the property purchased or leased of the nature described in clause (3)
     of Section 4.08(a);

          (7) any agreement for the sale or other disposition of all the Capital
     Stock of, or all or substantially all of the assets of, a Restricted
     Subsidiary that restricts distributions by that Restricted Subsidiary
     pending the sale or other disposition;

          (8) Liens permitted to be incurred under the provisions of Section
     4.12 that limit the right of the debtor to dispose of the assets subject to
     such Liens;

          (9) provisions limiting the disposition or distribution of assets or
     property in joint venture agreements, asset sale agreements, sale-leaseback
     agreements, stock sale agreements and other similar agreements entered into
     with the approval of the Company's Board of Directors, which limitation is
     applicable only to the assets that are the subject of such agreements;

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

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

          (12) Indebtedness incurred by Restricted Subsidiaries of the Company
     that are not Guarantors pursuant to Section 4.09(a); provided, however,
     that the Board of Directors of the Company determines in good faith at the
     time such dividend or other payment restrictions are created that they do
     not materially adversely affect the Company's ability to fulfill its
     Obligations under the Notes;

          (13) Indebtedness incurred pursuant to clause (13) of Section 4.09(b);
     provided, however, that the Board of Directors of the Company determines in
     good faith at the time such dividend or other payment restrictions are
     created that they do not materially adversely affect the Company's ability
     to fulfill its Obligations under the Notes; and

          (14) any encumbrances or restrictions of the type referred to in
     clauses (1), (2) and (3) of Section 4.08(a) imposed by any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of the contracts, instruments or obligations
     referred to in clauses (1) through (13) of this Section 4.08(b); provided
     that such amendments, modifications, restatements, renewals, increases,
     supplements, refundings, replacements or refinancings are, in the good
     faith judgment of the senior management or Board of Directors of the
     Company, not materially more restrictive with respect to such dividend and
     other payment restrictions than those contained in those contracts,
     instruments or obligations prior to such amendment, modification,
     restatement, renewal, increase, supplement, refunding, replacement or
     refinancing.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

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     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not, and shall not permit any of its Restricted
Subsidiaries to, issue any Disqualified Stock; provided, however, that the
Company and the Guarantors may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock, and the Restricted Subsidiaries of the Company that
are not Guarantors may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock in an aggregate amount not to exceed $50.0 million, if 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, as the case may be, would have been at
least 2.0 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,
and the application of proceeds therefrom had occurred at the beginning of such
four-quarter period.

     (b) The provisions of Section 4.09(a) shall not prohibit the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

          (1) the incurrence by the Company and any Guarantor of additional
     Indebtedness and letters of credit under Credit Facilities in an aggregate
     principal amount at any one time outstanding under this clause (1) (with
     letters of credit being deemed to have a principal amount equal to the face
     amount thereof) not to exceed the greater of (x) $500.0 million or (y) the
     amount of the Borrowing Base, in each case less the amount of any
     Indebtedness outstanding under clause (12) below and in the case of clause
     (x) less the aggregate amount of all Net Proceeds of Asset Sales applied by
     the Company or any of its Restricted Subsidiaries since the date of this
     Indenture to repay any term Indebtedness under a Credit Facility or to
     repay any revolving credit Indebtedness under a Credit Facility and effect
     a corresponding commitment reduction thereunder pursuant to Section 4.10;
     provided that the amount of Indebtedness permitted to be incurred pursuant
     to the Credit Agreement in accordance with this clause (1) shall be in
     addition to any Indebtedness to be incurred pursuant to the Credit
     Agreement in reliance on and in accordance with clauses (4) and (13) of
     this Section 4.09(b);

          (2) the incurrence by the Company and its Restricted Subsidiaries of
     the Existing Indebtedness;

          (3) the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Note Guarantees to be issued on
     the date of this Indenture and the Exchange Notes and the related Note
     Guarantees to be issued pursuant to the Registration Rights Agreement;

          (4) the incurrence by the Company or any of its Restricted
     Subsidiaries of (a) Indebtedness, including Capital Lease Obligations,
     mortgage financings or purchase money obligations, in each case incurred
     for the purpose of financing all or any part of the purchase price or cost
     of design, construction, installation or improvement of property (real or
     personal), plant or equipment used in the business of the Company or any of
     its Restricted Subsidiaries or (b) Acquired Debt, in an aggregate principal
     amount, including all Permitted Refinancing Indebtedness incurred to renew,
     refund, refinance, replace, defease or discharge any Indebtedness incurred
     pursuant to this clause (4), not to exceed $30.0 million at any time
     outstanding; provided that all or a portion of the $30.0 million permitted
     to be incurred under this clause (4) may, at the option of the Company, be
     incurred under the Credit Agreement (in addition to the amount that

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     would otherwise be permitted to be incurred under clause (1) of this
     Section 4.09(b)) or clause (13) below (in addition to the amount set forth
     therein);

          (5) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to renew, refund, refinance, replace,
     defease or discharge any Indebtedness (other than intercompany
     Indebtedness) that was permitted by this Indenture to be incurred under
     Section 4.09(a) or clauses (2), (3), (4), (5) or (13) of this Section
     4.09(b);

          (6) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries; provided, however, that:

               (a) if the Company or any Guarantor is the obligor on such
          Indebtedness and the payee is not the Company or a Guarantor, such
          Indebtedness must be expressly subordinated to the prior payment in
          full in cash of all Obligations then due with respect to the Notes, in
          the case of the Company, or the Note Guarantee, in the case of a
          Guarantor; and

               (b) (i) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than (x) the Company, (y) a Restricted Subsidiary of the Company or
          (z) the lenders or collateral agent under any Credit Facility if such
          issuance or transfer is in connection with a foreclosure on the
          collateral securing the Credit Facility and (ii) any sale or other
          transfer of any such Indebtedness to a Person that is not either (x)
          the Company, (y) a Restricted Subsidiary of the Company or (z) the
          lenders or collateral agent under any Credit Facility if such sale or
          transfer is in connection with a foreclosure on the collateral
          securing the Credit Facility;

     shall be deemed, in each case, to constitute an incurrence of such
     Indebtedness by the Company or such Restricted Subsidiary, as the case may
     be, that was not permitted by this clause (6);

          (7) the issuance by any of the Company's Restricted Subsidiaries to
     the Company or to any of its Restricted Subsidiaries of shares of
     Disqualified Stock; provided, however, that:

               (a) any subsequent issuance or transfer of Equity Interests that
          results in any such Disqualified Stock being held by a Person other
          than (x) the Company, (y) a Restricted Subsidiary of the Company or
          (z) the lenders or collateral agent under any Credit Facility if such
          issuance or transfer is in connection with a foreclosure on the
          collateral securing the Credit Facility; and

               (b) any sale or other transfer of any such Disqualified Stock to
          a Person that is not either (x) the Company, (y) a Restricted
          Subsidiary of the Company or (z) the lenders or collateral agent under
          any Credit Facility if such sale or transfer is in connection with a
          foreclosure on the collateral securing the Credit Facility;

     shall be deemed, in each case, to constitute an issuance of such
     Disqualified Stock by such Restricted Subsidiary that was not permitted by
     this clause (7);

          (8) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations in the ordinary course of business;

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          (9) the guarantee by (a) the Company or any of the Guarantors of
     Indebtedness of the Company or a Guarantor or (b) any Restricted Subsidiary
     of the Company that is not a Guarantor of any Indebtedness of the Company
     or a Restricted Subsidiary of the Company, in each case that was permitted
     to be incurred by another provision of this Section 4.09; provided that if
     the Indebtedness being guaranteed is subordinated to or pari passu with the
     Notes, then the guarantee shall be subordinated or pari passu, as
     applicable, to the same extent as the Indebtedness guaranteed;

          (10) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness constituting reimbursement obligations with
     respect to letters of credit issued in the ordinary course of business and
     other Indebtedness in respect of workers' compensation claims,
     self-insurance obligations, bankers' acceptances, performance, bid and
     surety bonds and completion guarantees provided by the Company or any
     Restricted Subsidiary in the ordinary course of business;

          (11) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     drawn against insufficient funds, so long as such Indebtedness is covered
     within five Business Days;

          (12) the incurrence by a Receivables Subsidiary of Indebtedness in a
     Qualified Receivables Transaction that is without recourse to the Company
     or to any Restricted Subsidiary of the Company or their assets (other than
     such Receivables Subsidiary and its assets and, as to the Company or any
     Restricted Subsidiary of the Company, other than pursuant to
     representations, warranties, covenants and indemnities customary for such
     transactions) and is not guaranteed by any such Person;

          (13) the incurrence by the Company or any of its Restricted
     Subsidiaries of additional Indebtedness, and the issuance by the Company or
     any of its Restricted Subsidiaries of Disqualified Stock, in an aggregate
     amount (or accreted value or liquidation preference, as applicable) at any
     time outstanding, including all Permitted Refinancing Indebtedness incurred
     to renew, refund, refinance, replace, defease or discharge any Indebtedness
     incurred pursuant to this clause (13), not to exceed $50.0 million (which
     amount may, but need not, be incurred in whole or in part under the Credit
     Agreement) plus up to an additional amount as contemplated by, and to the
     extent not incurred under, clause (4) of this Section 4.09(b);

          (14) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary of the Company providing for indemnification,
     adjustment of purchase price or similar obligations, in each case, incurred
     in connection with the acquisition or disposition of any business, assets
     or a Subsidiary of the Company in accordance with the terms of this
     Indenture, other than guarantees of Indebtedness incurred by any Person
     acquiring all or any portion of such business, assets or Subsidiary for the
     purpose of financing such acquisition;

          (15) pledges, deposits or payments made or given in the ordinary
     course of business in connection with or to secure statutory, regulatory or
     similar obligations, including obligations under health, safety or
     environmental obligations, or arising from guarantees to suppliers,
     lessors, licensees, contractors, franchisees or customers of obligations,
     other than Indebtedness, made in the ordinary course of business;

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          (16) Indebtedness of the Company or any of its Restricted Subsidiaries
     consisting of (x) the financing of insurance premiums in the ordinary
     course of business or (y) take-or-pay obligations contained in supply
     arrangements entered into in the ordinary course of business;

          (17) Indebtedness of the Company or any Restricted Subsidiary
     supported by a letter of credit issued pursuant to any Credit Facility, in
     a principal amount not in excess of the stated amount of such letter of
     credit; provided such letter of credit was permitted to be issued under
     clause (1) above; and

          (18) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness, the net proceeds of which are used to defease
     the Notes pursuant to Article 8.

     (c) The Company shall not incur, and shall not permit any Guarantor to
incur, any Indebtedness (including Permitted Debt) that is contractually
subordinated in right of payment to any other Indebtedness of the Company or
such Guarantor unless such Indebtedness is also contractually subordinated in
right of payment to the Notes and the applicable Note Guarantee on substantially
identical terms; provided, however, that no Indebtedness shall be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Company solely by virtue of being unsecured or by virtue of being secured on a
first or junior Lien basis.

     (d) 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 (18) of
Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), the
Company shall 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. Indebtedness
under Credit Facilities outstanding on the date on which Notes are first issued
and authenticated under this Indenture shall initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt. 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, the
reclassification of Disqualified Stock as Indebtedness due to a change in
accounting principles, and the payment of dividends on Disqualified Stock in the
form of additional shares of the same class of Disqualified Stock shall not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
for purposes of this covenant; provided, in each such case, that the amount
thereof is included in Fixed Charges of the Company as accrued. Notwithstanding
any other provision of this Section 4.09, the maximum amount of Indebtedness
that the Company or any Restricted Subsidiary may incur pursuant to this Section
4.09 shall not be deemed to be exceeded solely as a result of fluctuations in
exchange rates or currency values.

     (e) The amount of any Indebtedness outstanding as of any date shall be:

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

          (2) the principal amount of the Indebtedness, in the case of any other
Indebtedness; and

          (3) in respect of Indebtedness of another person secured by a Lien on
the assets of the specified person, the lesser of:

               (A) the Fair Market Value of such assets at the date of
          determination, and

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               (B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

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

          (1) the Company (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of the Asset Sale at least equal to the
     Fair Market Value (as determined in good faith by the Company's senior
     management or, in the case of an Asset Sale in excess of $5.0 million, the
     Company's Board of Directors) of the assets or Equity Interests issued or
     sold or otherwise disposed of; and

          (2) at least 75% of the consideration received in the Asset Sale by
     the Company or such Restricted Subsidiary is in the form of cash or Cash
     Equivalents. For purposes of this provision, each of the following shall be
     deemed to be cash:

               (A) any liabilities as shown on the Company's most recent
          consolidated balance sheet, of the Company or any Restricted
          Subsidiary (other than contingent liabilities for which a reserve has
          not been established in accordance with GAAP and which are not
          otherwise quantifiable and liabilities that are by their terms
          subordinated to the Notes or any Note Guarantee) that are assumed by
          the transferee of any such assets;

               (B) any securities, notes, other obligations or other assets
          received by the Company or any such Restricted Subsidiary from such
          transferee that are converted by the Company or such Restricted
          Subsidiary into cash within 180 days after such Asset Sale to the
          extent of the cash received in that conversion; and

               (C) any stock or assets of the kind referred to in clauses (2) or
          (4) of Section 4.10(b).

     (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may apply such Net Proceeds at its option:

          (1) to repay secured Indebtedness and other secured Obligations under
     Credit Facilities and, if the Indebtedness repaid is revolving credit
     Indebtedness, to correspondingly reduce commitments with respect thereto;

          (2) to acquire all or substantially all of the assets of, or any
     Capital Stock of, another Permitted Business, if, after giving effect to
     any such acquisition of Capital Stock, the Permitted Business is or becomes
     a Restricted Subsidiary of the Company;

          (3) to make capital expenditures;

          (4) to acquire other assets that are used or useful in a Permitted
     Business; or

          (5) to do any combination of the foregoing.

Pending the final application of any Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest such Net Proceeds in any
manner that is not prohibited by this Indenture.

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     (c) Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the Section 4.10(b) shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, within five days
thereof, the Company shall make an Asset Sale Offer pursuant to Section 3.09 to
all Holders of Notes and, at the option of the Company, all holders of other
Indebtedness that is pari passu with the Notes to purchase the maximum principal
amount of Notes and such other pari passu Indebtedness, if applicable, that may
be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer
shall be equal to 100% of principal amount plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, and shall be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. 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 shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

     (d) 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 each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section 3.09 or this Section 4.10, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under Section 3.09 or this Section 4.10 by virtue of such
compliance. The provisions of this Section 4.10 may be waived or modified with
the written consent of the Holders of a majority in principal amount of Notes.

Section 4.11 Transactions with Affiliates.

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

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

          (2) the Company delivers to the Trustee:

               (A) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $5.0 million, an Officers' Certificate attaching a
          resolution of the Board of Directors of the Company stating that such
          Affiliate Transaction complies with this Section 4.11 and that such
          Affiliate Transaction has been approved by the Board of Directors of
          the Company; and

               (B) with respect to any Affiliate Transaction or series of
          related Affiliate Transactions involving aggregate consideration in
          excess of $15.0 million, an opinion as to the fairness to the Company
          or such Subsidiary of such Affiliate Transaction from a financial
          point of view issued by an accounting, appraisal or investment banking
          firm of national standing.

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     (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.11(a):

          (1) any employment or other compensation arrangement or agreement,
     employee benefit plan, stock option plan, stock ownership plan or any
     similar arrangement entered into by the Company or any of its Restricted
     Subsidiaries in the ordinary course of business and payments, awards and
     grants pursuant thereto;

          (2) transactions between or among the Company and any of its
     Restricted Subsidiaries;

          (3) transactions with a Person (other than an Unrestricted Subsidiary
     of the Company) that is an Affiliate of the Company solely because the
     Company owns, directly or through a Restricted Subsidiary, an Equity
     Interest in, or controls, such Person;

          (4) payment of reasonable directors' fees to Persons who are not
     otherwise Affiliates of the Company and the payment of customary
     indemnification to directors, officers, employees and consultants of the
     Company, any Restricted Subsidiary of the Company or any direct or indirect
     parent of the Company;

          (5) any issuance of Equity Interests (other than Disqualified Stock)
     of the Company to Affiliates of the Company or any contribution to the
     capital of the Company by Affiliates of the Company;

          (6) Permitted Investments and Restricted Payments that do not violate
     Section 4.07;

          (7) payment of fees pursuant to the Management Agreement as in effect
     on the date of this Indenture or pursuant to any amendment, restatement or
     replacement thereof to the extent that such amendment, restatement or
     replacement does not provide for any fees or other payments in excess of
     those set forth in the Management Agreement as in effect on the date of
     this Indenture;

          (8) loans or advances to officers, directors, employees or consultants
     that are approved by the Company's Board of Directors in good faith;

          (9) any agreement as in effect and entered into as of the date of this
     Indenture or any amendment thereto or any transaction contemplated thereby
     (including pursuant to any amendment thereto) in any replacement agreement
     thereto so long as any such amendment or replacement agreement is not more
     disadvantageous to the Holders of the Notes in any material respect than
     the original agreement as in effect on the date of this Indenture;

          (10) the payment of all fees and expenses related to the Transactions;

          (11) transactions with customers, clients, suppliers or purchasers or
     sellers of goods or services, in each case in the ordinary course of
     business and otherwise in compliance with the terms of this Indenture that
     are on terms no less favorable than those that would reasonably have been
     obtained in a comparable transaction at such time with an unrelated party
     or that are fair to the Company and its Restricted Subsidiaries in the
     reasonable determination of the Board of Directors of the Company or the
     senior management of the Company;

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<PAGE>

          (12) transactions in which the Company or any of its Restricted
     Subsidiaries, as the case may be, delivers to the Trustee a letter from an
     independent financial advisor stating that such transaction is fair to the
     Company or such Restricted Subsidiary from a financial point of view or
     meets the requirements of clause (1) of Section 4.11(a); and

          (13) any tax sharing agreement or arrangement and payments pursuant
     thereto among the Company and its Subsidiaries and any other Person with
     which the Company or its Subsidiaries is required or permitted to file a
     consolidated tax return or with which the Company or any of its Restricted
     Subsidiaries is or could be part of a consolidated group for tax purposes
     in amounts not otherwise prohibited by this Indenture.

Section 4.12 Liens.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or otherwise
cause or suffer to exist or become effective any Lien of any kind (other than
Permitted Liens) upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under this Indenture and the Notes are
secured:

          (1) in the event that such Liens secure Indebtedness that is
     subordinate or junior in right of payment to the Notes or any Note
     Guarantee, by a Lien that is expressly made prior and senior in priority to
     the Lien securing such other Indebtedness; or

          (2) in all other cases, 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 Corporate Existence.

     Subject to Article 5, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect:

          (1) its corporate existence, and the corporate, partnership or other
     existence of each of its Restricted Subsidiaries, in accordance with the
     respective organizational documents (as the same may be amended from time
     to time) of the Company or any such Restricted Subsidiary; and

          (2) the rights (charter and statutory), licenses and franchises of the
     Company and its Restricted Subsidiaries; provided, however, that the
     Company and its Restricted Subsidiaries shall not be required to preserve
     any such right, license or franchise, or the corporate, partnership or
     other existence of any of the Company's Restricted Subsidiaries, if the
     Board of Directors of the Company shall determine that the preservation
     thereof is no longer desirable in the conduct of the business of the
     Company and its Restricted Subsidiaries, taken as a whole, and that the
     loss thereof is not adverse in any material respect to the Holders of the
     Notes.

Section 4.14 Offer to Repurchase Upon Change of Control.

     (a) If a Change of Control occurs, the Company shall make an offer (a
"Change of Control Offer") to each Holder to repurchase all or any part (equal
to $1,000 or an integral multiple of $1,000) of such Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
repurchased to the date of purchase, subject to the rights of the Holders of the
Notes on the relevant record date to receive interest due on the relevant
interest payment date (the "Change of Control Payment"). Within 45 days
following

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any Change of Control, the Company shall mail a notice to each Holder describing
the transaction or transactions that constitute the Change of Control and
stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.14 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 shall continue to accrue interest;

          (4) that, unless 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 shall be required to surrender the Notes, with the
     form entitled "Option of Holder to Elect Purchase" attached to the Notes
     completed, or transfer by book-entry transfer, 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 shall 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,
     telex, 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 shall 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 those laws and regulations are applicable in connection with the
repurchase of the Notes pursuant to a Change of Control Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.14, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.14 by virtue of such compliance.

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

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

          (2) 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

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

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     The Paying Agent shall promptly mail (but in any case not later than five
days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
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 new Note shall be in a
principal amount of $1,000 or an integral multiple of $1,000.

     (c) Notwithstanding anything to the contrary in this Section 4.14, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.14 and purchases all Notes validly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been given pursuant
to Section 3.07, unless and until there is a default in payment of the
applicable redemption price.

Section 4.15 Limitation on Issuances of Guarantees of Indebtedness.

     The Company shall not permit any of its Domestic Subsidiaries that are not
already Guarantors, directly or indirectly, to Guarantee or pledge any assets to
secure the payment of any other Indebtedness of the Company unless such Domestic
Subsidiary simultaneously executes and delivers a supplemental indenture to this
Indenture providing for the Guarantee of the payment of the Notes by such
Domestic Subsidiary, which Guarantee shall be senior to or pari passu with such
Domestic Subsidiary's Guarantee of or pledge to secure such other Indebtedness.

Section 4.16 Additional Note Guarantees.

     If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture (each, a "New
Domestic Restricted Subsidiary") that, after giving pro forma effect to the
acquisition or organization of such New Domestic Restricted Subsidiary or
Subsidiaries (if applicable), together with each other New Domestic Restricted
Subsidiary, has consolidated assets or Consolidated Cash Flow which exceeds five
percent of the total consolidated assets, as of the end of the most recently
completed fiscal quarter for which financial statements are available, or total
Consolidated Cash Flow, for the most recent preceding four fiscal quarters for
which financial statements are available, of the Company and its Restricted
Subsidiaries, the Company shall cause each New Domestic Restricted Subsidiary to
execute a supplemental indenture and a Note Guarantee and deliver an Opinion of
Counsel satisfactory to the Trustee within 10 Business Days of the date on which
it was acquired or created. Thereafter, such New Domestic Restricted Subsidiary
shall be a Guarantor for all purposes of this Indenture. The form of such Note
Guarantee is attached as Exhibit D hereto.

Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.

     The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary designated as
Unrestricted shall be deemed to be an Investment made as of the time of the
designation and shall reduce the amount available for Restricted Payments under
Section 4.07 or under one or more clauses of the definition of Permitted
Investments, as determined by the Company. That designation shall only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation
would not cause a Default.

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     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolutions of the Board of Directors of the Company
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the preceding conditions and was permitted under
Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet
the preceding requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09, the Company shall
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 of the
Company; provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (1) such Indebtedness is permitted by 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.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

     (a) The Company shall not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

          (1) either:

               (A) the Company is the surviving corporation; or

               (B) the Person formed by or surviving any such consolidation or
          merger (if other than the Company) or to which such sale, assignment,
          transfer, conveyance or other disposition has been made is a
          corporation, partnership or limited liability company organized or
          existing under the laws of the United States, any state of the United
          States or the District of Columbia; provided that if the Person is a
          partnership or limited liability company, a corporation wholly owned
          by such Person organized or existing under the laws of the United
          States, any state of the United States or the District of Columbia
          that does not and will not have any material assets or operations
          becomes a co-issuer of the Notes pursuant to a supplemental indenture
          substantially in the form of Exhibit E attached hereto;

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

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

          (4) the Company, or the Person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such sale,
     assignment, transfer, conveyance or

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<PAGE>

     other disposition has been made would, on the date of such transaction
     after giving pro forma effect thereto and any related financing
     transactions as if the same 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
     Section 4.09(a).

     (b) The Company shall not, directly or indirectly, lease all or
substantially all of its properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any other
Person.

     (c) This Section 5.01 shall not apply to:

          (1) a merger of the Company with an Affiliate solely for the purpose
     of reincorporating the Company in another jurisdiction;

          (2) any sale, assignment, transfer, conveyance, lease or other
     disposition of assets between or among the Company and its Wholly-Owned
     Restricted Subsidiaries that are Domestic Subsidiaries and Guarantors; or

          (3) any consolidation or merger between or among the Company and any
     of its Wholly-Owned Restricted Subsidiaries that are Domestic Subsidiaries
     and Guarantors.

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 a transaction that is subject to, and that complies with the
provisions of, Section 5.01, the successor corporation 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 corporation 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
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

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

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

          (2) the Company defaults in the payment when due (at maturity, upon
     redemption or otherwise) of the principal of, or premium, if any, on the
     Notes, including the failure to make a payment to purchase Notes called for
     redemption pursuant to Section 3.07, Section 3.09, Section 4.10 or Section
     4.14;

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          (3) the Company or any of its Restricted Subsidiaries fails to comply
     with any of the other agreements in this Indenture for 45 days after notice
     to the Company by the Trustee or the Holders of at least 25% in aggregate
     principal amount of the Notes then outstanding voting as a single class;

          (4) a default occurs under any mortgage, indenture or instrument under
     which there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Restricted 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 interest or
          premium, if any, 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 case, 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 $20.0 million or more;

          (5) a failure by the Company or any of its Restricted Subsidiaries
     that is a Significant Subsidiary to pay final judgments entered by a court
     or courts of competent jurisdiction aggregating in excess of $10.0 million
     (net of any amounts that are covered by enforceable insurance policies
     issued by solvent carriers), which judgments are not paid, discharged or
     stayed for a period of 60 days after such judgments become final and
     nonappealable;;

          (6) the Company or any of its Restricted Subsidiaries that is a
     Significant Subsidiary or any group of Restricted Subsidiaries of the
     Company that, taken together, 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, or

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

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

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

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<PAGE>

               (B) appoints a custodian of the Company or any of its Restricted
          Subsidiaries that is a Significant Subsidiary or any group of
          Restricted Subsidiaries of the Company that, taken together, would
          constitute a Significant Subsidiary or for all or substantially all of
          the property of the Company or any of its Restricted Subsidiaries that
          is a Significant Subsidiary or any group of Restricted Subsidiaries of
          the Company that, taken together, would constitute a Significant
          Subsidiary; or

               (C) orders the liquidation of the Company or any of its
          Restricted Subsidiaries that is a Significant Subsidiary or any group
          of Restricted Subsidiaries of the Company that, taken together, would
          constitute a Significant Subsidiary;

          and the order or decree remains unstayed and in effect for 60
          consecutive days; and

          (8) except as permitted by this Indenture, any Note Guarantee made by
     a Guarantor that is a Significant Subsidiary is held in any judicial
     proceeding to be unenforceable or invalid or ceases for any reason to be in
     full force and effect or any such Guarantor, or any Person acting on behalf
     of any such Guarantor, denies or disaffirms its obligations under its Note
     Guarantee.

Section 6.02 Acceleration.

     In the case of an Event of Default specified in clause (6) or (7) of
Section 6.01, with respect to the Company, all outstanding Notes shall become
due and payable immediately without further action or notice. If any other Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately; provided that so long as any
Indebtedness permitted to be incurred pursuant to any Credit Facilities is
outstanding, such acceleration shall not be effective until the earlier of (1)
the acceleration of such Indebtedness under the Credit Facilities or (2) five
Business Days after receipt by the Company of written notice of such
acceleration.

     Upon any such declaration, the Notes shall become due and payable
immediately.

     The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration and its consequences if the recission would not
conflict with any judgment or decree and if all Events of Default (except
nonpayment of principal, interest or premium or Liquidated Damages, if any, that
has become due solely because of the acceleration) have been cured or waived.

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 and Liquidated
Damages, if any, and interest 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.

Section 6.04 Waiver of Past Defaults.

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     Holders of a majority in aggregate principal amount of the then outstanding
Notes by notice to the Trustee may on behalf of the Holders of all of the Notes
waive an existing Default or Event of Default and its consequences hereunder,
except a continuing Default or Event of Default in the payment of the principal
of, premium and Liquidated Damages, if any, or interest on, the Notes (including
in connection with an offer to purchase; provided, however, that the Holders of
a majority in aggregate principal amount of the then outstanding Notes may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration. Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

Section 6.05 Control by Majority.

     Holders of a majority in aggregate 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 or power
conferred on it. However, 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.

Section 6.06 Limitation on Suits.

     Except to enforce the right to receive payment of principal, premium, if
any, or Liquidated Damages, if any, or interest when due, no Holder may pursue
any remedy with respect to this Indenture or the Notes unless:

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

          (2) Holders of at least 25% in aggregate principal amount of the then
     outstanding Notes request the Trustee to pursue the remedy;

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

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

          (5) during such 60-day period the Holders of a majority in aggregate
     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 and Liquidated
Damages, if any, and interest on a Note, on or after the respective due dates
expressed in such Note (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.

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Section 6.08 Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(1) or (2) 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
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable 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 and counsel, and any other amounts due the Trustee under
Section 7.07. 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 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 or property pursuant to this Article 6,
it shall pay out the money or property, or after an Event of Default has
occurred, any money or other property distributable in respect of the Company's
obligations under this Indenture shall be paid in the following order:

          First: to the Trustee (including any predecessor Trustee), its agents
     and attorneys for amounts due under Section 7.07, including payment of all
     compensation, expenses 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 and Liquidated Damages, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Liquidated
     Damages, if any, and interest, respectively; and

          Third: 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.

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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, or a suit by Holders of more than 10% in principal amount of
the then outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01 Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same 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:

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

          (2) 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:

          (1) this Section 7.01(c) does not limit the effect of Section 7.01(b);

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

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

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

     (e) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

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Section 7.02 Rights of Trustee.

     (a) The Trustee may conclusively rely 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
Officers' 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 Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel 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 its rights
and powers under this Indenture at the request or direction of any of the
Holders unless such Holders have offered to the Trustee reasonable security and
indemnity satisfactory to it against the losses, 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 or be deemed to have
notice of any Default or Event of Default unless such notice is delivered as set
forth under Section 12.02 hereof and such notice identifies such a Default or
Event of Default and references this Indenture.

     (h) The delivery of any reports, information and documents to the Trustee
pursuant to Section 4.03 is for informational purposes only and the Trustee's
receipt of such reports, information or documents shall not constitute notice or
constructive notice of any information contained therein or determinable from
information contained therein, including the Company's compliance with any of
its covenants under this Indenture (as to which the Trustee is entitled to rely
exclusively on an Officers' Certificate).

     (i) The permissive right of the Trustee to take or refrain from taking any
actions enumerated in this Indenture shall not be construed as a delay.

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

Section 7.03 Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee 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

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must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) 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.

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 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 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 of principal of, premium or
Liquidated Damages, if any, or interest on, any Note, 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.

     (a) 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 (S) 313(a) (but if no event described in
TIA (S) 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA (S)
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA (S) 313(c).

     (b) A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed by the Trustee to the Company and filed by the Trustee
with the SEC and each stock exchange on which the Notes are listed in accordance
with TIA (S) 313(d). The Company shall promptly notify the Trustee when the
Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

     (a) The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. 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 expenses incurred or
made by it in addition to the compensation for its services, except any such
disbursements, advances and expenses as may be attributable to the Trustee's
negligence or willful misconduct. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

     (b) The Company and the Guarantors shall indemnify the Trustee and its
directors, officers, employees, and agents against any and all losses,
liabilities or expenses (including reasonable attorneys' fees and expenses)
incurred by it or them 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

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Indenture against the Company and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, the
Guarantors, 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 willful misconduct. 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 or any of the Guarantors of their
obligations hereunder. The Company or such Guarantor shall defend the claim and
the Trustee shall cooperate in the defense. The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel; provided, however, that the Company and the Guarantors will not be
required to pay such fees and expenses if, subject to the approval of the
Trustee, it assumes the Trustee's defense and there is no conflict of interest
between the Company and the Guarantors and the Trustee subject to the claim in
connection with such defense as reasonably determined by the Trustee. Neither
the Company nor any Guarantor need pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

     (c) The obligations of the Company and the Guarantors under this Section
7.07 shall survive the resignation or removal of the Trustee, the termination
and satisfaction and discharge of this Indenture.

     (d) To secure the Company's and the Guarantors' 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 and interest on particular Notes. Such Lien shall survive the
resignation or removal of the Trustee, the termination and satisfaction and
discharge of this Indenture.

     (e) In addition to and without prejudice to its other rights hereunder,
when the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(6) or (7) 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.

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

Section 7.08 Replacement of Trustee.

     (a) 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.

     (b) 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:

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

          (2) 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;

          (3) a receiver, custodian or public officer takes charge of the
     Trustee or its property; or

          (4) the Trustee becomes incapable of acting.

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     (c) 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.

     (d) 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.

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

     (f) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

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

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 and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

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

Section 7.11 Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

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     The Company may, at its option, and at any time, elect to have either
Section 8.02 or 8.03 be applied to all outstanding Notes and the Note Guarantees
upon compliance with the conditions set forth below in Section 8.04.

Section 8.02 Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 of the option applicable to
this Section 8.02, the Company and each of the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04, be deemed to have been
discharged from their obligations with respect to all outstanding Notes and the
Note Guarantees on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company and the Guarantors shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes and the Note
Guarantees, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 and the other Sections of this Indenture referred to in
clauses (1) and (2) below, and to have satisfied all their other obligations
under such Notes, the Note Guarantees 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:

          (1) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, or interest or premium and Liquidated Damages,
     if any, on such Notes when such payments are due from the trust referred to
     in Section 8.04;

          (2) the Company's obligations with respect to such Notes under Article
     2 and Section 4.02;

          (3) the rights, powers, trusts, duties and immunities of the Trustee
     hereunder and the Company's and the Guarantors' obligations in connection
     therewith; and

          (4) this Article 8.

     Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03.

Section 8.03 Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 of the option applicable to
this Section 8.03, the Company and each of the Guarantors shall, subject to the
satisfaction of the conditions set forth in Section 8.04, be released from each
of their obligations under the covenants contained in Sections 3.09, 4.03, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17, clause (4) of
Section 5.01(a) and 5.01(b) with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 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 and the Note Guarantees, the Company and the
Guarantors 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

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Section 6.01, but, except as specified above, the remainder of this Indenture
and such Notes and Note Guarantees shall be unaffected thereby. Upon the
Company's exercise under Section 8.01 of the option applicable to this Section
8.03, subject to the satisfaction of the conditions set forth in Section 8.04,
Sections 6.01(3) through 6.01(5) and 6.01(8) shall not constitute Events of
Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

     In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03:

          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders, 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 investment bank,
     appraisal firm, or 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 date for payment thereof or on the
     applicable redemption date, as the case may be, and the Company must
     specify whether the Notes are being defeased to such stated date for
     payment or to a particular redemption date;

          (2) in the case of an election under Section 8.02, the Company must
     deliver to the Trustee an Opinion of Counsel 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 of this Indenture, there has been a change in
          the applicable federal income tax law,

          in either case to the effect that, and based thereon such Opinion of
          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;

          (3) in the case of an election under Section 8.03, the Company must
     deliver to the Trustee an Opinion of Counsel 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;

          (4) 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) and the deposit shall not result in a breach or violation of, or
     constitute a default under, any other material instrument to which the
     Company or any Guarantor is a party or by which the Company or any
     Guarantor is bound;

          (5) 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 or
     any of its Subsidiaries is a party or by which the Company or any of its
     Subsidiaries is bound;

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

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

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

     Subject to Section 8.06, all cash 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 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 and Liquidated Damages, if any, and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 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.

     Notwithstanding anything in this Article 8 to the contrary, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any cash or non-callable Government Securities held by it as provided in
Section 8.04 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(1)), 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 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, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Liquidated Damages, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), 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.

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     If the Trustee or Paying Agent is unable to apply any cash or non-callable
Government Securities in accordance with Article 8, as the case may be, by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's and the Guarantors' obligations under this Indenture and the Notes and
the Note Guarantees shall be revived and reinstated as though no deposit had
occurred pursuant to this Article 8 until such time as the Trustee or Paying
Agent is permitted to apply all such cash or non-callable Government securities
in accordance with this Article 8, as the case may be; provided, however, that,
if the Company makes any payment of principal of, premium or Liquidated Damages,
if any, or interest 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 cash or non-callable Government Securities held by
the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Note Guarantees or
the Notes without the consent of any Holder of a Note:

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

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

          (3) to provide for the assumption of the Company's or a Guarantor's
     obligations to the Holders of the Notes and the Note Guarantees in the case
     of a merger or consolidation or sale of all or substantially all of the
     Company's or such Guarantor's assets, as applicable;

          (4) 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;

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

          (6) to conform the text of this Indenture, the Notes or the Note
     Guarantees to any provision of the Description of Notes contained in the
     Offering Memorandum dated December 11, 2003, as supplemented on December
     15, 2003, to the extent that such provision in the Description of Notes was
     intended to be a verbatim recitation of a provision of this Indenture, the
     Notes or the Note Guarantees;

          (7) to provide for the issuance of Additional Notes, in accordance
     with the limitations set forth in this Indenture as of the date hereof; or

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

Section 9.02 With Consent of Holders of Notes.

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     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.14), the Note Guarantees and the Notes with the consent of the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or
Event of Default or compliance with any provision of this Indenture, the Note
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes).

     It is not 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 is 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 Notes 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. Subject to Sections 6.04 and 6.07, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture, the Notes, or the Note Guarantees. However,
without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

          (2) reduce the principal of or change the fixed maturity of any Note
     or alter any of the provisions with respect to the redemption of the Notes
     other than provisions relating to the covenants as set forth in Section
     3.09, Section 4.10 and Section 4.14;

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

          (4) waive a Default or Event of Default in the payment of principal of
     or premium or Liquidated Damages, if any, or interest on the Notes (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);

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

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

          (7) waive a redemption payment with respect to any Note (other than a
     payment required by Sections 3.09, 4.10 or 4.14);

          (8) release any Guarantor that is a Significant Subsidiary from any of
     its obligations under its Note Guarantee or this Indenture, except in
     accordance with the terms of this Indenture; or

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          (9) make any change to this Section 9.02.

Section 9.03 Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in a 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 of a Note 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 of a Note 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. An amendment, supplement or waiver becomes effective in accordance
with its terms and 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, upon receipt of an
Authentication Order, 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.

     The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01) shall be
fully protected in relying upon, in addition to the documents required by
Section 12.04, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01. Guarantee.

     (a) Subject to this Article 10, 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:

          (1) the principal of, premium and Liquidated Damages, if any, and
     interest on the Notes shall 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,

                                       84

<PAGE>

     and all other obligations of the Company to the Holders or the Trustee
     hereunder or thereunder shall be promptly paid in full or performed, all in
     accordance with the terms hereof and thereof; and

          (2) in case of any extension of time of payment or renewal of any
     Notes or any of such other obligations, the same shall 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 failing performance
of any other obligation of the Company so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay, or to perform or
cause the performance of, the same immediately. Each Guarantor agrees that this
is a guarantee of payment and not a guarantee of collection.

     (b) The Guarantors hereby agree that their obligations hereunder are
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.

     (c) 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.

     (d) 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, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 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 (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6, 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 Guarantee.

Section 10.02. 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
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 shall be limited to the maximum amount that shall, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor

                                       85

<PAGE>

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 10, result in the obligations of such Guarantor under its Note
Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03. Execution and Delivery of Note Guarantee.

     To evidence its Note Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Note Guarantee substantially in the form
attached as Exhibit D hereto 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 one of its Officers.

     Each Guarantor hereby agrees that its Note Guarantee set forth in Section
10.01 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.

     In the event that the Company or any of its Restricted Subsidiaries creates
or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.16, the Company shall cause such Domestic Subsidiary to
comply with the provisions of Section 4.16 and this Article 10, to the extent
applicable.

Section 10.04. Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 10.05, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:

          (1) immediately after giving effect to such transaction, no Default or
     Event of Default exists; and

          (2) either:

               (a) subject to Section 10.05, the Person acquiring the assets in
     any such sale or disposition or the Person formed by or surviving any such
     consolidation or merger (if other than that Guarantor) assumes all the
     obligations of that Guarantor under this Indenture and the Note Guarantee,
     pursuant to a supplemental indenture in form and substance reasonably
     satisfactory to the Trustee, and the Registration Rights Agreement, or

               (b) the Net Proceeds of such sale or other disposition are
     applied in accordance with the applicable provisions of this Indenture,
     including without limitation, Section 4.10.

     Upon satisfaction of the conditions described in the foregoing paragraph,
the successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein

                                       86

<PAGE>

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 Articles 4 and 5, 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 10.05. Releases.

     (a) In the event of (1) any sale or other disposition of all or
substantially all of the assets of any Guarantor (including by way of merger,
consolidation) or (2) any 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 transaction) the Company or a Restricted Subsidiary of the
Company, the applicable Guarantor shall be automatically and unconditionally
released and relieved of any obligations under its Note Guarantee; provided that
in each case, the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10. Upon delivery by the Company to the Trustee of an
Officers' 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 4.10, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.

     (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor shall be
automatically and unconditionally released and relieved of any obligations under
its Note Guarantee.

     (c) Upon Legal Defeasance in accordance with Article 8 or satisfaction and
discharge of this Indenture in accordance with Article 11, each Guarantor shall
be automatically and unconditionally released and relieved of any obligations
under its Note Guarantee.

     (d) Unless such Note Guarantee would otherwise be required under Section
4.16, upon the release or discharge of the guarantee, if any, which resulted in
the creation of a Note Guarantee pursuant to the terms of Section 4.15, except a
discharge or release by or as a result of payment under such guarantee, the
Guarantor under such Note Guarantee shall be automatically and unconditionally
released and relieved of any obligations under such Note Guarantee.

     Any Guarantor not released from its obligations under its Note Guarantee as
provided in this Section 10.05 shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of the
Company under this Indenture as provided in this Article 10.

                                       87

<PAGE>

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

     This Indenture shall be discharged and shall 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 shall 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 shall 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 has occurred and is 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) and
     the deposit shall not result in a breach or violation of, or constitute a
     default under, any other material 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.

The Company must deliver an Officers' 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
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section 11.01, the provisions of Sections 11.02 and 8.06 shall survive.
Nothing in this Section 11.01 shall be deemed to discharge those provisions of
Section 7.07, that, by their terms, survive the satisfaction and discharge of
this Indenture.

Section 11.02 Application of Trust Money.

     Subject to the provisions of Section 8.06, all cash or non-callable
Government Securities deposited with the Trustee pursuant to Section 11.01 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

                                       88

<PAGE>

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 for whose payment such cash or non-callable Government
Securities has been deposited with the Trustee; but such cash or non-callable
Government Securities 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 cash or non-callable
Government Securities in accordance with Section 11.01 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 11.01; provided that if the Company has made any payment of principal
of, premium, if any, or 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 cash or non-callable Government
Securities held by the Trustee or Paying Agent.

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

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

Section 12.02 Notices.

     Any notice or communication by the Company, any Guarantor or the Trustee to
the others 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:

     United Agri Products, Inc.
     7251 W. 4th Street
     Greeley, CO  80634
     Telecopier No.:  (970) 347-1560
     Attention:  Chief Financial Officer

     With a copy to:
     O'Melveney & Myers
     30 Rockefeller Plaza
     New York, New York 10112
     Telecopier No.:  (212) 408-2420
     Attention:  Rosa A. Testani, Esq.

     If to the Trustee:
     JPMorgan Chase Bank
     Institutional Trust Services
     4 New York Plaza, 15th Floor
     New York, NY  10004
     Telecopier No.:  (212) 623-6167
     Attention:  James D. Heaney

                                       89

<PAGE>

     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 guaranteeing next day delivery; provided, however, all notices and
communications given to the Trustee shall not be deemed to have been given until
actually received by the Trustee at the address designated above.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next 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 (S) 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 12.03 Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA (S) 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 (S)
312(c).

Section 12.04 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, the Company shall furnish to the Trustee at the
request of the Trustee:

          (1) an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 12.05) 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

          (2) an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which must include the statements set forth in
     Section 12.05) stating that, in the opinion of such counsel, all such
     conditions precedent and covenants have been satisfied.

Section 12.05 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 (S) 314(a)(4)) must comply with the provisions of TIA (S) 314(e)
and must include:

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

                                       90

<PAGE>

          (2) 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;

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

          (4) a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied; provided that with respect
     to matters of fact, an Opinion of Counsel may rely on an Officer's
     Certificate or certificates of public officials.

Section 12.06 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 12.07 No Personal Liability of Directors, Officers, Employees and
             Stockholders.

     No director, officer, employee, incorporator or stockholder of the Company,
any Guarantor or any of their Affiliates, as such, shall have any liability for
any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees 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. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 12.08 Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK WILL 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 12.09 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 its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10 Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 10.05.

Section 12.11 Severability.

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

                                       91

<PAGE>

Section 12.12 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 12.13 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.

                            (Signature Pages Follow)

                                       92

<PAGE>

                                   SIGNATURES

Dated as of December 16, 2003
                                 UNITED AGRI PRODUCTS, INC.


                                 By: /s/ Dave Bullock
                                     -------------------------------------------
                                     Dave Bullock
                                     Executive Vice President and Chief
                                     Financial Officer

                                 AG-CHEM, INC.
                                 BALCOM CHEMICALS, INC.
                                 UAP 23, INC.
                                 CROPMATE COMPANY
                                 CSK ENTERPRISES, INC.
                                 GAC 26, INC.
                                 UAP 27, INC.
                                 GENMARKS, INC.
                                 GROWER SERVICE CORPORATION (NEW YORK)
                                 HACO, INC.
                                 LOVELAND INDUSTRIES, INC.
                                 LOVELAND PRODUCTS, INC.
                                 MIDWEST AGRICULTURE WAREHOUSE CO.
                                 OSTLUND CHEMICAL CO.
                                 PLATTE CHEMICAL CO.
                                 PUEBLO CHEMICAL & SUPPLY CO.
                                 RAVAN PRODUCTS, INC.
                                 S.E. ENTERPRISES, INC.
                                 SNAKE RIVER CHEMICALS, INC.
                                 TRANSBAS, INC.
                                 TRI-RIVER CHEMICAL COMPANY, INC.
                                 TRI-STATE CHEMICALS, INC.
                                 TRI-STATE DELTA CHEMICALS, INC.
                                 UAP RECEIVABLES CORPORATION
                                 UAP 22, INC.
                                 UAP/GA AG CHEM, INC.
                                 UAPLP, INC.
                                 UNITED AGRI PRODUCTS - FLORIDA, INC.
                                 UNITED AGRI PRODUCTS FINANCIAL SERVICES, INC.
                                 VERDICON, INC.
                                 YVC, INC.


                                 By: /s/ Dave Bullock
                                     -------------------------------------------
                                     Dave Bullock
                                     Executive Vice President and Chief
                                     Financial Officer

<PAGE>

                                 JPMORGAN CHASE BANK, as Trustee


                                 By: /s/ James D. Heaney
                                     -------------------------------------------
                                     Name: James D. Heaney
                                     Title: Vice President

<PAGE>

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                         CUSIP/CINS
                                                                    ------------

                          8 1/4% Senior Notes due 2011

No.                                                                 $
   ----                                                              -----------

                           UNITED AGRI PRODUCTS, INC.

promises to pay to [         ] or registered assigns,
                    ---------

the principal sum of
                     -----------------------------------------------------------
DOLLARS on              , 2011. Interest Payment Dates: December 15 and June 15,
           -------------
commencing June 15, 2004

Record Dates:  December 1 and June 1

Dated:             , 200
      -------------     -

                                            UNITED AGRI PRODUCTS, INC.


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

This is one of the Notes referred to
in the within-mentioned Indenture:

JPMorgan Chase Bank,
as Trustee


By:
   ------------------------------
      Authorized Officer

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

                                      A1-1

<PAGE>

                                 [Back of Note]
                          8 1/4% Senior Notes due 2011

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) Interest. United Agri Products, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 8
1/4% per annum from         , 20   until maturity and shall pay the Liquidated
                    --------    --
Damages, if any, payable pursuant to Section 4 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Liquidated
Damages, if any, semi-annually in arrears on June 15 and December 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an "Interest Payment Date"). Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be June 15, 2004.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.

          (2) Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of the Notes at the close of business on the June 1 or
December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.11 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

          (3) Paying Agent and Registrar. Initially, JPMorgan Chase Bank, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

          (4) Indenture. The Company issued the Notes under an Indenture dated
as of December 16, 2003 (the "Indenture") among the Company, the Guarantors and
the Trustee. The terms of

                                      A1-2

<PAGE>

the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the TIA (15 U.S. Code (S)(S) 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and the
TIA for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations
of the Company.

          (5) Optional Redemption.

     (a) Except as set forth in subparagraph (b) and (c) of this Paragraph 5,
the Company shall not have the option to redeem the Notes prior to December 15,
2007. At any time and from time to time on or after December 15, 2007, the
Company shall have the option to redeem all or 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, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on December 15 of the
years indicated below subject to the rights of Holders of the Notes on the
relevant record date to receive interest on the relevant interest payment date:

Year                                                                  Percentage
----                                                                  ----------
2007...............................................................    104.125%
2008...............................................................    102.063%
2009 and thereafter................................................    100.000%

     (b) At any time and from time to time prior to December 15, 2007, the
Company may redeem all or a part of the Notes, upon not less than 30 nor more
than 60 days' prior notice mailed by first-class mail to each Holder's
registered address, at a redemption price equal to 100% of the principal amount
of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Liquidated Damages, if any, to the date of redemption, subject to
the rights of Holders of Notes on the relevant record date to receive interest
due on the relevant Interest Payment Date.

     (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to December 15, 2006, the Company may on any one or more
occasions redeem (i) up to 35% of the aggregate principal amount of Notes
originally issued under the Indenture and (ii) all or a portion of any
Additional Notes issued under the Indenture, in each case at a redemption price
of 108.25% of the principal amount, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date (subject to the right of
Holders of the Notes on the relevant record date to receive interest due on the
relevant Interest Payment Date), with the net proceeds of one or more Equity
Offerings; provided that at least 65% in aggregate principal amount of the Notes
originally issued under the Indenture (excluding the Notes held by the Company
and its Subsidiaries) remains outstanding immediately after the occurrence of
such redemption and that such redemption occurs within 90 days of the date of
the closing of such Equity Offering.

          (6) Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

          (7) Repurchase at the Option of Holder.

     (a) If there is a Change of Control, each Holder shall have the right to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Notes (a

                                      A1-3

<PAGE>

"Change of Control Offer") at a purchase price equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date of purchase (the "Change of Control Payment"),
subject to the rights of the Holders of the Notes on the relevant record date to
receive interest due on the relevant interest payment date. Within 45 days
following any Change of Control, the Company shall mail a notice to each Holder
setting forth the procedures governing the Change of Control Offer as required
by the Indenture.

     (b) If the Company or a Restricted Subsidiary of the Company consummates
any Asset Sales, within five days of each date on which the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company shall commence an offer to
all Holders of Notes and, at the option of the Company, all holders of other
Indebtedness that is pari passu with the Notes (an "Asset Sale Offer") pursuant
to Section 3.09 of the Indenture to purchase the maximum principal amount of
Notes and other pari passu Indebtedness, if applicable, that may be purchased
out of the Excess Proceeds at an offer price in cash in an amount equal to 100%
of the principal amount thereof plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the date of purchase, in accordance with the
procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Company may use such deficiency for
any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness surrendered by
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and other pari passu Indebtedness to be purchased on a pro rata basis.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero. Holders of Notes that are the subject of an offer to purchase
shall receive an Asset Sale Offer from the Company prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" attached to the Notes.

          (8) Notice of Redemption. Notice of redemption shall be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed. On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for
redemption.

          (9) Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Company, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

          (10) Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

          (11) Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes, and any existing Default or Event of Default or compliance
with any provision of the Indenture, the Note Guarantees or the Notes

                                      A1-4

<PAGE>

may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes. Without the consent of any Holder of a Note, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes
in addition to or in place of certificated Notes, to provide for the assumption
of the Company's or any Guarantor's obligations to Holders of the Notes in case
of a merger or consolidation, or sale of all or substantially all of the
Company's or such Guarantor's assets, 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 under the Indenture of any such Holder, to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, to conform the text of the
Indenture, the Notes or the Note Guarantees to any provision of the Description
of Notes contained in the Offering Memorandum dated December 11, 2003, as
supplemented on December 15, 2003, to the extent that such provision in the
Description of Notes was intended to be a verbatim recitation of a provision of
the Indenture, the Notes or the Note Guarantees, to provide for the issuance of
Additional Notes, in accordance with the limitations set forth in the Indenture
as of the date thereof, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

          (12) Defaults and Remedies. Events of Default include: (i) default for
30 days in the payment when due of interest or Liquidated Damages on the Notes;
(ii) default in payment when due (at maturity, upon redemption or otherwise) of
principal of or premium, if any, on the Notes (including in connection with an
offer to redeem or purchase), (iii) failure by the Company or any of its
Restricted Subsidiaries for 45 days after notice to the Company by the Trustee
or the Holders of at least 25% in principal amount of the Notes then outstanding
voting as a single class to comply with any other agreements in the Indenture;
(iv) default under certain other agreements relating to Indebtedness of the
Company, which default is caused by a failure to pay principal of, or interest
or premium on, such Indebtedness or results in the acceleration of such
Indebtedness prior to its express maturity; (v) failure to pay certain final
judgments for the payment of money that are not paid, discharged or stayed for a
period of 60 days after becoming final and nonappealable; (vi) certain events of
bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, when taken together, would constitute a Significant
Subsidiary; and (vii) except as permitted by the Indenture, any Note Guarantee
made by a Guarantor that is a Significant Subsidiary shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor or any Person acting on its
behalf shall deny or disaffirm its obligations under such Guarantor's Note
Guarantee. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable; provided that so long as
any Indebtedness permitted to be incurred pursuant to any Credit Facilities is
outstanding, such acceleration shall not be effective until the earlier of (1)
the acceleration of such Indebtedness under the Credit Facilities or (2) five
Business Days after receipt by the Company of written notice of such
acceleration. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency with respect to the
Company, all outstanding Notes shall become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal,
interest, premium or Liquidated Damages) if it determines that withholding
notice is in their interest. 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 rescind an acceleration or waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest, premium or
Liquidated Damages, if any, on, or

                                      A1-5

<PAGE>

the principal of, the Notes. The Company is required to deliver to the Trustee
annually a statement regarding compliance with the 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.

          (13) Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          (14) No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company, any Guarantor or any of their
Affiliates, as such, shall have any liability for any obligations of the Company
or the Guarantors under the Notes, the Indenture, the Note Guarantees 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. The waiver may not be effective to waive liabilities under the
federal securities laws.

          (15) Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          (16) Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          (17) Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of          , 20  , among the Company, the Guarantors and the
                      ---------    --
other parties named on the signature pages thereof.

          (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

United Agri Products, Inc.
7251 W. 4th Street
Greeley, CO  80634

Attention:  Chief Financial Officer

                                      A1-6

<PAGE>

                                 Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
      -----------------

                         Your Signature:
                                         ---------------------------------------
                    (Sign exactly as your name appears on the face of this Note)

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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-7

<PAGE>

                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

                         Section 4.10       Section 4.14

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:

                                                 $
                                                  ---------------

Date:
      --------------


                         Your Signature:
                                         ---------------------------------------
                    (Sign exactly as your name appears on the face of this Note)

                               Tax Identification No.:
                                                       -------------------------


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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-8

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges in part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:

<TABLE>
<CAPTION>
                                                                   Principal Amount
                   Amount of decrease    Amount of increase in   of this Global Note      Signature of
                   in Principal Amount      Principal Amount       following such      authorized officer
                           of                      of                 decrease            of Trustee or
Date of Exchange    this Global Note        this Global Note        (or increase)           Custodian
----------------    ----------------        ----------------        -------------           ---------
<S>                <C>                   <C>                     <C>                    <C>

</TABLE>

* This schedule should be included only if the Note is issued in global form.

                                      A1-9

<PAGE>

                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]
--------------------------------------------------------------------------------

                                                          CUSIP/CINS
                                                                     -----------

                          8 1/4% Senior Notes due 2011

No.                                                                $
    ------                                                          ------------

                           UNITED AGRI PRODUCTS, INC.


promises to pay to CEDE & CO. or registered assigns,

the principal sum of                                                     DOLLARS
                     ---------------------------------------------------
on              , 2011.
   ------------

Interest Payment Dates:  December 15 and June 15, commencing June 15, 2004

Record Dates:  December 1 and June 1

Dated:                 , 200
       ----------------     -

                                         UNITED AGRI PRODUCTS, INC.


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

This is one of the Notes referred to
in the within-mentioned Indenture:

JPMorgan Chase Bank,
as Trustee


By:
    --------------------------------------------
                 Authorized Officer

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

                                      A-2

<PAGE>

                  [Back of Regulation S Temporary Global Note]
                          8 1/4% Senior Notes due 2011

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.

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 (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE 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 FOLLOWING
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 IS NOT A U.S.
PERSON, IS NOT ACQUIRING THIS NOTE FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON
AND IS ACQUIRING THIS NOTE 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, WITHIN THE TIME
PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE
144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE

                                      A2-2

<PAGE>

SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR
OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A
UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE REGISTRATION OF TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, 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. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE OR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES
ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) Interest. United Agri Products, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 8
1/4% per annum from       , 20   until maturity and shall pay the Liquidated
                    ------    --
Damages, if any, payable pursuant to Section 4 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Liquidated
Damages, if any, semi-annually in arrears on June 15 and December 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an "Interest Payment Date"). Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided further that the first Interest Payment Date shall be June 15, 2004.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any, (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.

          Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Note, the Holder hereof shall not be entitled
to receive payments of interest hereon; until so exchanged in full, this
Regulation S Temporary Global Note shall in all other respects be entitled to
the same benefits as other Notes under the Indenture.

                                      A2-3

<PAGE>

          (2) Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages, if any, to the Persons who
are registered Holders of the Notes at the close of business on the June 1 or
December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.11 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages, if any, may
be made by check mailed to the Holders at their addresses set forth in the
register of Holders; provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of and interest,
premium and Liquidated Damages, if any, on, all Global Notes and all other Notes
the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

          (3) Paying Agent and Registrar. Initially, JPMorgan Chase Bank, the
Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

          (4) Indenture. The Company issued the Notes under an Indenture dated
as of December 16, 2003 (the "Indenture") among the Company, the Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the TIA (15 U.S. Code (S)(S)
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling.

          (5) Optional Redemption.

     (a) Except as set forth in subparagraph (b) and (c) of this Paragraph 5,
the Company shall not have the option to redeem the Notes prior to December 15,
2007. At any time and from time to time on or after December 15, 2007, the
Company shall have the option to redeem all or 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, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on December 15 of the
years indicated below subject to the rights of Holders of the Notes on the
relevant record date to receive interest on the relevant Interest Payment Date:

Year                                                                  Percentage
----                                                                  ----------
2007...............................................................     104.125%
2008...............................................................     102.063%
2009 and thereafter................................................     100.000%

     (b) At any time and from time to time prior to December 15, 2007, the
Company may redeem all or a part of the Notes, upon not less than 30 nor more
than 60 days' prior notice mailed by first-class mail to each Holder's
registered address, at a redemption price equal to 100% of the principal amount
of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid
interest and Liquidated Damages, if any, to the date of redemption, subject to
the rights of Holders of Notes on the relevant record date to receive interest
due on the relevant Interest Payment Date.

                                      A2-4

<PAGE>

     (c) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to December 15, 2006, the Company may on any one or more
occasions redeem (i) up to 35% of the aggregate principal amount of Notes
originally issued under the Indenture and (ii) all or a portion of any
Additional Notes issued under the Indenture, in each case at a redemption price
of 108.25% of the principal amount, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date (subject to the right of
Holders of the Notes on the relevant record date to receive interest due on the
relevant Interest Payment Date), with the net proceeds of one or more Equity
Offerings; provided that at least 65% in aggregate principal amount of the Notes
originally issued under the Indenture (excluding the Notes held by the Company
and its Subsidiaries) remains outstanding immediately after the occurrence of
such redemption and that such redemption occurs within 90 days of the date of
the closing of such Equity Offering.

          (6) Mandatory Redemption.

     The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

          (7) Repurchase at the Option of Holder.

     (a) If there is a Change of Control, each Holder shall have the right to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of that Holder's Notes (a "Change of Control Offer")
at a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "Change of Control Payment"), subject to the rights of the
Holders of the Notes on the relevant record date to receive interest due on the
relevant interest payment date. Within 45 days following any Change of Control,
the Company shall mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.

     (b) If the Company or a Restricted Subsidiary of the Company consummates
any Asset Sales, within five days of each date on which the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company shall commence an offer to
all Holders of Notes and, at the option of the Company, all holders of other
Indebtedness that is pari passu with the Notes (an "Asset Sale Offer") pursuant
to Section 3.09 of the Indenture to purchase the maximum principal amount of
Notes and other pari passu Indebtedness, if applicable, that may be purchased
out of the Excess Proceeds at an offer price in cash in an amount equal to 100%
of the principal amount thereof plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the date of purchase, in accordance with the
procedures set forth in the Indenture. To the extent that the aggregate amount
of Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Company may use such deficiency for
any purpose not otherwise prohibited by the Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness surrendered by
holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and other pari passu Indebtedness to be purchased on a pro rata basis.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero. Holders of Notes that are the subject of an offer to purchase
shall receive an Asset Sale Offer from the Company prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" attached to the Notes.

          (8) Notice of Redemption. Notice of redemption shall be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. Notes in denominations larger than
$1,000 may be redeemed in part but only

                                      A2-5

<PAGE>

in whole multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

          (9) Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Company, the Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

          (10) Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

          (11) Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, the Note Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes, and any existing Default or Event of Default or compliance
with any provision of the Indenture, the Note Guarantees or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes. Without the consent of any Holder of a Note, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes
in addition to or in place of certificated Notes, to provide for the assumption
of the Company's or any Guarantor's obligations to Holders of the Notes in case
of a merger or consolidation, or sale of all or substantially all of the
Company's or such Guarantor's assets, 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 under the Indenture of any such Holder, to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, to conform the text of the
Indenture, the Notes or the Note Guarantees to any provision of the Description
of Notes contained in the Offering Memorandum dated December 11, 2003, as
supplemented on December 15, 2003, to the extent that such provision in the
Description of Notes was intended to be a verbatim recitation of a provision of
the Indenture, the Notes or the Note Guarantees, to provide for the issuance of
Additional Notes, in accordance with the limitations set forth in the Indenture
as of the date thereof, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

(12) Defaults and Remedies. Events of Default include: (i) default for
30 days in payment when due of interest or Liquidated Damages on the Notes;
(ii) default in payment when due (at maturity, upon redemption or otherwise) of
principal of or premium, if any, on the Notes (including in connection with an
offer to redeem or purchase), (iii) failure by the Company or any of its
Restricted Subsidiaries for 45 days after notice to the Company by the Trustee
or the Holders of at least 25% in principal amount of the Notes then outstanding
voting as a single class to comply with any other agreements in the Indenture;
(iv) default under certain other agreements relating to Indebtedness of the
Company which default is caused by a failure to pay principal of, or interest or
premium on, such Indebtedness or results in the acceleration of such
Indebtedness prior to its express maturity; (v) failure to pay certain final
judgments for the payment of money that are not paid, discharged or stayed for a
period of 60 days after becoming final and nonappealable; (vi) certain events of
bankruptcy or insolvency with respect to the Company or any of its Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, when taken together, would constitute a

                                      A2-6

<PAGE>

Significant Subsidiary; and (vii) except as permitted by the Indenture, any Note
Guarantee made by a Guarantor that is a Significant Subsidiary shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor or any Person acting on
its behalf shall deny or disaffirm its obligations under such Guarantor's Note
Guarantee. If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the then outstanding
Notes may declare all the Notes to be due and payable; provided that so long as
any Indebtedness permitted to be incurred pursuant to any Credit Facilities is
outstanding, such acceleration shall not be effective until the earlier of (1)
the acceleration of such Indebtedness under the Credit Facilities or (2) five
Business Days after receipt by the Company of written notice of such
acceleration. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency with respect to the
Company, all outstanding Notes shall become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal,
interest, premium or Liquidated Damages) if it determines that withholding
notice is in their interest. 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 rescind an acceleration or waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest, premium or
Liquidated Damages, if any, on, or the principal of, the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the 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.

          (13) Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          (14) No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company, any Guarantor or any of their
Affiliates, as such, shall have any liability for any obligations of the Company
or the Guarantors under the Notes, the Indenture, the Note Guarantees 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. The waiver may not be effective to waive liabilities under the
federal securities laws.

          (15) Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          (16) Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          (17) Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of          , 20  , among the Company, the Guarantors and the
                      ---------    --
other parties named on the signature pages thereof.

                                      A2-7

<PAGE>

          (18) CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

United Agri Products, Inc.
7251 W. 4th Street
Greeley, CO 80634

Attention: Chief Financial Officer

                                      A2-8

<PAGE>

                                Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                              ----------------------------------
                                                (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:
      -----------------


                         Your Signature:
                                         ---------------------------------------
                    (Sign exactly as your name appears on the face of this Note)


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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A2-9

<PAGE>

                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

                         Section 4.10       Section 4.14

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you
elect to have purchased:

                                                 $
                                                  ---------------

Date:
      --------------


                         Your Signature:
                                         ---------------------------------------
                    (Sign exactly as your name appears on the face of this Note)

                               Tax Identification No.:
                                                       -------------------------


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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A2-10

<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges in part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:

<TABLE>
<CAPTION>
                                                                   Principal Amount
                   Amount of decrease    Amount of increase in   of this Global Note      Signature of
                   in Principal Amount      Principal Amount       following such      authorized officer
                           of                      of                 decrease            of Trustee or
Date of Exchange    this Global Note        this Global Note        (or increase)           Custodian
----------------    ----------------        ----------------        -------------           ---------
<S>                <C>                   <C>                     <C>                   <C>

</TABLE>

                                     A2-11

<PAGE>

                                                                       EXHIBIT B

                        FORM OF CERTIFICATE OF TRANSFER

United Agri Products, Inc.
7251 W. 4th Street
Greeley, CO  80634

JPMorgan Chase Bank
Institutional Trust Services
4 New York Plaza, 15th Floor
New York, NY  10004

     Re: 8 1/4% Senior Notes due 2011

     Reference is hereby made to the Indenture, dated as of December 16, 2003
(the "Indenture"), among United Agri Products, Inc., as issuer (the "Company"),
the Guarantors party thereto and JPMorgan Chase Bank, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

                        , (the "Transferor") owns and proposes to transfer the
     -------------------
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $            in such Note[s] or interests (the "Transfer"),
                     -----------
to                             (the "Transferee"), as further specified in Annex
   ---------------------------
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

     1. [ ] Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

     2. [ ] Check if Transferee will take delivery of a beneficial interest in
the Regulation S Temporary Global Note, the Regulation S Permanent Global Note
or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the

                                      B-1

<PAGE>

requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Permanent Global Note, the Regulation S Temporary Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.

     3. [ ] Check and complete if Transferee will take delivery of a beneficial
interest in Restricted Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

          (a) [ ] such Transfer is being effected pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) [ ] such Transfer is being effected to the Company or a subsidiary
     thereof;

                                       or

          (c) [ ] such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act;

     4. [ ] Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

     (a) [ ] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

     (b) [ ] Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

                                      B-2

<PAGE>

     (c) [ ] Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                          --------------------------------------
                                                [Insert Name of Transferor]


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

     Dated:
           -----------------------------

                                      B-3

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

     1.   The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

          (a)  [ ] a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP           ), or
                                                 ----------

               (ii)  [ ] Regulation S Global Note (CUSIP           ), or
                                                         ----------

          (b)  [ ] a Restricted Definitive Note.

     2.   After the Transfer the Transferee will hold:

                                  [CHECK ONE]

          (a)  [ ] a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP           ), or
                                                 ----------

               (ii)  [ ] Regulation S Global Note (CUSIP           ), or
                                                         ----------

               (iii) [ ] Unrestricted Global Note (CUSIP           ); or
                                                         ----------

          (b)  [ ] a Restricted Definitive Note; or

          (c)  [ ] an Unrestricted Definitive Note,

          in accordance with the terms of the Indenture.

                                      B-4

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

United Agri Products, Inc.
7251 W. 4th Street
Greeley, CO  80634

JPMorgan Chase Bank
Institutional Trust Services
4 New York Plaza, 15th Floor
New York, NY  10004

     Re: 8 1/4% Senior Notes due 2011

                              (CUSIP             )
                                     ------------

     Reference is hereby made to the Indenture, dated as of December 16, 2003
(the "Indenture"), among United Agri Products, Inc., as issuer (the "Company"),
the Guarantors party thereto and JPMorgan Chase Bank, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

                               , (the "Owner") owns and proposes to exchange the
     --------------------------
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$             in such Note[s] or interests (the "Exchange"). In connection with
 ------------
the Exchange, the Owner hereby certifies that:

     1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

     (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     (b) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

     (c) [ ] Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is

                                      C-1

<PAGE>

being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

     (d) [ ] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

     (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

     (b) [ ] Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
144A Global Note or Regulation S Global Note, with an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner's own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                          --------------------------------------
                                                [Insert Name of Transferor]


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

                                      C-2

<PAGE>

Dated:
      -----------------------

                                      C-3

<PAGE>

                                                                       EXHIBIT D

                         FORM OF NOTATION OF GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of December 16, 2003 (the "Indenture")
among United Agri Products, Inc., (the "Company"), the Guarantors party thereto
and JPMorgan Chase Bank, as trustee (the "Trustee"), (a) the prompt payment in
full and when due of the principal of, premium and Liquidated Damages, if any,
and interest on, the Notes, whether at maturity, by acceleration, redemption or
otherwise, the prompt payment in full and when due of interest on overdue
principal of and interest on the Notes, if any, if lawful, and the prompt
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the 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. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 10 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same agrees to and shall be bound by
such provisions.

     Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.

                                          Name of Guarantor(s)


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

                                      D-1

<PAGE>

                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     Supplemental Indenture (this "Supplemental Indenture"), dated as of
                , 200  , among                    (the "Guaranteeing
----------------     --        -------------------
Subsidiary"), a subsidiary of                      (or its permitted successor),
                              ---------------------
a [Delaware] corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and                     , as
                                                 --------------------
trustee under the Indenture referred to below (the "Trustee").

                              W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of December 16, 2003 providing for the
issuance of 8 1/4% Senior Notes due 2011 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in this Indenture including but not limited
to Article 10 thereof.

     4. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
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. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

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

                                      E-1

<PAGE>

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

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

     8. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                      E-2

<PAGE>

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

     Dated:                 , 20
            ----------------    --

                                          Guaranteeing Subsidiary


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


                                          UNITED AGRI PRODUCTS, INC.


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


                                          Existing Guarantors


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


                                          [Trustee]
                                          as Trustee


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

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