<PAGE>

                                                                     EXHIBIT 4.1
                                                                  Conformed Copy
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                     VOLUME SERVICES AMERICA HOLDINGS, INC.

                               SUBORDINATED NOTES

                                   ----------

                                    INDENTURE

                          DATED AS OF DECEMBER 10, 2003

                                   ----------

                              THE BANK OF NEW YORK,

                                     TRUSTEE

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<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE 1 Definition And Incorporation By Reference..............................................................    1
         SECTION 1.01.              Definitions..................................................................    1
         SECTION 1.02.              Other Definitions............................................................   22
         SECTION 1.03.              Incorporation by Reference of Trust Indenture Act............................   22
         SECTION 1.04.              Rules of Construction........................................................   23

ARTICLE 2 The Securities.........................................................................................   23
         SECTION 2.01.              The Original Securities; Amount Unlimited....................................   23
         SECTION 2.02.              Form and Dating..............................................................   24
         SECTION 2.03.              Execution and Authentication.................................................   25
         SECTION 2.04.              Registrar and Paying Agent...................................................   26
         SECTION 2.05.              Paying Agent To Hold Money in Trust..........................................   26
         SECTION 2.06.              Securityholder Lists.........................................................   27
         SECTION 2.07.              Transfer and Exchange........................................................   27
         SECTION 2.08.              Definitive Securities........................................................   29
         SECTION 2.09.              Replacement Securities.......................................................   30
         SECTION 2.10.              Outstanding Securities.......................................................   31
         SECTION 2.11.              Temporary Securities.........................................................   31
         SECTION 2.12.              Cancellation.................................................................   31
         SECTION 2.13.              CUSIP Numbers................................................................   31
         SECTION 2.14.              Tax Treatment................................................................   32
         SECTION 2.15.              Extension of Maturity........................................................   32

ARTICLE 3 Redemption.............................................................................................   32
         SECTION 3.01.              Notices to Trustee...........................................................   32
         SECTION 3.02.              Selection of Securities to be Redeemed.......................................   33
         SECTION 3.03.              Notice of Redemption.........................................................   33
         SECTION 3.04.              Effect of Notice of Redemption...............................................   34
         SECTION 3.05.              Deposit of Redemption Price..................................................   34
         SECTION 3.06.              Securities Redeemed in Part..................................................   34

ARTICLE 4 Covenants..............................................................................................   34
         SECTION 4.01.              Payment of Securities; Deferral..............................................   34
         SECTION 4.02.              Reports and Other Information................................................   36
         SECTION 4.03.              Limitations on Incurrence of Indebtedness and Issuance of
                                    Disqualified Stock and Preferred Stock.......................................   36
         SECTION 4.04.              Limitation on Restricted Payments............................................   40
         SECTION 4.05.              Dividend and Other Payment Restrictions Affecting Subsidiaries...............   44
         SECTION 4.06.              Asset Sales..................................................................   45
         SECTION 4.07.              Transactions with Affiliates.................................................   48
         SECTION 4.08.              Liens........................................................................   49
</TABLE>

                                      -i-

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<TABLE>
<S>                                                                                                                <C>
         SECTION 4.09.              Change of Control............................................................   49
         SECTION 4.10.              Compliance Certificate.......................................................   51
         SECTION 4.11.              Further Instruments and Acts.................................................   51
         SECTION 4.12.              Future Guarantors............................................................   51
         SECTION 4.13.              Listing of Common Stock......................................................   51
         SECTION 4.14.              Subsequent Issuance..........................................................   51
         SECTION 4.15.              Formation of IDSs; Ratio of Common Stock to Securities.......................   52

ARTICLE 5 Successor Company......................................................................................   52
         SECTION 5.01.              Merger, Consolidation or Sale of All or Substantially All Assets.............   52

ARTICLE 6 Defaults And Remedies..................................................................................   54
         SECTION 6.01.              Events of Default............................................................   54
         SECTION 6.02.              Acceleration.................................................................   56
         SECTION 6.03.              Other Remedies...............................................................   56
         SECTION 6.04.              Waiver of Past Defaults......................................................   57
         SECTION 6.05.              Control by Majority..........................................................   57
         SECTION 6.06.              Limitation on Suits..........................................................   57
         SECTION 6.07.              Rights of Holders to Receive Payment.........................................   58
         SECTION 6.08.              Collection Suit by Trustee...................................................   58
         SECTION 6.09.              Trustee May File Proofs of Claim.............................................   58
         SECTION 6.10.              Priorities...................................................................   58
         SECTION 6.11.              Undertaking for Costs........................................................   59
         SECTION 6.12.              Waiver of Stay or Extension Law..............................................   59

ARTICLE 7 Trustee................................................................................................   59
         SECTION 7.01.              Duties of Trustee............................................................   59
         SECTION 7.02.              Rights of Trustee............................................................   60
         SECTION 7.03.              Individual Right of Trustee..................................................   61
         SECTION 7.04.              Trustee's Disclaimer.........................................................   61
         SECTION 7.05.              Notice of Defaults...........................................................   62
         SECTION 7.06.              Reports by Trustee to Holders................................................   62
         SECTION 7.07.              Compensation and Indemnity...................................................   62
         SECTION 7.08.              Replacement of Trustee.......................................................   63
         SECTION 7.09.              Successor Trustee by Merger..................................................   64
         SECTION 7.10.              Eligibility; Disqualification................................................   64
         SECTION 7.11.              Preferential Collection of Claims Against Company............................   64

ARTICLE 8 Discharge Of Indenture Defeasance......................................................................   64
         SECTION 8.01.              Discharge of Liability on Securities; Defeasance.............................   64
         SECTION 8.02.              Conditions to Defeasance.....................................................   65
         SECTION 8.03.              Application of Trust Money...................................................   66
         SECTION 8.04.              Repayment to Company.........................................................   67
         SECTION 8.05.              Indemnity for Government Obligations.........................................   67
         SECTION 8.06.              Reinstatement................................................................   67
</TABLE>

                                      -ii-
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<TABLE>
<S>                                                                                                                <C>
ARTICLE 9 Amendments.............................................................................................   67
         SECTION 9.01.              Without Consent of Holders...................................................   67
         SECTION 9.02.              With Consent of Holders......................................................   68
         SECTION 9.03.              Compliance with Trust Indenture Act..........................................   69
         SECTION 9.04.              Revocation and Effect of Consent and Waivers.................................   69
         SECTION 9.05.              Notation on or Exchange of Securities........................................   70
         SECTION 9.06.              Trustee To Sign Amendments...................................................   70
         SECTION 9.07.              Payment for Consent..........................................................   70

ARTICLE 10 Subordination.........................................................................................   70
         SECTION 10.01.             Agreement To Subordinate.....................................................   70
         SECTION 10.02.             Liquidation, Dissolution, Bankruptcy.........................................   71
         SECTION 10.03.             Default on Senior Indebtedness...............................................   71
         SECTION 10.04.             Acceleration of Payment of Securities; Acceleration Forebearance.............   72
         SECTION 10.05.             When Distribution Must Be Paid Over..........................................   72
         SECTION 10.06.             Subrogation..................................................................   72
         SECTION 10.07.             Relative Rights..............................................................   72
         SECTION 10.08.             Subordination May Not Be Impaired by Company.................................   73
         SECTION 10.09.             Rights of Trustee and Paying Agent...........................................   73
         SECTION 10.10.             Distribution or Notice to Representative.....................................   73
         SECTION 10.11.             Article 10 Not To Prevent Events of Default or Limit Right To Accelerate.....   73
         SECTION 10.12.             Trust Moneys Not Subordinated................................................   73
         SECTION 10.13.             Trustee Entitled To Rely.....................................................   73
         SECTION 10.14.             Trustee To Effectuate Subordination..........................................   74
         SECTION 10.15.             Trustee Not Fiduciary for Holders of Senior Indebtedness.....................   74
         SECTION 10.16.             Reliance by Holders of Senior Indebtedness on Subordination Provisions.......   74
         SECTION 10.17.             Trustee's Compensation Not Prejudiced........................................   74
         SECTION 10.18.             Defeasance...................................................................   74

ARTICLE 11 Guarantees............................................................................................   75
         SECTION 11.01.             Guarantee....................................................................   75
         SECTION 11.02.             Limitation on Liability......................................................   77
         SECTION 11.03.             Successors and Assigns.......................................................   77
         SECTION 11.04.             No Waiver....................................................................   77
         SECTION 11.05.             Modification.................................................................   78
         SECTION 11.06.             Execution of Supplemental Indenture for Future Guarantors....................   78

ARTICLE 12 Subordination Of The Guarantees.......................................................................   78
         SECTION 12.01.             Agreement To Subordinate.....................................................   78
         SECTION 12.02.             Liquidation, Dissolution Bankruptcy..........................................   78
         SECTION 12.03.             Default on Designated Senior Indebtedness of a Guarantor.....................   79
         SECTION 12.04.             Demand for Payment; Acceleration Forebearance................................   80
         SECTION 12.05.             When Distribution Must Be Paid Over..........................................   80
         SECTION 12.06.             Subrogation..................................................................   80
</TABLE>

                                     -iii-
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<TABLE>
<S>                                                                                                                <C>
         SECTION 12.07.             Relative Rights..............................................................   80
         SECTION 12.08.             Subordination May Not Be Impaired by a Guarantor.............................   80
         SECTION 12.09.             Right of Trustee and Paying Agent............................................   81
         SECTION 12.10.             Distribution or Notice to Representative.....................................   81
         SECTION 12.11.             Article 12 Not To Prevent Events of Default or Limit Right To Accelerate.....   81
         SECTION 12.12.             Trustee Entitled To Rely.....................................................   81
         SECTION 12.13.             Trustee To Effectuate Subordination..........................................   82
         SECTION 12.14.             Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantor........   82
         SECTION 12.15.             Reliance by Holders of Senior Indebtedness of a Guarantor
                                    on Subordination Provisions.................................................    82
         SECTION 12.16.             Defeasance...................................................................   82

ARTICLE 13 Miscellaneous.........................................................................................   82
         SECTION 13.01.             Trust Indenture Act Controls.................................................   82
         SECTION 13.02.             Notices......................................................................   82
         SECTION 13.03.             Communication by Holders with Other Holders..................................   83
         SECTION 13.04.             Certificate and Opinion as to Conditions Precedent...........................   83
         SECTION 13.05.             Statements Required in Certificate or Opinion................................   83
         SECTION 13.06.             When Securities Disregarded..................................................   84
         SECTION 13.07.             Rules by Trustee, Paying Agent and Registrar.................................   84
         SECTION 13.08.             Legal Holidays...............................................................   84
         SECTION 13.09.             GOVERNING LAW................................................................   84
         SECTION 13.10.             No Recourse Against Others...................................................   84
         SECTION 13.11.             Successors...................................................................   84
         SECTION 13.12.             Multiple Originals...........................................................   85
         SECTION 13.13.             Table of Contents; Headings..................................................   85
</TABLE>

Exhibit A         -   Form of Security

Exhibit B         -   Form of Supplemental Indenture for New Guarantors

                                      -iv-
<PAGE>

                  INDENTURE dated as of December 10, 2003, among VOLUME SERVICES
AMERICA HOLDINGS, INC., a Delaware corporation (the "Company"), each subsidiary
of the Company listed on the signature pages hereto and THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of (i) the
Company's 13.5% Subordinated Notes due 2013 issued on the date hereof and on any
date of issuance pursuant to the exercise of the over-allotment option pursuant
to the Underwriting Agreement (the "Original Securities") and (ii) any
Additional Securities (as defined herein) that may be issued on any Issue Date
(together with the Original Securities, the "Securities"). Except as otherwise
provided herein, $95,677,065.00 in aggregate principal amount of Original
Securities shall be initially issued on the date hereof and up to $9,567,706.50
may be issued upon the exercise of the over-allotment option pursuant to the
Underwriting Agreement. Subject to the conditions and in compliance with the
covenants set forth herein, the Company may issue an unlimited aggregate
principal amount of Additional Securities from time to time.

                                   ARTICLE 1

                    DEFINITION AND INCORPORATION BY REFERENCE

                  SECTION 1.01. Definitions

                  "Acceleration Forebearance Period" means, so long as the
Company has Designated Senior Indebtedness outstanding, the period beginning on
the date when the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities provide the Company with a notice of acceleration and
expiring on the earliest of: (a) 179 days after the commencement of such period,
provided, however, that in the event that there has been any prior Acceleration
Forebearance Period in the immediately preceding 12 month period, the duration
of the Acceleration Forebearance Period will be automatically reduced by the
cumulative duration of all prior Acceleration Forebearance Periods that occurred
during the preceding 12 month period; (b) the date the holders of Designated
Senior Indebtedness accelerate the Designated Senior Indebtedness or any
enforcement or collection action shall have been commenced with respect thereto;
(c) the existence of an Event of Default described in Section 6.01(7) or (8);
(d) for any Acceleration Forebearance Period beginning on or prior to December
18, 2008, December 18, 2008; (e) the maturity date of the Securities; and (f)
for any Acceleration Forebearance Period beginning after December 18, 2008, the
existence of an Event of Default described in Section 6.01(1).

                  "Acquired Indebtedness" means, with respect to any specified
Person: (i) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Restricted Subsidiary of such
specified Person; and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person, in each case, other than Indebtedness
Incurred as consideration in, in contemplation of, or to provide all or any
portion of the funds or credit support utilized to consummate, the transaction
or series of related transactions pursuant to which such Restricted Subsidiary
became a Restricted Subsidiary or was otherwise acquired by such Person, or such
asset was acquired by such Person, as applicable.

<PAGE>

                                                                               2

                   "Additional Securities" means an unlimited aggregate
principal amount of subordinated notes issued from time to time under the terms
of this Indenture subsequent to the Closing Date.

                  "Adjusted EBITDA" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus, without
duplication: (i) provision for taxes based on income or profits of such Person
for such period deducted in computing Consolidated Net Income; plus (ii)
Consolidated Interest Expense of such Person for such period to the extent the
same was deducted in computing Consolidated Net Income; plus (iii) Consolidated
Depreciation and Amortization Expense of such Person for such period to the
extent such Consolidated Depreciation and Amortization Expense was deducted in
computing Consolidated Net Income; plus (iv) any non-recurring fees, expenses or
charges related to any Securities Offering, Permitted Investment, acquisition or
Indebtedness permitted to be Incurred by this Indenture (in each case, whether
or not successful), deducted in such period in computing Consolidated Net
Income; plus (v) the amount of any nonrecurring charges related to client
contract terminations or one-time severance costs incurred in connection with
acquisitions deducted in such period in computing Consolidated Net Income; plus
(vi) any other noncash charges reducing Consolidated Net Income for such period
(excluding any such charge which requires an accrual of, or cash reserve for,
anticipated cash charges for any future period); plus (vii) the amount of annual
management, monitoring, consulting and advisory fees and related expenses paid
to Blackstone and GE Capital deducted in such period in computing Consolidated
Net Income in an amount not to exceed $1,500,000 during any fiscal year, less,
without duplication, (viii) noncash items increasing Consolidated Net Income of
such Person for such period (excluding any items which represent the reversal of
any accrual of, or cash reserve for, anticipated cash charges in any prior
period). Notwithstanding the foregoing, the provision for taxes based on the
income or profits of, and the depreciation and amortization of, a Subsidiary of
the Company shall be added to Consolidated Net Income to compute Adjusted EBITDA
only to the extent (and in the same proportion) that the Net Income of such
Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be paid
as a dividend to the Company by such Subsidiary without prior approval (that has
not been obtained), pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to such Subsidiary or its stockholders.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise. For
purposes of Section 4.06 and 4.07 only, "Affiliate" shall also mean any
beneficial owner of shares representing 10% or more of the total voting power of
the Voting Stock (on a fully diluted basis) of the Company or of rights or
warrants to purchase such Voting Stock (whether or not currently exercisable)
and any Person who would be an Affiliate of any such beneficial owner pursuant
to the first sentence hereof.

<PAGE>

                                                                               3

                  "Amended and Restated Stockholders Agreement" means the
amended and restated stockholders agreement, dated as of December 10, 2003, as
may be further amended, restated, supplemented or otherwise modified from time
to time, among Volume Services America Holdings, Inc., BCP Volume L.P., BCP
Offshore Volume L.P., VSI Management Direct, L.P. and Recreational Services
L.L.C.

                  "Asset Sale" means: (i) the sale, conveyance, transfer or
other disposition (whether in a single transaction or a series of related
transactions) of property or assets (including by way of a Sale/Leaseback
Transaction) of the Company or any Restricted Subsidiary (each referred to in
this definition as a "disposition") or (ii) the issuance or sale of Equity
Interests of any Restricted Subsidiary (other than to the Company or another
Restricted Subsidiary) (whether in a single transaction or a series of related
transactions), in each case other than: (a) a disposition of Cash Equivalents or
Investment Grade Securities or obsolete or worn out equipment in the ordinary
course of business; (b) the disposition of all or substantially all of the
assets of the Company in a manner permitted pursuant to Section 5.01 or any
disposition that constitutes a Change of Control; (c) any Restricted Payment or
Permitted Investment that is permitted to be made, and is made, under Section
4.04; (d) any disposition of assets with an aggregate Fair Market Value of less
than $2,000,000; (e) any disposition of property or assets by a Restricted
Subsidiary to the Company or by the Company or a Restricted Subsidiary to a
Restricted Subsidiary; (f) any exchange of like property pursuant to Section
1031 of the Internal Revenue Code of 1986, as amended, for use in a Similar
Business; (g) sales of assets received by the Company upon the foreclosure on a
Lien; (h) any sale of Equity Interests in, or Indebtedness or other securities
of, an Unrestricted Subsidiary; and (i) sales of inventory in the ordinary
course of business consistent with past practices and sales of equipment upon
termination of a contract with a client entered into in the ordinary course of
business pursuant to the terms of such contract.

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

                  "Base Dividend Restricted Payments Basket" shall initially
equal $0, provided, however, that if during any fiscal quarter the Company has
paid dividends on the Company's Common Stock in an aggregate amount that is less
than the Quarterly Base Dividend Level for such quarter, an amount equal to 50%
of the difference between (i) the Quarterly Base Dividend Level for such quarter
and (ii) the aggregate amount of dividends actually paid on the Company's Common
Stock during such quarter shall be added to the Base Dividend Restricted
Payments Basket as of the last day of such fiscal quarter.

                  "Blackstone" means Blackstone Capital Partners II Merchant
Banking Fund L.P. and its Affiliates.

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board.

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which banking institutions in New York State are authorized or
required by law to close.

<PAGE>

                                                                               4

                  "Capitalized Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized and
reflected as a liability on a balance sheet (excluding the footnotes thereto) in
accordance with GAAP.

                  "Capital Stock" means: (i) in the case of a corporation,
corporate stock, including, without limitation, corporate stock represented by
IDSs and corporate stock outstanding upon the separation of IDSs into the
securities represented thereby; (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock; (iii) in the case of a
partnership or limited liability company, partnership or membership interests
(whether general or limited); and (iv) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

                  "Cash Equivalents" means: (i) U.S. dollars and foreign
currency exchanged into U.S. dollars within 180 days; (ii) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof; (iii) 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 exceeding one year and
overnight bank deposits, in each case with any commercial bank having capital
and surplus in excess of $500,000,000 and whose long-term debt is rated "A" or
the equivalent thereof by Moody's or S&P; (iv) repurchase obligations for
underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications specified
in clause (iii) above; (v) commercial paper issued by a corporation (other than
an Affiliate of the Company) rated at least "A-2" or the equivalent thereof by
Moody's or S&P and in each case maturing within one year after the date of
acquisition; (vi) investment funds investing at least 95% of their assets in
securities of the types described in clauses (i) through (v) above; (vii)
readily marketable direct obligations issued by any state of the United States
of America or any political subdivision thereof having one of the two highest
rating categories obtainable from either Moody's or S&P; and (viii) Indebtedness
or preferred stock issued by Persons with a rating of "A" or higher from S&P or
"A-2" or higher from Moody's.

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

                  (i)      the sale, lease or transfer, in one or a series of
         related transactions, of all or substantially all the Company's assets
         to any person or group (as such term is used in Section 13(d)(3) of the
         Exchange Act);

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

                  (iii)    the acquisition by any person or group (as such term
         in used in Section 13(d)(3) of the Exchange Act) of a direct or
         indirect interest in more than 50% of the ownership of the Company, or
         the voting power of the Voting Stock of the Company, by way of
         purchase, merger or consolidation or otherwise (other than a creation
         of a holding company that does not involve a change in the beneficial
         ownership of the Company as a result of such transaction);

<PAGE>

                                                                               5

                  (iv)     the merger or consolidation of the Company with or
         into another Person or the merger of another Person into the Company
         with the effect that immediately after such transaction the
         stockholders of the Company immediately prior to such transaction hold,
         directly or indirectly, less than 50% of the total voting power of all
         securities generally entitled to vote in the election of directors,
         managers or trustees of the Person surviving such merger or
         consolidation, in each case other than the creation of a holding
         company that does not involve a change in the beneficial ownership of
         the Company as a result of such transaction; or

                  (v)      the first day on which a majority of the members of
         the Board of Directors are not Continuing Directors.

                  "Closing Date" means the date of this Indenture.

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

                  "Common Stock" means the common stock of the Company, par
value $0.01 per share.

                  "Company" means Volume Services America Holdings, Inc. until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Financial Advisor as having a maturity
comparable to the remaining term of the notes being redeemed (assuming no
subsequent extension thereof) that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate notes of comparable maturity to the remaining term of such notes.

                  "Comparable Treasury Price" means, for any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding the redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if that release (or any successor release) is not
published or does not contain those prices on that business day, (A) the average
of the Reference Treasury Dealer Quotations for the redemption date, after
excluding the highest and lowest Reference Treasury Dealer Quotations for that
redemption date, or (B) if we obtain fewer than four Reference Treasury Dealer
Quotations, the average of all the Reference Treasury Dealer Quotations
obtained.

                  "Consolidated Depreciation and Amortization Expense" means
with respect to any Person for any period, the total amount of depreciation and
amortization expense of such Person and its Restricted Subsidiaries for such
period on a consolidated basis and otherwise determined in accordance with GAAP.

                  "Consolidated Interest Expense" means, with respect to any
Person for any period, the sum, without duplication, of: (i) consolidated
interest expense of such Person and its

<PAGE>
                                                                               6

Restricted Subsidiaries for such period, to the extent such expense was deducted
in computing Consolidated Net Income (including amortization of original issue
discount, the interest component of Capitalized Lease Obligations (or any
financing lease which has substantially the same economic effect as a
Capitalized Lease Obligation) and net payments and receipts (if any) pursuant to
Hedging Obligations and excluding amortization of deferred financing fees), (ii)
consolidated capitalized interest of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued and (iii) the earned discount or yield
with respect to the sale of receivables.

                  "Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis; provided,
however, that: (i) any net after-tax extraordinary gains or losses (less all
fees and expenses relating thereto) shall be excluded; (ii) any increase in
amortization or depreciation resulting from purchase accounting in relation to
any acquisition that is consummated after the Closing Date, net of taxes, shall
be excluded; (iii) the Net Income for such period shall not include the
cumulative effect of a change in accounting principles during such period; (iv)
any net after-tax income or loss from discontinued operations and any net
after-tax gains or losses on disposal of discontinued operations shall be
excluded; (v) any net after-tax gains or losses (less all fees and expenses
relating thereto) attributable to asset dispositions other than in the ordinary
course of business (as determined in good faith by the Board of Directors) shall
be excluded; (vi) the Net Income for such period of any Person that is not a
Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is
accounted for by the equity method of accounting, shall be included only to the
extent of the amount of dividends or distributions or other payments paid in
cash (or to the extent converted into cash) to the referent Person or a
Restricted Subsidiary thereof in respect of such period; and (vii) the Net
Income for such period of any Restricted Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by
such Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (which has not been obtained)
or, directly or indirectly, by the 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 payment of dividends or in similar
distributions have been legally waived; provided that the net loss of any such
Restricted Subsidiary shall be included. Notwithstanding the foregoing, for the
purpose of Section 4.04 only, there shall be excluded from Consolidated Net
Income any dividends, repayments of loans or advances or other transfers of
assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary
to the extent such dividends, repayments or transfers increase the amount of
Restricted Payments permitted under clauses (a)(3)(D) and (a)(3)(E) of Section
4.04.

                  "Continuing Directors" means, as of any date of determination,
any member of the Company's Board of Directors who: (i) was a member of the
Company's Board of Directors on the Closing Date; or (ii) was nominated for
election or elected to the Board of Directors with the affirmative vote of at
least a majority of the Continuing Directors who were members of the Company's
Board of Directors at the time of the nomination or election.

                  "Contribution Indebtedness" means Indebtedness of the Company
in an aggregate principal amount not greater than the amount of all Specified
Cash Contributions, provided that

<PAGE>
                                                                               7

 such Contribution Indebtedness (i) has a Stated Maturity later than the Stated
Maturity of the Securities, (ii) is Incurred substantially concurrently with
such Specified Cash Contributions, and (iii) is so designated as Contribution
Indebtedness pursuant to an Officers' Certificate on the Incurrence date
thereof.

                  "Credit Agreement" means the credit agreement dated as of
December 10, 2003, as amended, restated, supplemented, waived, replaced,
restructured, repaid, increased, refunded, refinanced or otherwise modified from
time to time, among the Company, Volume Services America, Inc., the Subsidiaries
of the Company named therein, the financial institutions named therein and
KeyBank National Association, as Administrative Agent, Fronting Bank and
Swingline Lender, including any agreement extending the maturity thereof or
otherwise restructuring all or any portion of the Indebtedness under such
agreement (except to the extent that any such amendment, restatement,
supplement, waiver, replacement, refunding, refinancing or other modification
thereto would be prohibited by the terms of this Indenture, unless otherwise
agreed to by the Holders of at least a majority in aggregate principal amount of
Securities at the time outstanding).

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

                  "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                  "Definitive Security" means a certificated Security that does
not include the Global Securities Legend.

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

                  "Designated Noncash Consideration" means the Fair Market Value
of noncash consideration received by the Company or one of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate, setting
forth the basis of such valuation, less the amount of Cash Equivalents received
in connection with a subsequent sale of such Designated Noncash Consideration.

                  "Designated Preferred Stock" means Preferred Stock of the
Company (other than Disqualified Stock) that is issued for cash (other than to a
Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or any of its Subsidiaries) and is so designated as
Designated Preferred Stock, pursuant to an Officers' Certificate, on the
issuance date thereof, the cash proceeds of which are excluded from the
calculation set forth in Section 4.04(a)(3).

                  "Designated Senior Indebtedness" means (i) the Senior Lender
Indebtedness and (ii) any other Senior Indebtedness of the Company.

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock of such Person which, by its terms (or by the terms of any
security into which it is convertible or for which it is redeemable or
exchangeable), or upon the happening of any event: (i) matures or is

<PAGE>
                                                                               8

mandatorily redeemable, pursuant to a sinking fund obligation or otherwise; (ii)
is convertible or exchangeable for Indebtedness or Disqualified Stock; or (iii)
is redeemable at the option of the holder thereof, in whole or in part, in each
case prior to the first anniversary of the maturity date of the Securities;
provided, however, that only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at
the option of the holder thereof prior to such first anniversary shall be deemed
to be Disqualified Stock; provided further, however, that if such Capital Stock
is issued to any employee or to any plan for the benefit of employees of the
Company or its Subsidiaries or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required
to be repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations or as a result of such employee's termination, death or
disability. Notwithstanding anything contrary herein, the Company's Common Stock
that is exchangeable into Additional Securities upon transfer pursuant to the
Amended and Restated Stockholders Agreement shall not be Disqualified Stock.

                  "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).

                  "Excess Cash" shall mean, with respect to any period, Adjusted
EBITDA minus the sum of (i) cash interest expense and (ii) income tax expense,
in each case, for such period.

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

                  "Excluded Contributions" means the net cash proceeds received
by the Company after the Closing Date from (i) contributions to its common
equity capital and (ii) the sale (other than to a Subsidiary of the Company or
to any Company or Subsidiary management equity plan or stock option plan or any
other management or employee benefit plan or agreement) of Capital Stock (other
than Disqualified Stock and Designated Preferred Stock) of the Company, in each
case designated as Excluded Contributions pursuant to an Officers' Certificate
executed by an Officer of the Company, the cash proceeds of which are excluded
from the calculation set forth in Section 4.04(a)(3).

                  "Fair Market Value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of who is under undue pressure or compulsion to complete the
transaction.

                  "Fixed Charge Coverage Ratio" means, with respect to any
Person for any period, the ratio of Adjusted EBITDA of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the Company or any of its Restricted Subsidiaries Incurs or redeems any
Indebtedness (other than in the case of revolving credit borrowings, in which
case interest expense shall be computed based upon the average daily balance of
such Indebtedness during the applicable period) or issues or redeems Preferred
Stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated but prior to the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the

<PAGE>
                                                                               9

"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such Incurrence or redemption of Indebtedness, or
such issuance or redemption of Preferred Stock, as if the same had occurred at
the beginning of the applicable four-quarter period. For purposes of making the
computation referred to above, Investments, acquisitions, dispositions, mergers,
consolidations and discontinued operations (as determined in accordance with
GAAP), in each case with respect to an operating unit of a business, that have
been made by the Company or any of its Restricted Subsidiaries during the
four-quarter reference period or subsequent to such reference period and on or
prior to or simultaneously with the Calculation Date shall be calculated on a
pro forma basis assuming that all such Investments, acquisitions, dispositions,
discontinued operations, mergers and consolidations (and the reduction of any
associated fixed charge obligations and the change in Adjusted EBITDA resulting
therefrom) had occurred on the first day of the four-quarter reference period.
If since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Investment,
acquisition, disposition, discontinued operation, merger or consolidation, in
each case with respect to an operating unit of a business, that would have
required adjustment pursuant to this definition, then the Fixed Charge Coverage
Ratio shall be calculated giving pro forma effect thereto for such period as if
such Investment, acquisition, disposition, discontinued operation, merger or
consolidation had occurred at the beginning of the applicable four-quarter
period. For purposes of this definition, whenever pro forma effect is to be
given to any transaction, the pro forma calculations shall be made in good faith
by a responsible financial or accounting officer of the Company. If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest 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 Obligations applicable to such
Indebtedness if such Hedging Obligation has a remaining term in excess of 12
months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at
an interest rate reasonably determined by a responsible financial or accounting
officer of the Company to be the rate of interest implicit in such Capitalized
Lease Obligation in accordance with GAAP. For purposes of making the computation
referred to above, interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period. Interest on
Indebtedness that may optionally be determined at an interest rate based upon a
factor of a prime or similar rate, a Eurocurrency interbank offered rate, or
other rate, shall be deemed to have been based upon the rate actually chosen,
or, if none, then based upon such optional rate chosen as the Company may
designate. Any such pro forma calculation may include adjustments appropriate,
in the reasonable determination of the Company as set forth in an Officers'
Certificate, to reflect operating expense reductions reasonably expected to
result from any acquisition or merger.

                  "Fixed Charges" means, with respect to any Person for any
period, the sum of (i) Consolidated Interest Expense of such Person for such
period and (ii) all cash dividend payments (excluding items eliminated in
consolidation) on any series of Preferred Stock or Disqualified Stock of such
Person and its Subsidiaries.

                  "Foreign Subsidiary" means any Restricted Subsidiary not
organized or existing under the laws of the United States of America or any
state or territory thereof.

<PAGE>
                                                                              10

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the Closing Date. For the
purposes of this Indenture, the term "consolidated" with respect to any Person
shall mean such Person consolidated with its Restricted Subsidiaries, and shall
not include any Unrestricted Subsidiary, but the interest of such Person in an
Unrestricted Subsidiary shall be accounted for as an Investment.

                  "GE Capital" means General Electric Capital Corporation and
its Affiliates.

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

                  "Guarantee" means any guarantee of the obligations of the
Company under this Indenture and the Securities by any Person in accordance with
the provisions of this Indenture.

                  "Guarantor" means any Person that Incurs a Guarantee; provided
that upon the release or discharge of such Person from its Guarantee in
accordance with this Indenture, such Person ceases to be a Guarantor.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) currency exchange, interest rate or
commodity swap agreements, currency exchange, interest rate or commodity cap
agreements and currency exchange, interest rate or commodity collar agreements
and (ii) other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange, interest rates or commodity prices.

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

                  "IDSs" means the Company's Income Deposit Securities, whether
currently outstanding or as may be issued from time to time.

                  "Incur" means issue, assume, guarantee, incur or otherwise
become liable for; provided, however, that any Indebtedness or Capital Stock of
a Person existing at the time such Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Subsidiary.

                  "Indebtedness" means, with respect to any Person: (i) the
principal and premium (if any) of any indebtedness of such Person, whether or
not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes,
debentures or similar instruments or letters of credit or bankers' acceptances
(or, without duplication, reimbursement agreements in respect thereof), (c)
representing the deferred and unpaid purchase price of any property, except any
such balance that constitutes a trade payable or similar obligation to a trade
creditor due within six months from the date on which it is Incurred, in each
case Incurred in the ordinary course of business,

<PAGE>
                                                                              11

which purchase price is due more than six months after the date of placing the
property in service or taking delivery and title thereto, (d) in respect of
Capitalized Lease Obligations, or (e) representing any Hedging Obligations, if
and to the extent that any of the foregoing Indebtedness (other than letters of
credit and Hedging Obligations) would appear as a liability on a balance sheet
(excluding the footnotes thereto) of such Person prepared in accordance with
GAAP; (ii) to the extent not otherwise included, any obligation of such Person
to be liable for, or to pay, as obligor, guarantor or otherwise, on the
Indebtedness of another Person (other than by endorsement of negotiable
instruments for collection in the ordinary course of business); and (iii) to the
extent not otherwise included, Indebtedness of another Person secured by a Lien
on any asset owned by such Person (whether or not such Indebtedness is assumed
by such Person); provided, however, that the amount of such Indebtedness will be
the lesser of (a) the Fair Market Value of such asset at such date of
determination and (b) the amount of such Indebtedness of such other Person;
provided, further, that any obligation of the Company or any Restricted
Subsidiary in respect of (i) minimum guaranteed commissions, or other similar
payments, to clients, minimum returns to clients or stop loss limits in favor of
clients or indemnification obligations to clients, in each case pursuant to
contracts to provide services to clients entered into in the ordinary course of
business, and (ii) account credits to participants under the Company's Long-Term
Incentive Plan or any successor or similar compensation plan, shall be deemed
not to constitute Indebtedness.

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

                  "Independent Financial Advisor" means an accounting, appraisal
or investment banking firm or consultant to Persons engaged in a Similar
Business, in each case of nationally recognized standing that is, in the good
faith determination of the Company, qualified to perform the task for which it
has been engaged.

                  "Interest Payment Date" means, with respect to any Security,
the Stated Maturity or the date specified as the fixed date on which an
installment of interest on such Security is due.

                  "Investment Grade Securities" means (i) securities issued or
directly and fully guaranteed or insured by the United States government or any
agency or instrumentality thereof (other than Cash Equivalents), (ii) debt
securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or
higher by Moody's or the equivalent of such rating by such rating organization,
or if no rating of S&P or Moody's then exists, the equivalent of such rating by
any other nationally recognized securities rating agency, but excluding any debt
securities or instruments constituting loans or advances among the Company and
its Subsidiaries, and (iii) investments in any fund that invests exclusively in
investments of the type described in clauses (i) and (ii) which fund may also
hold immaterial amounts of cash pending investment and/or distribution.

                  "Investments" means, with respect to any Person, all
investments by such Person in other Persons (including Affiliates) in the form
of loans (including guarantees), advances or capital contributions (excluding
accounts receivable, trade credit and advances to customers and commission,
travel and similar advances to officers, employees and consultants made in the
ordinary course of business), purchases or other acquisitions for consideration
(including agreements providing for the adjustment of purchase price) of
Indebtedness, Equity Interests or

<PAGE>
                                                                              12

other securities issued by any other Person and investments that are required by
GAAP to be classified on the balance sheet of the Company in the same manner as
the other investments included in this definition to the extent such
transactions involve the transfer of cash or other property. For purposes of the
definition of "Unrestricted Subsidiary" and Section 4.04, (i) "Investments"
shall include the portion (proportionate to the Company's equity interest in
such Subsidiary) of the Fair Market Value of the net assets of a Subsidiary of
the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, the Company shall be deemed to continue to have a
permanent "Investment" in an Unrestricted Subsidiary equal to an amount (if
positive) equal to (x) the Company's "Investment" in such Subsidiary at the time
of such redesignation less (y) the portion (proportionate to the Company's
equity interest in such Subsidiary) of the Fair Market Value of the net assets
of such Subsidiary at the time of such redesignation; and (ii) any property
transferred to or from an Unrestricted Subsidiary shall be valued at its Fair
Market Value at the time of such transfer, in each case as determined in good
faith by the Board of Directors.

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

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law (including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction); provided that in no event shall an operating lease be deemed to
constitute a Lien.

                  "Management Group" means the group consisting of the
directors, executive officers and other personnel of the Company on the Closing
Date.

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

                  "Net Debt" means, with respect to the Company, on a
consolidated basis at any time, the actual outstanding amount of funded
indebtedness (provided that with respect to the portion thereof represented by
any revolving facility under the Senior Lender Indebtedness, such amount shall
be calculated as the weighted average principal balance of loans that were
outstanding during the immediately preceding 12-month period), plus, without
duplication, the principal component of all Capitalized Lease Obligations and,
without duplication, other Indebtedness of the Company and its Restricted
Subsidiaries at such time, less (i) any early termination payments that would be
owed if all outstanding Hedging Obligations were terminated, and (ii) the amount
of cash of the Company and its Subsidiaries on the balance sheet as of the date
of determination in excess of $7,500,000.

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

<PAGE>
                                                                              13

                  "Net Proceeds" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received in respect of or upon the sale
or other disposition of any Designated Noncash 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 or other considerations received in
any other noncash form), net of the direct costs relating to such Asset Sale and
the sale or disposition of such Designated Noncash Consideration (including,
without limitation, legal, accounting and investment banking fees, and brokerage
and sales commissions), and any relocation expenses Incurred as a result
thereof, taxes paid or payable as a result thereof (after taking into account
any available tax credits or deductions and any tax sharing arrangements related
thereto), amounts required to be applied to the repayment of principal, premium
(if any) and interest on Indebtedness required (other than pursuant to Section
4.06(b)) to be paid as a result of such transaction, and any deduction of
appropriate amounts to be provided by the Company as a reserve in accordance
with GAAP against any liabilities associated with the asset disposed of in such
transaction and retained by the Company after such sale or other disposition
thereof, including, without limitation, pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with such transaction.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit and bankers' acceptances), damages
and other liabilities payable under the documentation governing any
Indebtedness; provided that Obligations with respect to the Securities shall not
include fees or indemnifications in favor of the Trustee and other third parties
other than the Holders of the Securities.

                  "Officer" means the Chairman of the Board, the President, any
Executive Vice President, Senior Vice President or Vice President, the Treasurer
or the Secretary of the Company.

                  "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 set
forth in this Indenture.

                  "Opinion of Counsel" means a written opinion from legal
counsel. The counsel may be an employee of or counsel to the Company.

                  "Pari Passu Indebtedness" means (i) with respect to the
Company, the Securities and any other Indebtedness of the Company other than
Senior Indebtedness or Secured Indebtedness of the Company and (ii) with respect
to any Guarantor, its Guarantee and any other Indebtedness other than Senior
Indebtedness or Secured Indebtedness of such Guarantor.

                  "Permitted Asset Swap" means any one or more transactions in
which the Company or any Restricted Subsidiary exchanges assets for
consideration consisting of (i) assets

<PAGE>
                                                                              14

used or useful in a Similar Business and (ii) any cash or Cash Equivalents;
provided that such cash or Cash Equivalents will be considered Net Proceeds from
an Asset Sale.

                  "Permitted Holders" means Blackstone, GE Capital and the
Management Group.

                  "Permitted Investments" means: (i) any Investment in the
Company or any Restricted Subsidiary; (ii) any Investment in Cash Equivalents or
Investment Grade Securities; (iii) any Investment by the Company or any
Restricted Subsidiary of the Company in a Person that is primarily engaged in a
Similar Business if as a result of such Investment (a) such Person becomes a
Restricted Subsidiary or (b) such Person, in one transaction or a series of
related transactions, 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; (iv) any Investment in securities or
other assets not constituting Cash Equivalents and received in connection with
an Asset Sale made pursuant to Section 4.06 or any other disposition of assets
not constituting an Asset Sale; (v) any Investment existing on the Closing Date;
(vi) advances to employees not in excess of $5,000,000 outstanding at any one
time in the aggregate; (vii) any Investment acquired by the Company or any of
its Restricted Subsidiaries (a) in exchange for any other Investment or accounts
receivable held by the Company or any such Restricted Subsidiary in connection
with or as a result of a bankruptcy, workout, reorganization or recapitalization
of the issuer of such other Investment or accounts receivable or (b) as a result
of a foreclosure by the Company or any of its Restricted Subsidiaries with
respect to any secured Investment or other transfer of title with respect to any
secured Investment in default; (viii) Hedging Obligations permitted under
Section 4.03(b)(x); (ix) additional Investments having an aggregate Fair Market
Value, taken together with all other Investments made pursuant to this clause
(ix) that are at that time outstanding, not to exceed the greater of 7.5% of
Total Assets or $10,000,000 at the time of such Investment (with the Fair Market
Value of each Investment being measured at the time made and without giving
effect to subsequent changes in value); (x) loans and advances to officers,
directors and employees for business-related travel expenses, moving expenses
and other similar expenses, in each case Incurred in the ordinary course of
business, and account credits and payments to participants under the Company's
Long-Term Incentive Plan or any successor or similar compensation plan; (xi)
Investments the payment for which consists of Equity Interests of the Company
(other than Disqualified Stock) ("Equity Payment Investments"); provided,
however, that such Equity Payment Investments will not increase the amount
available for Restricted Payments under Section 4.04(a)(3); (xii) any
transaction to the extent it constitutes an Investment that is permitted by and
made in accordance with Section 4.07(b) (except transactions described in
Section 4.07(b)(ii), (vi) and (vii)); (xiii) Investments consisting of the
licensing or contribution of intellectual property pursuant to joint marketing
arrangements with other Persons; (xiv) Guarantees issued in accordance with
Section 4.03; (xv) any Investment by Restricted Subsidiaries in other Restricted
Subsidiaries and Investments by Subsidiaries that are not Restricted
Subsidiaries in other Subsidiaries that are not Restricted Subsidiaries; (xvi)
Investments consisting of purchases and acquisitions of inventory, supplies,
materials and equipment or purchases of contract rights or licenses or leases of
intellectual property, in each case in the ordinary course of business; (xvii)
loans and advances to VSI Management Direct L.P., VSI Management II L.P.,
Recreational Services, L.L.C., current or former management personnel of the
Company and/or any entity in which any current or former management personnel of
the Company has a beneficial or equity interest pursuant to any management
equity plan or stock option plan or any other management or employee benefit or

<PAGE>
                                                                              15

incentive plan or agreement or any other agreement pursuant to which stock is
held for the benefit of such persons not to exceed $7,500,000 in aggregate
principal amount at any time outstanding, the proceeds of which will be used to
purchase or redeem, directly or indirectly, shares of Capital Stock of the
Company or to purchase limited partnership interests in VSI Management Direct
L.P., VSI Management II L.P. or Recreational Services, L.L.C.; and (xviii) loans
to clients made in connection with entering into, renegotiating, renewing or
amending contracts to provide services not to exceed $15,000,000 in any fiscal
year or $30,000,000 in aggregate amount at any time outstanding.

                  "Permitted Junior Securities" shall mean debt or equity
securities of the Company or any successor corporation issued pursuant to a plan
of reorganization or readjustment of the Company that are subordinated to the
payment of all then outstanding Senior Indebtedness of the Company at least to
the same extent that the Securities are subordinated to the payment of all
Senior Indebtedness of the Company on the Closing Date, so long as to the extent
that any Senior Indebtedness of the Company outstanding on the date of
consummation of any such plan of reorganization or readjustment is not paid in
full in cash on such date, either (a) the holders of any such Senior
Indebtedness not so paid in full in cash have consented to the terms of such
plan of reorganization or readjustment or (b) such holders receive securities
which constitute Senior Indebtedness and which have been determined by the
relevant court to constitute satisfaction in full in cash of any Senior
Indebtedness not paid in full in cash.

                  "Permitted Liens" means, with respect to any Person: (i)
pledges or deposits by such Person under workmen's compensation laws,
unemployment insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts (other than for the payment of
Indebtedness) or leases to which such Person is a party, or deposits to secure
public or statutory obligations of such Person or deposits of cash or United
States government bonds to secure surety or appeal bonds to which such Person is
a party, or deposits as security for contested taxes or import duties or for the
payment of rent, in each case Incurred in the ordinary course of business; (ii)
Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in
each case for sums not yet due or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an appeal
or other proceedings for review; (iii) Liens for taxes, assessments or other
governmental charges not yet due or payable or subject to penalties for
nonpayment or which are being contested in good faith by appropriate
proceedings; (iv) Liens in favor of issuers of performance and surety bonds or
bid bonds or completion guarantees or with respect to other regulatory
requirements or letters of credit issued pursuant to the request of and for the
account of such Person in the ordinary course of its business; (v) minor survey
exceptions, minor encumbrances, easements or reservations of, or rights of
others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real properties or Liens incidental to the conduct of the business
of such Person or to the ownership of its properties which were not Incurred in
connection with Indebtedness and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person; (vi) Liens securing Indebtedness
permitted to be incurred pursuant to Section 4.03(b)(iv); (vii) Liens to secure
Indebtedness permitted pursuant to Section 4.03(b)(i); (viii) Liens existing on
the Closing Date; (ix) Liens on property or shares of stock of a Person at the
time such Person becomes a Subsidiary; provided, however, that such

<PAGE>
                                                                              16

Liens are not created or Incurred in connection with, or in contemplation of,
such other Person becoming such a Subsidiary; provided, further, however, that
such Liens may not extend to any other property owned by the Company or any
Restricted Subsidiary; (x) Liens on property at the time the Company or a
Restricted Subsidiary acquired the property, including any acquisition by means
of a merger or consolidation with or into the Company or any Restricted
Subsidiary; provided, however, that such Liens are not created or Incurred in
connection with, or in contemplation of, such acquisition; provided, further,
however, that the Liens may not extend to any other property owned by the
Company or any Restricted Subsidiary; (xi) Liens securing Indebtedness or other
obligations of a Restricted Subsidiary owing to the Company or another
Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03;
(xii) Liens securing Hedging Obligations so long as the related Indebtedness is,
and is permitted to be under this Indenture, secured by a Lien on the same
property securing such Hedging Obligations; (xiii) Liens on specific items of
inventory or other goods and proceeds of any Person securing such Person's
obligations in respect of bankers' acceptances issued or created for the account
of such Person to facilitate the purchase, shipment or storage of such inventory
or other goods; (xiv) leases and subleases of real property which do not
materially interfere with the ordinary conduct of the business of the Company or
any of its Restricted Subsidiaries; (xv) Liens arising from Uniform Commercial
Code financing statement filings regarding operating leases entered into by the
Company and its Restricted Subsidiaries in the ordinary course of business;
(xvi) Liens in favor of the Company; (xvii) Liens on equipment of the Company
granted in the ordinary course of business to the Company's client at which such
equipment is located; (xviii) Liens encumbering deposits made in the ordinary
course of business to secure obligations arising from statutory, regulatory,
contractual or warranty requirements, including rights of offset and set-off;
(xix) Liens on the Equity Interests of Unrestricted Subsidiaries securing
obligations of Unrestricted Subsidiaries not otherwise prohibited by this
Indenture; (xx) Liens to secure Indebtedness permitted by Section 4.03(b)(xii);
and (xxi) Liens to secure any refinancing, refunding, extension, renewal or
replacement (or successive refinancings, refundings, extensions, renewals or
replacements) as a whole, or in part, of any Indebtedness secured by any Lien
referred to in the foregoing clauses (vi), (vii), (viii), (ix), (x), (xi), (xii)
and (xx); provided, however, that (A) such new Lien shall be limited to all or
part of the same property that secured the original Lien (plus improvements on
such property) and (B) the Indebtedness secured by such Lien at such time is not
increased to any amount greater than the sum of (x) the outstanding principal
amount or, if greater, committed amount of the Indebtedness described under
clauses (vi), (vii), (viii), (ix), (x), (xi), (xii) or (xx) at the time the
original Lien became a Permitted Lien under this Indenture and (y) an amount
necessary to pay any fees and expenses, including premiums, related to such
refinancing, refunding, extension, renewal or replacement.

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

                  "Preferred Stock" means any Equity Interest with preferential
right of payment of dividends or upon liquidation, dissolution, or winding up.

                  "Quarterly Base Dividend Level" means, for any fiscal quarter,
85% of the Company's Excess Cash for the 12 month period ending on the last day
of the Company's then

<PAGE>
                                                                              17

most recently ended fiscal quarter for which internal financial statements are
available at the time such dividend is declared and paid divided by four (4).

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

                  "Reference Treasury Dealer" means each of at least of two
primary U.S. Government securities dealers in New York City that the Company
selects.

                  "Reference Treasury Dealer Quotations" means, for each
Reference Treasury Dealer and any redemption date, the average, as determined by
the trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by the Reference Treasury Dealer at 5:00 p.m. New York
City time on the third business day preceding the redemption date for the
relevant series of notes being redeemed.

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

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

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than an Unrestricted Subsidiary.

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

                  "S&P" means Standard and Poor's Ratings Group.

                  "SEC" means the Securities and Exchange Commission.

                  "Secured Indebtedness" means any Indebtedness of the Company
or any Subsidiary secured by a Lien.

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

                  "Securities Offering" means any public or private sale of
IDSs, Common Stock or Preferred Stock of the Company or Volume Services America,
Inc. (other than Disqualified Stock), other than (i) public offerings with
respect to IDSs or Common Stock registered on Form S-8 (or the Canadian
equivalent) and (ii) any such public or private sale that constitutes an
Excluded Contribution.

<PAGE>
                                                                              18

                  "Senior Credit Documents" means the collective reference to
the Credit Agreement, the notes issued pursuant thereto and the guarantees
thereof, the collateral documents relating thereto, and any fee letters relating
thereto.

                  "Senior Indebtedness" with respect to the Company or any
Guarantor means the Senior Lender Indebtedness and all Indebtedness of the
Company or such Guarantor, including interest thereon (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or any Subsidiary of the Company whether
or not a claim for post-filing interest is allowed in such proceeding) and other
amounts (including make-whole, fees, expenses, reimbursement obligations under
letters of credit and indemnities) owing in respect thereof, whether outstanding
on the Closing Date or thereafter Incurred, unless in the instrument creating or
evidencing the same or pursuant to which the same is outstanding it is provided
that such obligations are not superior in right of payment to the Securities or
such Guarantor's Guarantee, as applicable; provided, however, that Senior
Indebtedness shall not include, as applicable, (i) any obligation of the Company
to any Subsidiary of the Company, or of such Guarantor to the Company or any
other Subsidiary of the Company, (ii) any liability for Federal, state, local or
other taxes owed or owing by the Company or such Guarantor, (iii) any accounts
payable or other liability to trade creditors arising in the ordinary course of
business (including guarantees thereof or instruments evidencing such
liabilities), (iv) any Indebtedness or obligation of the Company or such
Guarantor which is Pari Passu Indebtedness, (v) any obligations with respect to
any Capital Stock or (vi) any Indebtedness Incurred in violation of this
Indenture.

                  "Senior Lender Indebtedness" means any and all amounts payable
under or in respect of the Credit Agreement, the other Senior Credit Documents
and any Refinancing Indebtedness with respect thereto, as amended from time to
time, including principal, premium (if any), interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or Guarantor, as applicable, whether or
not a claim for post-filing interest is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations, guarantees and all other amounts
payable thereunder or in respect thereof.

                  "Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC.

                  "Similar Business" means a business, the majority of whose
revenues are derived from the provision of food, beverage, catering,
merchandise, management or other services at stadiums, convention centers, ball
parks, concert halls, theaters, seaports, airports, golf courses, arenas,
racetracks, parks, malls, zoos, bandstands, or other recreational venues, or the
activities of the Company and its Subsidiaries as of the Closing Date or any
business or activity that is reasonably similar thereto or a reasonable
extension, development or expansion thereof or ancillary thereto, including,
without limitation, investing in sports teams.

                  "Specified Cash Contributions" means the aggregate amount of
cash contributions (other than Excluded Contributions) made to the capital of
the Company which are designated as "Specified Cash Contributions" pursuant to
an Officers' Certificate.

<PAGE>

                                                                              19

                  "Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred), and including any extension to such maturity pursuant
to Section 2.15.

                  "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity (other than a partnership,
joint venture or limited liability company) of which more than 50% of the total
voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof is at the time of determination owned or controlled, directly
or indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof and (ii) any partnership, joint venture or
limited liability company of which (x) more than 50% of the capital accounts,
distribution rights, total equity and voting interests or general and limited
partnership interests, as applicable, are owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person or a combination thereof, whether in the form of membership, general,
special or limited partnership interests or otherwise and (y) such Person or any
Wholly Owned Restricted Subsidiary of such Person is a controlling general
partner or otherwise controls such entity.

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

                  "Total Assets" means the total consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent balance
sheet of the Company.

                  "Treasury Rate" means, for any redemption date, the rate per
annum equal to the monthly equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the redemption date.

                  "Trustee" means the party named as such in this Indenture
until a successor replaces it and, thereafter, means the successor, and if at
any time there is more than one such party, "Trustee" as used with respect to
the Securities of any series shall mean the trustee with respect to securities
of that series.

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

                  "Underwriting Agreement" means the underwriting agreement,
dated December 4, 2003, by and among Volume Services America Holdings, Inc. and
CIBC World Markets

<PAGE>
                                                                              20

Corp., UBS Securities LLC, RBC Dain Rauscher Inc., McDonald Investments Inc., a
KeyCorp Company, BMO Nesbitt Burns Inc. and the other underwriters parties
thereto.

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

                  "Unrestricted Subsidiary" means: (i) any Subsidiary of the
Company that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors in the manner provided below; and (ii) any
Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate
any Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness
of, or owns or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that the Subsidiary to be so designated and its
Subsidiaries do not at the time of designation have and do not thereafter Incur
any Indebtedness pursuant to which the lender has recourse to any of the assets
of the Company or any of its Restricted Subsidiaries; provided, further,
however, that either (a) the Subsidiary to be so designated has total
consolidated assets of $1,000 or less or (b) if such Subsidiary has consolidated
assets greater than $1,000, then such designation would be permitted under
Section 4.04. The Board of Directors may designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided, however, that immediately after giving
effect to such designation (x) (1) the Company could Incur $1.00 of additional
Indebtedness pursuant to Section 4.03(a)(ii) or (2) the Fixed Charge Coverage
Ratio for the Company and its Restricted Subsidiaries would be greater than such
ratio for the Company and its Restricted Subsidiaries immediately prior to such
designation, in each case on a pro forma basis taking into account such
designation and (y) no Default shall have occurred and be continuing. Any such
designation by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

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

                  "Voting Stock" of any 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 or Disqualified Stock, as the case may be, at any date, the
quotient obtained by dividing (i) the sum of the products of the number of years
from the date of determination to the date of each successive scheduled
principal payment of such Indebtedness or redemption or similar payment with
respect to such Disqualified Stock multiplied by the amount of such payment, by
(ii) the sum of all such payments.

<PAGE>
                                                                              21

                  "Wholly Owned Restricted Subsidiary" is any Wholly Owned
Subsidiary that is a Restricted Subsidiary.

                  "Wholly Owned Subsidiary" of any Person means a Subsidiary of
such Person 100% 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 Subsidiaries of such Person and one
or more Wholly Owned Subsidiaries of such Person.

<PAGE>
                                                                              22

                  SECTION 1.02. Other Definitions.

<TABLE>
<CAPTION>
                           Term                            Defined in Section
                           ----                            ------------------
<S>                                                        <C>
"Affiliate Transaction".................................     4.07(a)
"Agent Members".........................................     2.02(b)
"Asset Sale Offer"......................................     4.06(b)
"Automatic Exchange"....................................     4.14(a)
"Blockage Notice".......................................     10.03
"Change of Control Offer"...............................     4.09(b)
"covenant defeasance option"............................     8.01(b)
"Equity Payment Investments"............................     1.01, "Permitted
                                                             Investments"
"Event of Default"......................................     6.01
"Excess Proceeds".......................................     4.06(b)
"Guarantee Blockage Notice".............................     12.03
"Global Security".......................................     2.02(a)
"Global Securities Legend"..............................     2.02(c)
"Guaranteed Obligations"................................     11.01
"Guarantee Payment Blockage Period".....................     12.03
"legal defeasance option"...............................     8.01(b)
"Legal Holiday".........................................     13.08
"Management Equity".....................................     4.04(b)
"Offer Period"..........................................     4.06(c)
"pay its Guarantee".....................................     12.03
"pay the Securities"....................................     10.03
"Paying Agent"..........................................     2.04
"Payment Blockage Period"...............................     10.03
"protected purchaser"...................................     2.09
"Refinancing Indebtedness"..............................     4.03(b)
"Refunding Capital Stock"...............................     4.04(b)
"Registrar".............................................     2.04
"Restricted Payments"...................................     4.04(a)
"Retired Capital Stock".................................     4.04(b)
"Securities"............................................     Preamble
"Successor Company".....................................     5.01(a)
"Successor Guarantor"...................................     5.01(b)
"Unit Securities".......................................     4.14(a)
</TABLE>

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

                  "Commission" means the SEC.

                  "indenture securities" means the Securities and the
Guarantees.

<PAGE>
                                                                              23

                  "indenture security holder" means a Holder or Securityholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

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

                  (1)      all "dollars" are in "U.S. dollars", unless otherwise
         stated;

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

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

                  (4)      "or" is not exclusive;

                  (5)      "including" means including without limitation;

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

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

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

                  (9)      the principal amount of any Preferred Stock shall be
         (i) the maximum liquidation value of such Preferred Stock or (ii) the
         maximum mandatory redemption or mandatory repurchase price with respect
         to such Preferred Stock, whichever is greater.

                                   ARTICLE 2

                                 THE SECURITIES

                  SECTION 2.01. The Original Securities; Amount Unlimited. There
is hereby established the Securities to be issued under this Indenture, which
are designated as the Company's "13.5% Subordinated Notes due 2013"; provided,
that if the maturity of the

<PAGE>
                                                                              24

Securities is extended to 2018, the Securities may be designated as the
Company's "13.5% Subordinated Notes due 2018"; provided, further, that if the
maturity of the Securities is extended to 2023, the Securities may be designated
as the Company's "13.5% Subordinated Notes due 2023".

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. Additional
Securities shall be issued as part of the same series as the Original
Securities, and shall be issued pursuant to identical terms as the Original
Securities set forth in this Indenture except for any variation in issue price,
issuance date and interest payable as a result of such dates.

                  SECTION 2.02. Form and Dating. Each Security shall be dated
the date of its authentication. The Securities shall be issuable only in
registered form without interest coupons.

                  (a)      Global Securities. The Original Securities and any
Additional Securities shall be issued initially in the form of one or more
permanent global Securities in definitive, fully registered form (collectively,
the "Global Security"), in each case without interest coupons and bearing the
Global Securities Legend. The aggregate principal amount of the Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee as hereinafter
provided.

                  (b)      Book-Entry Provisions. This Section 2.02(b) shall
apply only to a Global Security deposited with or on behalf of the Depositary.

                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.02(b) and pursuant to an order of the Company, authenticate
and deliver initially one or more Global Securities that (a) shall be registered
in the name of the Depositary for such Global Security or Global Securities or
the nominee of such Depositary and (b) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instructions or held by the Trustee
as Securities Custodian.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary or by the Trustee as Securities
Custodian or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Agent Members, the operation of
customary practices of such Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.

                  (c)      Global Securities Legend. Each Global Security shall
bear the following legend (the "Global Securities Legend") or such other legend
as may be required by the Depositary from time to time:

<PAGE>
                                                                              25

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

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF."

                  In addition, the Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company or any Guarantor is subject, if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to the Company).

                  (d)      Definitive Securities. Except as provided in Section
2.07 or 2.08, owners of beneficial interests in Global Securities will not be
entitled to receive physical delivery of certificated Securities.

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

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

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

                  The Trustee shall authenticate and make available for delivery
upon a written order of the Company signed by two Officers (1) Original
Securities for original issue on the date hereof in a principal amount of
$95,677,065.00 (plus up to an additional $9,567,706.50 principal amount of
Original Securities upon exercise by the underwriters of their over-allotment
option pursuant to the Underwriting Agreement) and (2) subject to the terms of
this Indenture, Additional Securities in an unlimited aggregate principal
amount. Such order shall specify the amount of the Securities to be
authenticated, the date on which the original issue of Securities is

<PAGE>
                                                                              26

to be authenticated and whether the Securities are to be Original Securities or
Additional Securities.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Any such appointment
shall be evidenced by an instrument signed by a Trust Officer, a copy of which
shall be furnished to the Company. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as any Registrar, Paying Agent or agent for service of notices and
demands.

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

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

                  The Company may remove any Registrar or Paying Agent upon
written notice to such Registrar or Paying Agent and to the Trustee; provided,
however, that no such removal shall become effective until (1) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (2) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment of a successor in
accordance with clause (1) above. The Registrar or Paying Agent may resign at
any time upon written notice; provided, however, that the Trustee may resign as
Paying Agent or Registrar only if the Trustee also resigns as Trustee in
accordance with Section 7.08.

                  SECTION 2.05. Paying Agent To Hold Money in Trust.Prior to
each due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary is acting as
Paying Agent, segregate and hold in trust for the benefit of the Persons
entitled thereto) a sum (in U.S. dollars only) sufficient to pay such principal
and interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and
shall notify the Trustee of any default by the

<PAGE>
                                                                              27

Company in making any such payment. If the Company or a Subsidiary of the
Company acts as Paying Agent, it shall segregate the money held by it as Paying
Agent and hold it as a separate trust fund. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed by the Paying Agent. Upon complying with this Section, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

                  SECTION 2.06. Securityholder 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 Securityholders. If the Trustee is not the
Registrar, the Company shall furnish, or cause the Registrar to furnish, to the
Trustee, in writing at least five Business Days before each interest payment
date and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of Securityholders.

                  SECTION 2.07. Transfer and Exchange.The Securities shall be
issued in registered form and shall be transferable only upon the surrender of a
Security for registration of transfer and in compliance with this Section 2.07.
When a Security is presented to the Registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the
requirements of Section 8-401(a)(1) of the Uniform Commercial Code are met. When
Securities are presented to the Registrar with a request to exchange them for an
equal principal amount of Securities of other denominations, the Registrar shall
make the exchange as requested if the same requirements are met. The Company
shall not be required to make and the Registrar need not register transfers or
exchanges of Securities selected for redemption (except, in the case of
Securities to be redeemed in part, the portion thereof not to be redeemed) or
any Securities for a period of 15 days before a selection of Securities to be
redeemed.

                  (a) Transfer and Exchange of Definitive Securities. When
Definitive Securities are presented to the Registrar with a request to register
the transfer of such Definitive Securities or to exchange such Definitive
Securities for an equal principal amount of Definitive Securities of other
authorized denominations, the Registrar shall register the transfer or make the
exchange as requested if its reasonable requirements for such transaction are
met; provided, however, that the Definitive Securities surrendered for transfer
or exchange:

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

                  (ii)     are accompanied by the following additional
         information and documents, as applicable:

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

<PAGE>
                                                                              28

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

                  (b) Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security. A Definitive Security may not be
exchanged for a beneficial interest in a Global Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a Definitive Security, duly endorsed or accompanied by a written instrument of
transfer in form reasonably satisfactory to the Company and the Registrar,
together with written instructions directing the Trustee to make, or to direct
the Securities Custodian to make, an adjustment on its books and records with
respect to such Global Security to reflect an increase in the aggregate
principal amount of the Securities represented by the Global Security, such
instructions to contain information regarding the Depositary account to be
credited with such increase, then the Trustee shall cancel such Definitive
Security and cause, or direct the Securities Custodian to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Securities Custodian, the aggregate principal amount of Securities
represented by the Global Security to be increased by the aggregate principal
amount of the Definitive Security to be exchanged and shall credit or cause to
be credited to the account of the Person specified in such instructions a
beneficial interest in the Global Security equal to the principal amount of the
Definitive Security so canceled. If no Global Securities are then outstanding
and the Global Security has not been previously exchanged for certificated
securities pursuant to Section 2.08, the Company shall issue and the Trustee
shall authenticate, upon written order of the Company in the form of an
Officers' Certificate, a new Global Security in the appropriate principal
amount.

                  (c) Transfer and Exchange of Global Securities.

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

                  (ii) The transfer and exchange of Global Securities or
         beneficial interests therein shall be effected through the Depositary,
         in accordance with this Indenture (including applicable restrictions on
         transfer set forth herein, if any) and the procedures of the Depositary
         therefor. A transferor of a beneficial interest in a Global Security
         shall deliver a written order given in accordance with the Depositary's
         procedures containing information regarding the participant account of
         the Depositary to be credited with a beneficial interest in such Global
         Security or another Global Security and such account shall be credited
         in accordance with such order with a beneficial interest in the
         applicable Global Security and the account of the Person making the
         transfer shall be debited by an amount equal to the beneficial interest
         in the Global Security being transferred.

                  (iii) Notwithstanding any other provisions of this Article 2
         (other than the provisions set forth in Section 2.08), a Global
         Security may not be transferred as a whole

<PAGE>
                                                                              29

         except by the Depositary to a nominee of the Depositary or by a nominee
         of the Depositary to the Depositary or another nominee of the
         Depositary or by the Depositary or any such nominee to a successor
         Depositary or a nominee of such successor Depositary.

                  (d) Cancellation or Adjustment of Global Security. At such
time as all beneficial interests in a Global Security have either been exchanged
for Definitive Securities, transferred, redeemed, repurchased or canceled, such
Global Security shall be returned by the Depositary to the Trustee for
cancellation or retained and canceled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive Securities, transferred in exchange for an interest in another Global
Security, redeemed, repurchased or canceled, the principal amount of Securities
represented by such Global Security shall be reduced and an adjustment shall be
made on the books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global Security, by the
Trustee or the Securities Custodian, to reflect such reduction.

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

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

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

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

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

                  SECTION 2.08. Definitive Securities

                  (a)      A Global Security deposited with the Depositary or
with the Trustee as Securities Custodian pursuant to Section 2.02 shall be
transferred to the beneficial owners thereof in the form of Definitive
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for such Global Security, only if such
transfer complies with Section 2.07 and (i) the Depositary notifies the Company
that it is

<PAGE>
                                                                              30

unwilling or unable to continue as a Depositary for such Global Security or if
at any time the Depositary ceases to be a "clearing agency" registered under the
Exchange Act, and a successor depositary is not appointed by the Company within
90 days of such notice or (ii) the Company, in its sole discretion, notifies the
Trustee in writing that it elects to cause the issuance of certificated
Securities under this Indenture.

                  (b)      Any Global Security that is transferable to the
beneficial owners thereof pursuant to this Section 2.08 shall be surrendered by
the Depositary to the Trustee, to be so transferred, in whole or from time to
time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Securities of authorized denominations. Any
portion of a Global Security transferred pursuant to this Section shall be
registered in such names as the Depositary shall direct.

                  (c)      Subject to the provisions of Section 2.08(b), the
registered Holder of a Global Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Indenture or the Securities.

                  (d)      In the event of the occurrence of any of the events
specified in Section 2.08(a)(i), (ii) or (iii), the Company will promptly make
available to the Trustee a reasonable supply of Definitive Securities in fully
registered form without interest coupons.

                  SECTION 2.09. Replacement Securities.If a mutilated Security
is surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i)
satisfies the Company or the Trustee within a reasonable time after such Holder
has notice of such loss, destruction or wrongful taking and the Registrar does
not register a transfer prior to receiving such notification, (ii) makes such
request to the Company or the Trustee prior to the Security being acquired by a
protected purchaser as defined in Section 8-303 of the Uniform Commercial Code
(a "protected purchaser") and (iii) satisfies any other reasonable requirements
of the Trustee. If required by the Trustee or the Company, such Holder shall
furnish an indemnity bond sufficient in the judgment of the Trustee to protect
the Company, the Trustee, the Paying Agent and the Registrar from any loss that
any of them may suffer if a Security is replaced. The Company and the Trustee
may charge the Holder for their expenses in replacing a Security. In the event
any such mutilated, lost, destroyed or wrongfully taken Security has become or
is about to become due and payable, the Company in its discretion may pay such
Security instead of issuing a new Security in replacement thereof.

                  Every replacement Security is an additional obligation of the
Company.

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

<PAGE>
                                                                              31

                  SECTION 2.10. Outstanding Securities.Securities outstanding at
any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation and those described in
this Section as not outstanding. Subject to Section 13.06, a Security does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Security.

                  If a Security is replaced pursuant to Section 2.09, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a protected purchaser.

                  If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

                  SECTION 2.11. Temporary Securities.In the event that
Definitive Securities (as defined in the Appendix) are to be issued under the
terms of this Indenture, until such Definitive Securities are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive Securities and
deliver them in exchange for temporary Securities upon surrender of such
temporary Securities at the office or agency of the Company, without charge to
the Holder.

                  SECTION 2.12. Cancellation.The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver proof of canceled Securities to the Company pursuant to
written direction by an Officer. The Company may not issue new Securities to
replace Securities it has redeemed, paid or delivered to the Trustee for
cancellation. The Trustee shall not authenticate Securities in place of canceled
Securities other than pursuant to the terms of this Indenture.

                  SECTION 2.13. CUSIP Numbers.The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company, upon becoming aware, through written
notice, of any change in such "CUSIP" numbers, shall promptly notify the Trustee
of such change.

<PAGE>
                                                                              32

                  SECTION 2.14. Tax Treatment.The Company agrees, and by
acceptance of beneficial ownership interest in the Original Securities each
beneficial Holder of Original Securities agrees, (1) to treat the beneficial
Holder as owner of the Original Securities for all purposes, including the
preparation and filing of any United States federal, state, local or foreign tax
return, report, or other information; (2) to treat the Original Securities as
indebtedness for all purposes and (3) to treat the acquisition of an IDS as the
acquisition of the Original Securities and Common Stock which are represented by
the IDS and to allocate the purchase price of the IDS between the Original
Securities and the Common Stock as $5.70 and $9.30, respectively.

                  SECTION 2.15. Extension of Maturity.The Company may extend the
maturity of the Securities for two additional successive five-year terms, to
December 10, 2018 and December 10, 2023, respectively, if the following
conditions are satisfied:

                  (1)      during the twelve month period ending on the last day
         of the fiscal quarter ending at least 45 days prior to the end of the
         then-current term, the ratio of Net Debt to Adjusted EBITDA is less
         than 5.00 to 1.00;

                  (2)      no Event of Default (including certain events of
         bankruptcy, insolvency or reorganization of the Company or a
         Significant Subsidiary) has occurred and is continuing with respect to
         the Securities;

                  (3)      no event of default has occurred and is continuing
         with respect to any other Indebtedness of the Company, or could occur
         as a result of such extension, including under any Designated Senior
         Indebtedness; and

                  (4)      there is no interest due but unpaid on the Securities
         or any other Indebtedness of the Company, other than trade payables in
         a non-material amount.

                  If the Company determines to extend the maturity of the
Securities, the Company, or the Trustee at the Company's direction, shall mail a
notice of such extension, which notice shall include the new maturity date, by
first-class mail to each Holder at such Holder's registered address, at least 30
and not more than 60 days prior to the previous maturity date; provided that in
the event the Trustee is to mail such notice, the Company shall deliver to the
Trustee, at least 40 days prior to the date of extension of maturity, an
Officer's Certificate requesting that the Trustee give such notice and setting
forth the information required above.

                                   ARTICLE 3

                                   REDEMPTION

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

                  The Company shall give each notice to the Trustee provided for
in this Section at least 60 days before the redemption date unless the Trustee
consents to a shorter period, which, in no event will be less than 30 days. Such
notice shall be accompanied by an Officers'

<PAGE>
                                                                              33

Certificate from the Company to the effect that such redemption shall comply
with the conditions herein. If fewer than all the Securities are to be redeemed,
the record date relating to such redemption shall be selected by the Company and
given to the Trustee, which record date shall be not fewer than 15 days after
the date of notice to the Trustee. Any such notice may be canceled at any time
prior to notice of such redemption being mailed to any Holder and shall thereby
be void and of no effect.

                  SECTION 3.02. Selection of Securities to be Redeemed.In the
case of any partial redemption, selection of the Securities for redemption shall
be made by the Trustee in compliance with the requirements of the principal
national securities exchange, if any, on which such Securities are listed, or if
such Securities are not so listed, on a pro rata basis, by lot or by such other
method as the Trustee shall deem fair and appropriate (and in such manner as
complies with applicable legal requirements). Provisions of this Indenture that
apply to Securities called for redemption also apply to portions of Securities
called for redemption. The Trustee shall notify the Company promptly of the
Securities or portions of Securities to be redeemed.

                  SECTION 3.03. Notice of Redemption.At least 30 days but not
more than 60 days before the Redemption Date of any Securities, the Company, or
the Trustee at the Company's direction, shall mail a notice of redemption by
first-class mail to each Holder of such Securities to be redeemed at such
Holder's registered address; provided that in the event the Trustee is to mail
such notice, the Company shall deliver to the Trustee, at least 45 days prior to
the Redemption Date, an Officer's Certificate requesting that the Trustee give
such notice and setting forth the information to be stated in such notice as
provided below.

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

                  (1)      the Redemption Date;

                  (2)      the redemption price and the amount of accrued and
         unpaid interest to the Redemption Date;

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

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

                  (5)      if fewer than all the outstanding Securities are to
         be redeemed, the certificate numbers and principal amounts of the
         particular Securities to be redeemed in full or part;

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

                  (7)      the CUSIP numbers, if any, printed on the Securities
         being redeemed; and

<PAGE>
                                                                              34
                  (8)      that no representation is made as to the correctness
         or accuracy of the CUSIP numbers, if any, listed in such notice or
         printed on the Securities.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information, along with a form of
the notice, required by this Section.

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

                  SECTION 3.05. Deposit of Redemption Price.Prior to 10:00 a.m.,
New York City time, on the Redemption Date, the Company shall deposit with the
Paying Agent (or, if the Company or a Subsidiary is the Paying Agent, shall
segregate and hold in trust) money (in U.S. dollars) sufficient to pay the
redemption price of and accrued and unpaid interest, if any, on all Securities
to be redeemed on that date other than Securities or portions of Securities
called for redemption that have been delivered by the Company to the Trustee for
cancellation. On and after the Redemption Date, interest will cease to accrue on
Securities or portions thereof called for redemption so long as the Company has
deposited with the Paying Agent funds (in U.S. dollars) sufficient to pay the
principal of, plus accrued and unpaid interest (if any) on, the Securities to be
redeemed.

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

                                    ARTICLE 4

                                    COVENANTS

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

                  (b)      If and for so long as the Company is required to
defer interest payments on the Securities pursuant to the terms of any
Designated Senior Indebtedness, the Company shall defer such interest payments
on the Securities; provided, however, that the Company shall

<PAGE>
                                                                              35

defer such interest payments on the Securities; provided, however,that the
Company shall not be required to defer such interest payments:

                  (i)      so long as an Event of Default has occurred and is
         continuing with respect to the Securities and the Securities have been
         accelerated; or

                  (ii)     for more than 24 months in the aggregate prior to
         December 18, 2008.

                  During any period from December 20, 2008, through December 10,
2013, interest payments may be deferred for no more than 10 interest payment
dates in the aggregate before current interest payments, including interest on
deferred interest, must be resumed; provided, however, that for purposes of
calculating the foregoing limitation, (i) any payment of deferred interest by
the Company will be applied, first, to the interest payment, including interest
on deferred interest, that (but for the deferral) would have been required to be
made on the most recent interest payment date on which interest was deferred,
and, thereafter (to the extent of any excess), successively, to the interest
payment, including interest on deferred interest, that (but for the deferral)
would have been required to be made on each next preceding interest payment date
on which interest was deferred, and (ii) the number of interest payment dates
for which interest will be treated as having been deferred will be reduced by
the number of interest payment dates, if any, with regard to which interest was
treated as paid in full pursuant to the foregoing ordering rule. If the maturity
of the Securities is extended, interest will be deferred if required under any
then outstanding Designated Senior Indebtedness in the same manner as during the
period from December 20, 2008, through December 10, 2013.

                  (c)      Deferred interest on the Securities will bear
         interest monthly at a rate equal to the stated annual rate of interest
         on the Securities divided by 12. Such interest on deferred interest
         shall be payable monthly, subject to the provisions set forth herein.
         Any such interest on deferred interest that is deferred will be treated
         as deferred interest. The Company shall pay interest on overdue
         principal at the rate specified therefor in the Securities, and it
         shall pay interest on overdue installments of interest that have not
         been deferred at the same rate to the extent lawful.

                  (d)      The Company shall pay deferred interest pursuant to
         the following provisions:

                  (i)      for any interest deferral prior to December 18, 2008,
         the Company must pay all deferred interest no later than December 18,
         2008;

                  (ii)     for any interest deferral after December 18, 2008 and
         prior to December 10, 2013, the Company must pay all deferred interest
         no later than December 10, 2013; and

                  (iii)    subject to (i) and (ii) above, the Company may only
         pay deferred interest if such payment is permitted under (A) the Credit
         Agreement and any other then outstanding Designated Senior Indebtedness
         and (B) Article 10 of this Indenture.

                  (e)      The Company shall notify the Trustee of each interest
deferral at least one Business Day prior to the Interest Payment Date. The
Representative of the Designated Senior

<PAGE>
                                                                              36

Indebtedness may provide a written notice to the Trustee and the Paying Agent
(with a copy to the Company) at least one Business Day prior to such Interest
Payment Date specifying that the Representative has received notice of the
interest deferral from the Company and, upon receipt of such notice from the
Company or the Representative, the Trustee and the Paying Agent shall not permit
any interest payment to be made on such Interest Payment Date. Furthermore, the
Trustee and the Paying Agent shall not permit any interest on any Securities to
be paid on any Interest Payment Date if the Representative of Designated Senior
Indebtedness has notified the Trustee that an Interest Deferral Period (as
defined in the Senior Credit Agreement) is in effect or the payment of interest
on the Securities and on any previously deferred interest is prohibited by
Article 10 hereof.

                  (f)      The Company (i) shall not amend the financial tests
of any Designated Senior Indebtedness relating to interest deferral as existing
on the Closing Date in any manner, or enter into new agreements that contain
such financial tests, that would be reasonably expected to increase the
likelihood, frequency or duration of interest deferral on the Securities and
(ii) shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, Incur any Designated Senior Indebtedness after the
Closing Date which contains financial tests relating to interest deferral that
would be reasonably expected to increase the likelihood, frequency or duration
of interest deferral on the Securities than the financial tests of any
Designated Senior Indebtedness as existing on the Closing Date.

                  SECTION 4.02. Reports and Other Information.Notwithstanding
that the Company may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act or otherwise report on an annual and quarterly
basis on forms provided for such annual and quarterly reporting pursuant to
rules and regulations promulgated by the SEC, the Company shall file with the
SEC (and provide the Trustee and Holders with copies thereof, without cost to
each Holder, within 15 days after it files them with the SEC), (i) annual
reports on Form 10-K (or any successor or comparable form) containing the
information required to be contained therein (or required in such successor or
comparable form) (ii) reports on Form 10-Q (or any successor or comparable
form), (iii) such other reports on Form 8-K (or any successor or comparable
form), and (iv) any other information, documents and other reports which the
Company would be required to file with the SEC if it were subject to Section 13
or 15(d) of the Exchange Act, in each case, within the time period the Company
would be required to file such information with the SEC if it were subject to
Section 13 or 15(d) of the Exchange Act; provided, however, the Company shall
not be so obligated to file such reports with the SEC if the SEC does not permit
such filing, in which event the Company will make available such information to
prospective purchasers of Securities, in addition to providing such information
to the Trustee and the Holders, in each case within 15 days after the time the
Company would be required to file such information with the SEC if it were
subject to Section 13 or 15(d) of the Exchange Act.

                  SECTION 4.03. Limitations on Incurrence of Indebtedness and
Issuance of Disqualified Stock and Preferred Stock.(a) (i) The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue
any shares of Disqualified Stock and (ii) the Company shall not permit any of
its Restricted Subsidiaries to issue any shares of Preferred Stock; provided,
however, that the Company and any Guarantor may Incur Indebtedness (including
Acquired

<PAGE>
                                                                              37

Indebtedness) or issue shares of Disqualified Stock and any Guarantor may issue
shares of Preferred Stock if the Fixed Charge Coverage Ratio of the Company for
the 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 or Preferred Stock is issued
would have been at least 2.00 to 1.00 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 or Preferred 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)      Section 4.03(a) will not apply to:

                  (i)      the Incurrence by the Company or its Restricted
         Subsidiaries of Indebtedness under the Credit Agreement and the
         issuance and creation of letters of credit and bankers' acceptances
         thereunder (with letters of credit and bankers' acceptances being
         deemed to have a principal amount equal to the face amount thereof) up
         to an aggregate principal amount of $150,000,000 million outstanding at
         any one time;

                  (ii)     the Incurrence by the Company and the Guarantors of
         Indebtedness represented by the Original Securities (not including any
         Additional Securities) and the Guarantees, as applicable;

                  (iii)    Indebtedness existing on the Closing Date (other than
         Indebtedness described in clauses (i) and (ii));

                  (iv)     Indebtedness (including Capitalized Lease
         Obligations) Incurred by the Company or any of its Restricted
         Subsidiaries, to finance the purchase, lease or improvement of property
         (real or personal) or equipment (whether through the direct purchase of
         assets or the Capital Stock of any Person owning such assets) in an
         aggregate principal amount which, when aggregated with the principal
         amount of all other Indebtedness then outstanding and Incurred pursuant
         to this clause (iv) and all Refinancing Indebtedness (as defined below)
         Incurred to refund, refinance or replace any Indebtedness Incurred
         pursuant to this clause (iv), does not exceed the greater of 7.5% of
         Total Assets at the time of Incurrence or $10,000,000;

                  (v)      Indebtedness Incurred by the Company or any of its
         Restricted Subsidiaries constituting reimbursement obligations with
         respect to letters of credit issued in the ordinary course of business,
         including without limitation letters of credit in respect of workers'
         compensation claims, health, disability or other employee benefits or
         property, casualty or liability insurance or self-insurance, or with
         respect to agreements to provide services, or other Indebtedness with
         respect to reimbursement type obligations regarding workers'
         compensation claims; provided, however, that upon the drawing of such
         letters of credit, such obligations are reimbursed within 30 days
         following such drawing;

                  (vi)     Indebtedness arising from agreements of the Company
         or a Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar

<PAGE>
                                                                              38

         obligations, in each case, Incurred in connection with the disposition
         of any business, assets or a Subsidiary of the Company in accordance
         with the terms of this Indenture, other than guarantees of Indebtedness
         Incurred by any Person acquiring all or any portion of such business,
         assets or Subsidiary for the purpose of financing such acquisition;

                  (vii)    Indebtedness of the Company to a Restricted
         Subsidiary of the Company; provided that any such Indebtedness is
         subordinated in right of payment to the Securities; provided further,
         that any subsequent issuance or transfer of any Capital Stock or any
         other event which results in any such Restricted Subsidiary ceasing to
         be a Restricted Subsidiary of the Company or any other subsequent
         transfer of any such Indebtedness (except to the Company or another
         Restricted Subsidiary) shall be deemed, in each case to be an
         Incurrence of such Indebtedness;

                  (viii)   shares of Preferred Stock of a Restricted Subsidiary
         issued to the Company or another Restricted Subsidiary of the Company;
         provided that any subsequent issuance or transfer of any Capital Stock
         or any other event which results in any such Restricted Subsidiary
         ceasing to be a Restricted Subsidiary or any other subsequent transfer
         of any such shares of Preferred Stock (except to the Company or another
         Restricted Subsidiary of the Company) shall be deemed, in each case, to
         be an issuance of shares of Preferred Stock;

                  (ix)     Indebtedness of a Restricted Subsidiary to the
         Company or another Restricted Subsidiary of the Company; provided that
         (A) any such Indebtedness is made pursuant to an intercompany note and
         (B) if a Guarantor incurs such Indebtedness to a Restricted Subsidiary
         that is not a Guarantor such Indebtedness is subordinated in right of
         payment to the Guarantee of such Guarantor; provided further that any
         subsequent issuance or transfer of any Capital Stock or any other event
         which results in any Restricted Subsidiary lending such Indebtedness
         ceasing to be a Restricted Subsidiary or any other subsequent transfer
         of any such Indebtedness (except to the Company or another Restricted
         Subsidiary of the Company) shall be deemed, in each case, to be an
         Incurrence of such Indebtedness;

                  (x)      Hedging Obligations that are Incurred in the ordinary
         course of business (A) for the purpose of fixing or hedging interest
         rate risk with respect to any Indebtedness that is permitted by the
         terms of this Indenture to be outstanding, (B) for the purpose of
         fixing or hedging currency exchange rate risk with respect to any
         currency exchanges or (C) for the purpose of fixing or hedging
         commodity price risk with respect to any commodity purchases;

                  (xi)     obligations in respect of performance, bid and surety
         bonds and completion guarantees provided by the Company or any
         Restricted Subsidiary in the ordinary course of business;

                  (xii)    Indebtedness or Disqualified Stock of the Company and
         any Restricted Subsidiary not otherwise permitted hereunder in an
         aggregate principal amount, which when aggregated with the principal
         amount or liquidation preference of all other Indebtedness and
         Disqualified Stock then outstanding and Incurred pursuant to this

<PAGE>
                                                                              39

         clause (xii), does not exceed $25,000,000 at any one time outstanding;
         provided, however, that Indebtedness of Foreign Subsidiaries, which
         when aggregated with the principal amount of all other Indebtedness of
         Foreign Subsidiaries then outstanding and Incurred pursuant to this
         clause (xii), does not exceed $10,000,000 (or the equivalent thereof in
         any other currency) at any one time outstanding (it being understood
         that any Indebtedness Incurred under this clause (xii) shall cease to
         be deemed Incurred or outstanding for purposes of this clause (xii) but
         shall be deemed to be Incurred for purposes of Section 4.03(a) from and
         after the first date on which the Company could have Incurred such
         Indebtedness under Section 4.03(a) without reliance upon this clause
         (xii));

                  (xiii)   any guarantee by the Company or a Guarantor of
         Indebtedness or other obligations of the Company or any of its
         Restricted Subsidiaries so long as the Incurrence of such Indebtedness
         Incurred by the Company or such Restricted Subsidiary is permitted
         under the terms of this Indenture; provided that if such Indebtedness
         is by its express terms subordinated in right of payment to the
         Securities or the Guarantee of such Restricted Subsidiary, as
         applicable, any such guarantee of such Guarantor with respect to such
         Indebtedness shall be subordinated in right of payment to such
         Guarantor's Guarantee with respect to the Securities substantially to
         the same extent as such Indebtedness is subordinated to the Securities
         or the Guarantee of such Restricted Subsidiary, as applicable;

                  (xiv)    the Incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness which serves to refund or
         refinance any Indebtedness Incurred as permitted under Section 4.03(a)
         and clauses (ii) and (iii) above, or any Indebtedness issued to so
         refund or refinance such Indebtedness (subject to the following
         proviso; "Refinancing Indebtedness") prior to its respective maturity;
         provided, however that such Refinancing Indebtedness (A) has a Weighted
         Average Life to Maturity at the time such Refinancing Indebtedness is
         Incurred which is not less than the remaining Weighted Average Life to
         Maturity of the Indebtedness being refunded or refinanced, (B) has a
         Stated Maturity which is no earlier than the Stated Maturity of the
         Indebtedness being refunded or refinanced, (C) to the extent such
         Refinancing Indebtedness refinances Indebtedness pari passu with the
         Securities or the Guarantee of such Restricted Subsidiary, as
         applicable, is pari passu with the Securities or the Guarantee of such
         Restricted Subsidiary, as applicable, (D) is Incurred in an aggregate
         principal amount (or if issued with original issue discount, an
         aggregate issue price) that is equal to or less than the aggregate
         principal amount (or if issued with original issue discount, the
         aggregate accreted value) then outstanding of the Indebtedness being
         refinanced plus premium and fees Incurred in connection with such
         refinancing, and (E) shall not include (x) Indebtedness of a Restricted
         Subsidiary that is not a Guarantor that refinances Indebtedness of the
         Company or (y) Indebtedness of the Company or a Restricted Subsidiary
         that refinances Indebtedness of an Unrestricted Subsidiary; and
         provided further that subclauses (A) and (B) of this clause (xiv) shall
         not apply to any refunding or refinancing of any Senior Indebtedness;

                  (xv)     Indebtedness or Disqualified Stock of Persons that
         are acquired by the Company or any of its Restricted Subsidiaries or
         merged into a Restricted Subsidiary in

<PAGE>
                                                                              40

         accordance with the terms of this Indenture; provided, however, that
         such Indebtedness or Disqualified Stock is not Incurred in
         contemplation of such acquisition or merger or to provide all or a
         portion of the funds or credit support required to consummate such
         acquisition or merger; provided further, however, that after giving
         effect to such acquisition and the Incurrence of such Indebtedness
         either (A) the Company would be permitted to Incur at least $1.00 of
         additional Indebtedness pursuant to Section 4.03(a) or (B) the Fixed
         Charge Coverage Ratio would be greater than immediately prior to such
         acquisition;

                  (xvi)    Contribution Indebtedness; and

                  (xvii)   Indebtedness represented by (A) the issuance of
         Additional Securities in connection with the issuance of shares of
         Common Stock, provided that the ratio of the aggregate principal amount
         of such Additional Securities to the number of such additional shares
         shall not exceed the equivalent ratio with respect to the IDSs
         outstanding prior to such issuance, and, in each case the related
         Guarantees, or (B) the exchange of Common Stock for Additional
         Securities pursuant to the Amended and Restated Stockholders Agreement.

                  (c)      For purposes of determining compliance with this
Section 4.03, in the event that an item of Indebtedness meets the criteria of
more than one of the categories of permitted Indebtedness described in clauses
4.03(b)(i) through (xvii) above or is entitled to be Incurred pursuant to
Section 4.03(a), the Company shall, in its sole discretion, classify or
reclassify such item of Indebtedness in any manner that complies with this
covenant and such item of Indebtedness will be treated as having been Incurred
pursuant to only one of such clauses of Section 4.03(b) or pursuant to Section
4.03(a) hereof. Accrual of interest, the accretion of accreted value and the
payment of interest in the form of additional Indebtedness will not be deemed to
be an Incurrence of Indebtedness for purposes of this Section 4.03.

                  SECTION 4.04. Limitation on Restricted Payments.(a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly: (i) declare or pay any dividend or make any distribution
on account of the Company's or any of its Restricted Subsidiaries' Equity
Interests, including any payment made in connection with any merger or
consolidation involving the Company (other than (A) dividends or distributions
by the Company payable solely in Equity Interests (other than Disqualified
Stock) of the Company or (B) dividends or distributions by a Restricted
Subsidiary so long as, in the case of any dividend or distribution payable on or
in respect of any class or series of securities issued by a Restricted
Subsidiary other than a Wholly Owned Restricted Subsidiary, the Company or a
Restricted Subsidiary receives at least its pro rata share of such dividend or
distribution in accordance with its Equity Interests in such class or series of
securities); (ii) purchase or otherwise acquire or retire for value any Equity
Interests of the Company or any Restricted Subsidiary; or (iii) make any
Restricted Investment (all such payments and other actions set forth in this
clause (iii) and in clauses (i) and (ii) above being collectively referred to as
"Restricted Payments"), unless, at the time of such Restricted Payment:

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

<PAGE>
                                                                              41

                  (2)      immediately after giving effect to such transaction
         on a pro forma basis, the Company could Incur $1.00 of additional
         Indebtedness under Section 4.03(a); and

                  (3)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the Closing Date (including Restricted
         Payments permitted by clauses (i), (iv), (v), (vii) and (xii) of
         Section 4.04(b), but excluding all other Restricted Payments permitted
         by Section 4.04(b)), is less than the sum of, without duplication: (A)
         50% of the Consolidated Net Income of the Company for the period (taken
         as one accounting period) from the fiscal quarter that first begins
         after the Closing Date to the end of the Company's most recently ended
         fiscal quarter for which internal financial statements are available at
         the time of such Restricted Payment (or, in the case such Consolidated
         Net Income for such period is a deficit, minus 100% of such deficit),
         plus (B) 100% of the aggregate net proceeds, including cash and the
         Fair Market Value (as determined in accordance with the next succeeding
         sentence) of property other than cash, received by the Company since
         the Closing Date from the issue or sale of Equity Interests of the
         Company (excluding Refunding Capital Stock (as defined below),
         Designated Preferred Stock, Excluded Contributions and Disqualified
         Stock), including Equity Interests issued upon conversion of
         Indebtedness or upon exercise of warrants or options (other than an
         issuance or sale to a Subsidiary of the Company or an employee stock
         ownership plan or trust established by the Company or any of its
         Subsidiaries), plus (C) 100% of the aggregate amount of contributions
         to the capital of the Company received in cash and the Fair Market
         Value (as determined in accordance with the next succeeding sentence)
         of property other than cash since the Closing Date (other than Excluded
         Contributions, Refunding Capital Stock, Designated Preferred Stock and
         Disqualified Stock), plus (D) 100% of the aggregate amount received in
         cash and the Fair Market Value (as determined in accordance with the
         next succeeding sentence) of property other than cash received from (x)
         the sale or other disposition (other than to the Company or a
         Restricted Subsidiary) of Restricted Investments made by the Company
         and its Restricted Subsidiaries and from repurchases and redemptions of
         such Restricted Investments from the Company and its Restricted
         Subsidiaries by any Person (other than the Company or any of its
         Subsidiaries) and from repayments of loans or advances which
         constituted Restricted Investments, (y) the sale (other than to the
         Company or a Subsidiary) of the Capital Stock of an Unrestricted
         Subsidiary or (z) a distribution or dividend from an Unrestricted
         Subsidiary, plus (E) in the event any Unrestricted Subsidiary has been
         redesignated as a Restricted Subsidiary or has been merged,
         consolidated or amalgamated with or into, or transfers or conveys its
         assets to, or is liquidated into, the Company or a Restricted
         Subsidiary, the Fair Market Value (as determined in good faith by the
         Board of Directors) of the Investment of the Company in such
         Unrestricted Subsidiary at the time of such redesignation, combination
         or transfer (or of the assets transferred or conveyed, as applicable),
         after deducting any Indebtedness associated with the Unrestricted
         Subsidiary so designated or combined or any Indebtedness associated
         with the assets so transferred or conveyed, not to exceed, in the case
         of any Unrestricted Subsidiary, the amount of Investments previously
         made by the Company or any Restricted Subsidiary in such Unrestricted
         Subsidiary, which amount was included in the calculation of the amount
         of Restricted Payments. The Fair Market Value of property other than
         cash covered by clauses (B), (C) and (D) above shall be determined in
         good faith by the Company and (x)

<PAGE>
                                                                              42

         in the event of property with a Fair Market Value in excess of
         $2,500,000, shall be set forth in an Officers' Certificate or (y) in
         the event of property with a Fair Market Value in excess of
         $10,000,000, shall be set forth in a resolution approved by at least a
         majority of the Board of Directors.

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

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

                  (ii)     (A) the repurchase, retirement or other acquisition
         of any Equity Interests ("Retired Capital Stock") or Subordinated
         Indebtedness of the Company in exchange for, or out of the proceeds of
         the substantially concurrent sale of, Equity Interests of the Company
         or contributions to the equity capital of the Company (other than any
         Disqualified Stock or any Equity Interests sold to a Subsidiary of the
         Company or to an employee stock ownership plan or any trust established
         by the Company or any of its Subsidiaries) (collectively, including any
         such contributions, "Refunding Capital Stock") and (B) the declaration
         and payment of accrued dividends on the Retired Capital Stock out of
         the proceeds of the substantially concurrent sale (other than to a
         Subsidiary of the Company or to an employee stock ownership plan or any
         trust established by the Company or any of its Subsidiaries) of
         Refunding Capital Stock;

                  (iii)    (A) the repurchase, retirement or other acquisition
         for value of Equity Interests of the Company held, directly or
         indirectly, by any future, present or former employee, director or
         consultant of the Company or any Subsidiary of the Company or any
         entity in which any of the foregoing has a beneficial or economic
         ownership interest pursuant to any management equity plan or stock
         option plan or any other management or employee benefit plan or
         agreement or any other agreement pursuant to which stock is held for
         the benefit of such persons or (B) the payment of any dividend or
         distribution to VSI Management Direct L.P., VSI Management II L.P., BCP
         Volume L.P. or BCP Offshore Volume L.P. or any entity in which any of
         the foregoing has a beneficial or economic ownership interest pursuant
         to any management equity plan or stock option plan or any other
         management or employee benefit or incentive plan or agreement or any
         other agreement pursuant to which stock is held for the benefit of such
         persons to effect the repurchase, retirement or other acquisition for
         value of their Equity Interests held, directly or indirectly, by any
         future, present or former employee, director or consultant of the
         Company or any Subsidiary of the Company or any entity in which any of
         the foregoing has a beneficial or economic ownership interest;
         provided, however, that the aggregate amounts paid under this clause
         (iii) do not exceed $4,000,000 in any calendar year (with unused
         amounts in any calendar year being permitted to be carried over for the
         two succeeding calendar years); provided further, however, that such
         amount in any calendar year may be increased by an amount not to exceed
         (A) the cash proceeds received by the Company or any of its Restricted
         Subsidiaries from the sale of Equity Interests of the Company (other
         than Disqualified Stock) to members of management, directors or
         consultants of the Company and its Restricted Subsidiaries or to VSI
         Management Direct L.P., BCP Volume L.P. and BCP Offshore Volume L.P.
         for the

<PAGE>
                                                                              43

         direct or indirect account of members of management, directors or
         consultants of the Company and its Restricted Subsidiaries that occurs
         after the Closing Date (any such cash proceeds that are utilized for
         any such repurchase, retirement, other acquisition or dividend,
         "Management Equity") (provided that the amount of such Management
         Equity will not increase the amount available for Restricted Payments
         under Section 4.04(a)(3)hereof) plus (B) the cash proceeds of key man
         life insurance policies received by the Company and its Restricted
         Subsidiaries after the Closing Date (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 single calendar year);

                  (iv)     the declaration and payment of dividends or
         distributions to holders of any class or series of Disqualified Stock
         of the Company or any of its Restricted Subsidiaries issued or incurred
         in accordance with Section 4.03 hereof;

                  (v)      the declaration and payment of dividends or
         distributions to holders of any class or series of Designated Preferred
         Stock issued after the Closing Date; provided, however, that (A) for
         the most recently ended four full fiscal quarters for which internal
         financial statements are available immediately preceding the date of
         issuance of such Designated Preferred Stock, after giving effect to
         such issuance (and the payment of dividends or distributions) on a pro
         forma basis, the Company would have had a Fixed Charge Coverage Ratio
         of at least 2.25 to 1.00 and (B) the aggregate amount of dividends
         declared and paid pursuant to this clause (v) does not exceed the net
         cash proceeds received by the Company from the sale of Designated
         Preferred Stock issued after the Closing Date;

                  (vi)     Investments in Unrestricted Subsidiaries having an
         aggregate Fair Market Value, taken together with all other Investments
         made pursuant to this clause (vi) that are at that time outstanding,
         not to exceed $35,000,000 (with the Fair Market Value of each
         Investment being measured at the time made and without giving effect to
         subsequent changes in value);

                  (vii)    the payment of dividends on the shares of the Common
         Stock up to an aggregate amount in any fiscal quarter not to exceed the
         Quarterly Base Dividend Level; provided, that the Company may not pay
         any dividends pursuant to this paragraph (vii) or paragraph (xii) below
         if interest on the Securities is being deferred or, after the end of
         any interest deferral period, so long as any deferred interest has not
         been paid in full;

                  (viii)   Investments that are made with Excluded
         Contributions;

                  (ix)     other Restricted Payments in an aggregate amount not
         to exceed $30,000,000;

                  (x)      repurchases of Equity Interests deemed to occur upon
         exercise of stock options if such Equity Interests represent a portion
         of the exercise price of such options;

                  (xi)     the repurchase of Common Stock on the Closing Date or
         on the closing date of the exercise of the over-allotment option under
         the Underwriting Agreement or

<PAGE>
                                                                              44

         the exchange of shares of Common Stock for Additional Securities
         pursuant to the Amended and Restated Stockholders Agreement; and

                  (xii)    other Restricted Payments in an aggregate amount not
         to exceed the Base Dividend Restricted Payments Basket;

         provided, however, that at the time of, and after giving effect to, any
         Restricted Payment permitted under clauses (iv), (v), (vi), (vii), (ix)
         and (xii), no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof; provided further,
         however, that for purposes of determining the aggregate amount expended
         for Restricted Payments in accordance with Section 4.04(a)(3) hereof,
         only the amounts expended under clauses (i), (iv), (v), (vii) and (xii)
         of this Section 4.04(b) shall be included.

                  Notwithstanding the foregoing, during any interest deferral
period in accordance with Section 4.01 hereof, the Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly, make
any Restricted Payment.

                  As of the Closing Date, all of the Company's Subsidiaries
shall be Restricted Subsidiaries. The Company shall not permit any Restricted
Subsidiary to become an Unrestricted Subsidiary except pursuant to the
definition of "Unrestricted Subsidiary." For purposes of designating any
Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments
by the Company and its Restricted Subsidiaries (except to the extent repaid) in
the Subsidiary so designated will be deemed to be Restricted Payments in an
amount determined as set forth in the last sentence of the definition of
"Investments." Such designation will only be permitted if a Restricted Payment
in such amount would be permitted at such time (whether pursuant to Section
4.04(a) hereof or under clause (vi), (viii) or (ix) of this Section 4.04(b)) and
if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

                  SECTION 4.05. Dividend and Other Payment Restrictions
Affecting Subsidiaries.The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or consensual
restriction on the ability of any Restricted Subsidiary to: (a) (i) pay
dividends or make any other distributions to the Company or any of its
Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any
other interest or participation in, or measured by, its profits, or (ii) pay any
Indebtedness owed to the Company or any of its Restricted Subsidiaries; (b) make
loans or advances to the Company or any of its Restricted Subsidiaries; or (c)
sell, lease or transfer any of its properties or assets to the Company or any of
its Restricted Subsidiaries except in each case for such encumbrances or
restrictions existing under or by reason of:

                  (1)      contractual encumbrances or restrictions in effect on
         the Closing Date, including pursuant to the Credit Agreement and the
         other Senior Credit Documents;

                  (2)      this Indenture and the Securities;

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

<PAGE>
                                                                              45

                  (4)      any agreement or other instrument relating to
         Indebtedness of a Person acquired by the Company or any Restricted
         Subsidiary which was in existence at the time of such acquisition (but
         not created in contemplation thereof or to provide all or any portion
         of the funds or credit support utilized to consummate 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;

                  (5)      any restriction with respect to a Restricted
         Subsidiary imposed pursuant to an agreement entered into for the sale
         or disposition of all or substantially all the Capital Stock or assets
         of such Restricted Subsidiary pending the closing of such sale or
         disposition;

                  (6)      Secured Indebtedness otherwise permitted to be
         Incurred pursuant to Sections 4.03 and 4.08 hereof that limit the right
         of the debtor to dispose of the assets securing such Indebtedness;

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

                  (8)      customary provisions in joint venture agreements and
         other similar agreements entered into in the ordinary course of
         business;

                  (9)      customary provisions contained in leases, agreements
         to provide services and other similar agreements entered into in the
         ordinary course of business that impose restrictions of the type
         described in clause (c) above;

                  (10)     other Indebtedness of Restricted Subsidiaries
         permitted to be Incurred subsequent to the Closing Date pursuant to
         clause (xii) of Section 4.03(b) hereof, or

                  (11)     any encumbrances or restrictions of the type referred
         to in clauses (a), (b) and (c) above 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 (10) above; provided
         that such amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings are, in the good
         faith judgment of the Board of Directors, no more restrictive with
         respect to such dividend and other payment restrictions than those
         contained in the dividend or other payment restrictions prior to such
         amendment, modification, restatement, renewal, increase, supplement,
         refunding, replacement or refinancing.

                  SECTION 4.06. Asset Sales.(a) The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale,
unless (x) the Company, or its Restricted Subsidiaries, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the Fair
Market Value (as determined in good faith by the Company) of the assets sold or
otherwise disposed of and (y) except in the case of a Permitted Asset Swap, at
least 75% of the consideration therefor received by the Company, or such
Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents;
provided that the amount of: (i) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most

<PAGE>
                                                                              46

recent balance sheet or in the notes thereto) of the Company or any Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the
Securities) that are assumed by the transferee of any such assets; (ii) any
notes or other obligations or other securities received by the Company or such
Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash within 180 days of the receipt thereof (to
the extent of the cash received); and (iii) any Designated Noncash Consideration
received by the Company or any of its Restricted Subsidiaries in such Asset Sale
having an aggregate Fair Market Value, taken together with all other Designated
Noncash Consideration received pursuant to this clause (iii) that is at that
time outstanding, not to exceed the greater of 7.5% of Total Assets or
$10,000,000 (with the Fair Market Value of each item of Designated Noncash
Consideration being measured at the time received and without giving effect to
subsequent changes in value) shall be deemed to be Cash Equivalents for the
purposes of this provision.

                  (b)      Within 365 days after the Company's or any Restricted
Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Company or such
Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its
option: (i) to permanently reduce Obligations under the Credit Agreement (and,
in the case of revolving Obligations, to correspondingly reduce commitments with
respect thereto) or other Senior Indebtedness or Pari Passu Indebtedness
(provided that if the Company shall so reduce Obligations under Pari Passu
Indebtedness, it will equally and ratably reduce Obligations under the
Securities by making an offer (in accordance with the procedures set forth below
for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to
100% of the principal amount thereof, plus accrued and unpaid interest, if any,
the pro rata principal amount of Securities) or Indebtedness of a Restricted
Subsidiary, in each case other than Indebtedness owed to the Company or an
Affiliate of the Company; (ii) to an investment in any one or more businesses,
capital expenditures or acquisitions of other assets in each case used or useful
in a Similar Business; and/or (iii) to make an investment in properties or
assets that replace the properties and assets that are the subject of such Asset
Sale. Pending the final application of any such Net Proceeds, the Company or
such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving
credit facility, if any, or otherwise invest such Net Proceeds in Cash
Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale
that are not applied as provided and within the time period set forth in the
first sentence of this paragraph shall be deemed to constitute "Excess
Proceeds". When the aggregate amount of Excess Proceeds exceeds $15,000,000, the
Company shall make an offer to all Holders of Securities (an "Asset Sale Offer")
to purchase the maximum principal amount of Securities 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, if any, to the
date fixed for the closing of such offer, in accordance with the procedures set
forth in this Section 4.06. The Company will commence an Asset Sale Offer with
respect to Excess Proceeds within ten Business Days after the date that Excess
Proceeds exceeds $15,000,000 by mailing the notice required pursuant to Section
4.06(c)(1). To the extent that the aggregate amount of Securities tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use any remaining Excess Proceeds for general corporate purposes. If the
aggregate principal amount of Securities surrendered by Holders thereof exceeds
the amount of Excess Proceeds, the Trustee shall select the Securities to be
purchased in the manner described in Section 4.06(c)(3). Upon completion of any
such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

<PAGE>
                                                                              47

                  (c)      (1) Promptly, and in any event within ten Business
Days after the Company becomes obligated to make an Asset Sale Offer, the
Company shall deliver to the Trustee and send, by first-class mail, postage
prepaid, to each Holder at such Holder's registered address, a written notice
stating that the Holder may elect to have such Holder's Securities purchased by
the Company either in whole or in part (subject to prorating as hereinafter
described in the event the Asset Sale Offer is oversubscribed), at the
applicable purchase price. The notice shall be mailed at least 30 but not more
than 60 days before the purchase date and shall contain such information
concerning the business of the Company which the Company in good faith believes
will enable such Holders to make an informed decision (which at a minimum shall
include (i) the most recently filed annual report on Form 10-K (or any successor
or comparable form) (including audited consolidated financial statements) of the
Company, the most recent subsequently filed quarterly report on Form 10-Q (or
any successor or comparable form) of the Company and any current report on Form
8-K (or any successor or comparable form) of the Company filed subsequent to
such quarterly report, other than current reports describing Asset Sales
otherwise described in the offering materials, (ii) a description of material
developments in the Company's business subsequent to the date of the latest of
such reports, and (iii) if material, appropriate pro forma financial
information) and all instructions and materials necessary to tender Securities
pursuant to the Asset Sale Offer, together with the address referred to in
Section 4.06(c)(3) below. If any Security is to be purchased in part only, any
notice of purchase that relates to such Security shall state the portion of the
principal amount thereof that has been or is to be purchased.

                  (2)      Not later than the date upon which written notice of
an Asset Sale Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officers' Certificate as to (i) the amount of
the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset
Sales pursuant to which such Asset Sale Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 4.06(b). On such
date, the Company shall also irrevocably deposit with the Trustee or with a
paying agent (or, if the Company is acting as its own paying agent, segregate
and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash
Equivalents and to be held for payment in accordance with the provisions of this
Section 4.06. Upon the expiration of the period for which the Offer remains open
(the "Offer Period"), the Company shall deliver to the Trustee for cancellation
the Securities or portions thereof that have been properly tendered to and are
to be accepted by the Company. The Trustee (or the Paying Agent, if not the
Trustee) shall, on the date of purchase, mail or deliver payment to each
tendering Holder in the amount of the purchase price. In the event that the
Excess Proceeds delivered by the Company to the Trustee is greater than the
purchase price of the Securities tendered, the Trustee shall deliver the excess
to the Company immediately after the expiration of the Offer Period for
application in accordance with Section 4.06(b) above.

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

<PAGE>
                                                                              48

Security purchased. If at the expiration of the Offer Period more Securities are
tendered pursuant to an Asset Sale Offer than the Company is required to
purchase, selection of such Securities for purchase shall be made by the Trustee
in compliance with the requirements of the principal national securities
exchange, if any, on which such Securities are listed, or if such Securities are
not so listed, on a pro rata basis, by lot or by such other method as the
Trustee shall deem fair and appropriate (and in such manner as complies with
applicable legal requirements). A new Security in principal amount equal to the
unpurchased portion of any Security purchased in part will be issued in the name
of the Holder thereof upon cancellation of the original Security. On and after
the purchase date unless the Company defaults in payment of the purchase price,
interest shall cease to accrue on Securities or portions thereof purchased.

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

                  SECTION 4.07. Transactions with Affiliates.(a) The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, 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 or series of
transactions, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate of the Company (each of the
foregoing, an "Affiliate Transaction") involving aggregate consideration in
excess of $2,500,000, unless: (i) such Affiliate Transaction is on terms that
are not materially less favorable to the Company or the relevant Restricted
Subsidiary than those that could have been obtained in a comparable transaction
by the Company or such Restricted Subsidiary with an unrelated Person and (ii)
with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $10,000,000, the
Company delivers to the Trustee a resolution adopted by the majority of the
Board of Directors of the Company, approving such Affiliate Transaction and set
forth in an Officers' Certificate certifying that such Affiliate Transaction
complies with clause (i) above.

                  (b)      The provisions of Section 4.07(a) shall not apply to
the following: (i) transactions between or among the Company and/or any of its
Restricted Subsidiaries; (ii) Permitted Investments and Restricted Payments
permitted by Section 4.04; (iii) the payment of reasonable and customary fees
paid to, and indemnity provided on behalf of, officers, directors, employees or
consultants of the Company or any Restricted Subsidiary; (iv) 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 (i) Section
4.07(a) hereof; (v) payments or loans to employees or consultants in the
ordinary course of business which are approved by a majority of the Board of
Directors of the Company in good faith; (vi) any agreement as in effect as of
the Closing Date or any amendment thereto (so long as any such amendment is not
disadvantageous to the holders of the Securities in any material respect) or any
transaction contemplated thereby; (vii) the existence of, or the

<PAGE>
                                                                              49

performance by the Company or any of its Restricted Subsidiaries of its
obligations under the terms of, any stockholders agreement (including any
registration rights agreement or purchase agreement related thereto) to which it
is a party as of the Closing Date and any similar agreements which it may enter
into thereafter; provided, however, that the existence of, or the performance by
the Company or any of its Restricted Subsidiaries of its obligations under any
future amendment to any such existing agreement or under any similar agreement
entered into after the Closing Date shall only be permitted by this clause (vii)
to the extent that the terms of any such amendment or new agreement are not
otherwise disadvantageous to the Holders of the Securities in any material
respect; (viii) 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, which are fair to
the Company and its Restricted Subsidiaries in the reasonable determination of
the Board of Directors or the senior management of the Company, or are on terms
at least as favorable as might reasonably have been obtained at such time from
an unaffiliated party; and (ix) the issuance of Capital Stock (other than
Disqualified Stock) of the Company or IDSs in respect of the Company's
securities (including such securities represented thereby) or Additional
Securities or other Pari Passu Indebtedness evidenced by a different series of
securities or shares of Capital Stock to any Permitted Holder.

                  SECTION 4.08. Liens.This Company shall not, and shall not
permit any of its Restricted Subsidiaries to, directly or indirectly, create,
Incur or suffer to exist any Lien on any asset or property of the Company or
such Restricted Subsidiary, or any income or profits therefrom, or assign or
convey any right to receive income therefrom, that secures any obligations of
the Company or any of its Subsidiaries (other than Senior Indebtedness) unless
the Securities are equally and ratably secured with (or on a senior basis to, in
the case of obligations subordinated in right of payment to the Securities) the
obligations so secured or until such time as such obligations are no longer
secured by a Lien. The preceding sentence shall not require the Company or any
Restricted Subsidiary to secure the Securities if the Lien consists of a
Permitted Lien.

                  No Guarantor shall directly or indirectly create, Incur or
suffer to exist any Lien on any asset or property of such Guarantor or any
income or profits therefrom, or assign or convey any right to receive income
therefrom, that secures any obligation of such Guarantor (other than Senior
Indebtedness of such Guarantor) unless the Guarantee of such Guarantor is
equally and ratably secured with (or on a senior basis to, in the case of
obligations subordinated on right of payment to such Guarantor's Guarantee) the
obligations so secured or until such time as such obligations are no longer
secured by a Lien. The preceding sentence shall not require any Guarantor to
secure its Guarantee if the Lien consists of a Permitted Lien.

                  SECTION 4.09. Change of Control.(a) Upon a Change of Control,
each Holder shall have the right to require that the Company repurchase all or
any part of such Holder's Securities at a purchase price in cash equal to 101%
of the principal amount thereof, plus accrued and unpaid interest, if any, to
the date of repurchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), in accordance with the terms contemplated in Section 4.09(b); provided,
however, that notwithstanding the occurrence of a Change of Control, the Company
shall not be obligated to purchase such Holder's Securities pursuant to this
Section 4.09 in the event that it has exercised

<PAGE>
                                                                              50

its right to redeem all the Securities pursuant to paragraph 5 of the
Securities. In the event that at the time of such Change of Control the terms of
the Senior Lender Indebtedness restrict or prohibit the repurchase of Securities
pursuant to this Section 4.09, then prior to the mailing of the notice to
Holders provided for in Section 4.09(b) below but in any event within 30 days
following any Change of Control, the Company shall (i) repay in full all Senior
Lender Indebtedness or offer to repay in full all Senior Lender Indebtedness and
repay the Senior Lender Indebtedness of each lender who has accepted such offer
or (ii) obtain the requisite consent under the agreements governing the Senior
Lender Indebtedness to permit the repurchase of the Securities as provided for
in Section 4.09(b).

                  (b)      Within 30 days following any Change of Control
(except as provided in Section 4.09(a)), the Company shall mail a notice to each
Holder with a copy to the Trustee (the "Change of Control Offer") stating:

                  (1)      that a Change of Control has occurred and that such
Holder has the right to require the Company to purchase such Holder's Securities
at a purchase price in cash equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date);

                  (2)      the circumstances and relevant facts and financial
information regarding such Change of Control;

                  (3)      whether the agreements then governing the Senior
Lender Indebtedness will permit the repurchase of the Securities;

                  (4)      the repurchase date (which shall be no earlier than
30 days nor later than 60 days from the date such notice is mailed); and

                  (5)      the instructions determined by the Company,
consistent with this Section 4.09, that a Holder must follow in order to have
its Securities purchased.

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

                  (d)      On the purchase date, all Securities purchased by the
Company under this Section 4.09 shall be delivered to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

                  (e)      Notwithstanding the foregoing provisions of this
Section 4.09, the Company shall not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in

<PAGE>
                                                                              51

compliance with the requirements set forth in Section 4.09(b) applicable to a
Change of Control Offer made by the Company and purchases all Securities validly
tendered and not withdrawn under such Change of Control Offer.

                  (f)      The Company shall comply, to the extent applicable,
with the requirements of Section 14(e) of the Exchange Act and the Canadian
equivalent and any other securities laws or regulations in connection with the
repurchase of Securities pursuant to this Section 4.09. To the extent that the
provisions of any securities laws or regulations conflict with Provisions of
this Section 4.09, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.09 by virtue thereof.

                  SECTION 4.10. Compliance Certificate.The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year of the Company
commencing with the fiscal year ending on December 30, 2003, an Officers'
Certificate stating that in the course of the performance by the signers of
their duties as officers of the Company they would normally have knowledge of
any Default and whether or not the signers know of any Default that occurred
during such period. If they do, the certificate shall describe the Default, its
status and what action the Company is taking or proposes to take with respect
thereto. The Company also shall comply with Section 314(a)(4) of the TIA.

                  SECTION 4.11. Further Instruments and Acts.Upon request of the
Trustee or as otherwise necessary, the Company shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

                  SECTION 4.12. Future Guarantors.The Company shall cause each
Restricted Subsidiary organized under the laws of the United States of America
or any state or territory thereof that Incurs Indebtedness or issues shares of
Disqualified Stock or Preferred Stock to execute and deliver to the Trustee a
supplemental indenture in the form of Exhibit B hereto pursuant to which such
Subsidiary shall guarantee payment of the Securities.

                  SECTION 4.13. Listing of Common Stock.Within 30 days prior to
the maturity of the Securities, the Company shall use its reasonable efforts to
list or quote the outstanding shares of its Common Stock on the securities
exchange(s) or automated securities quotation system(s), if any, on which the
IDSs will then be listed or quoted, in addition to any other securities exchange
on which the Common Stock is then listed.

                  SECTION 4.14. Subsequent Issuance.(a) Upon the issuance by the
Company of Additional Securities, if the Company determines that such Additional
Securities should be assigned a different CUSIP number than the Original
Securities, immediately following such issuance, a portion of each holder's
Original Securities and/or Additional Securities, as applicable, will
automatically, without any action by such holder, be exchanged (the "Automatic
Exchange") for a portion of each other holder's Securities, such that
immediately after the Automatic Exchange, each holder will hold Original
Securities and Additional Securities in the same proportion as the ratio of the
then outstanding aggregate principal amount of Original Securities to the then
outstanding aggregate principal amount of

<PAGE>
                                                                              52

Additional Securities. The aggregate principal amount of Securities owned by
each holder will not change as a result of the Automatic Exchange. Immediately
following the Automatic Exchange, the Company and the Trustee will instruct the
Depositary to facilitate the combination of the Original Securities and
Additional Securities into indivisible units ("Unit Securities") and thereafter
the term Original Securities shall be deemed, for the purposes of this Section
4.14, to include the Unit Securities.

                  (b)      At least ten (10) business days prior to the closing
of a subsequent issuance that is likely to result in an Automatic Exchange, the
Company shall notify the Trustee, in writing of its intention to consummate such
subsequent issuance and shall instruct the Trustee and DTC to take any action
necessary to effect the Automatic Exchange. Such notice may be revoked at any
time prior to the date fixed for the Automatic Exchange.

                  SECTION 4.15. Formation of IDSs; Ratio of Common Stock to
Securities.

                  (a)      So long as any Securities are outstanding, any Holder
of Securities and Common Stock may, at any time after 90 days from the Closing
Date and from time to time, through such Holder's broker or other financial
institution, combine the applicable number of shares of Common Stock and
principal amount of Securities to form IDSs.

                  (b)      In the event of any stock split, recombination or
reclassification of Common Stock, the ratio of Common Stock to principal amount
of Securities represented by an IDS is subject to change. Immediately following
the occurrence of any such event, the Company shall file with the SEC a Current
Report on Form 8-K or any other applicable form, disclosing the changes in the
ratio of common stock to principal amount of subordinated notes as a result of
such event.

                                   ARTICLE 5

                                SUCCESSOR COMPANY

                  SECTION 5.01. Merger, Consolidation or Sale of All or
Substantially All Assets.(a) The Company shall not consolidate or merge with or
into or wind up into (whether or not the Company is the surviving corporation),
or sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of its properties or assets in one or more related
transactions, to any Person unless:

                  (i)      the Company is the surviving corporation or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition will have been made is a corporation, partnership or limited
liability company organized or existing under the laws of the United States, any
state thereof, the District of Columbia, or any territory thereof (the Company
or such Person, as the case may be, being herein called the "Successor
Company");

                  (ii)     the Successor Company (if other than the Company)
expressly assumes all the obligations of the Company under this Indenture and
the Securities pursuant to a

<PAGE>
                                                                              53

supplemental indenture or other documents or instruments in form reasonably
satisfactory to the Trustee;

                  (iii)    immediately after giving effect to such transaction
(and treating any Indebtedness which becomes an obligation of the Successor
Company or any of its Restricted Subsidiaries as a result of such transaction as
having been Incurred by the Successor Company or such Restricted Subsidiary at
the time of such transaction) no Default or Event of Default shall have occurred
and be continuing;

                  (iv)     immediately after giving pro forma effect to such
transaction, as if such transaction had occurred at the beginning of the
applicable four-quarter period, either (A) the Successor Company would be
permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section
4.03 (a) hereof or (B) the Fixed Charge Coverage Ratio for the Successor Company
and its Restricted Subsidiaries would be greater than such ratio for the Company
and its Restricted Subsidiaries immediately prior to such transaction;

                  (v)      each Guarantor, unless it is the other party to the
transactions described above, shall have by supplemental indenture confirmed
that its Guarantee shall apply to the Successor Company's obligations under this
Indenture and the Securities; and

                  (vi)     the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any)
comply with this Indenture.

                  The Successor Company shall succeed to, and be substituted
for, the Company under this Indenture and the Securities. Notwithstanding the
foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate
with, merge into or transfer all or part of its properties and assets to the
Company or to another Restricted Subsidiary and (b) the Company may merge with
an Affiliate incorporated solely for the purpose of reincorporating the Company
in another state of the United States so long as the amount of Indebtedness of
the Company and its Restricted Subsidiaries is not increased thereby.

                  (b)      Subject to Section 11.02(b) hereof governing the
release of a Guarantee upon the sale or disposition of a Guarantor that is a
Subsidiary of the Company, each Guarantor shall not, and the Company shall not
permit a Guarantor to, consolidate or merge with or into or wind up into
(whether or not such Guarantor is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions to, any Person unless:

                  (i)      such Guarantor is the surviving corporation or the
         Person formed by or surviving any such consolidation or merger (if
         other than such Guarantor) or to which such sale, assignment, transfer,
         lease, conveyance or other disposition will have been made is a
         corporation, partnership or limited liability company organized or
         existing under the laws of the United States, any state thereof, the
         District of Columbia, or any territory thereof (such Guarantor or such
         Person, as the case may be, being herein called the "Successor
         Guarantor");

<PAGE>
                                                                              54

                  (ii)     the Successor Guarantor (if other than such
         Guarantor) expressly assumes all the obligations of such Guarantor
         under this Indenture and such Guarantor's Guarantee pursuant to a
         supplemental indenture or other documents or instruments in form
         reasonably satisfactory to the Trustee;

                  (iii)    immediately after giving effect to such transaction
         (and treating any Indebtedness which becomes an obligation of the
         Successor Guarantor or any of its Subsidiaries as a result of such
         transaction as having been Incurred by the Successor Guarantor or such
         Subsidiary at the time of such transaction) no Default or Event of
         Default shall have occurred and be continuing; and

                  (iv)     the Guarantor shall have delivered or caused to be
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that such consolidation, merger or transfer and
         such supplemental indenture (if any) comply with this Indenture.

                  Subject to Section 11.02(b), the Successor Guarantor shall
succeed to, and be substituted for, such Guarantor under this Indenture and such
Guarantor's Guarantee. Notwithstanding the foregoing clause (iii), a Guarantor
may merge with an Affiliate incorporated solely for the purpose of
reincorporating such Guarantor in another state of the United States so long as
the amount of Indebtedness of the Guarantor is not increased thereby.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

                  SECTION 6.01. Events of Default.An "Event of Default" occurs
if:

                  (1)      the Company defaults in any payment of interest on
         any Security when the same becomes due and payable, whether or not such
         payment shall be prohibited by Article 10, and such default continues
         for a period of 30 days, subject to the interest deferral provision
         contained in Section 4.01 hereof; provided, however, that a default in
         any payment of interest on the Securities required to be made on (x)
         December 18, 2008, and (y) any interest payment date after December 19,
         2008, at a time when interest deferral would be prohibited under this
         Indenture shall immediately constitute an Event of Default (without
         regard to the length of time for which such default continues);

                  (2)      the Company defaults in the payment of the principal
         or premium, if any, of any Security when the same becomes due and
         payable at its Stated Maturity, upon optional redemption, upon required
         repurchase, upon declaration or otherwise, whether or not such payment
         shall be prohibited by Article 10;

                  (3)      the Company fails to comply with Section 5.01 hereof;

                  (4)      the Company fails to comply with Section 4.02, 4.03,
         4.04, 4.05, 4.06, 4.07, 4.08, 4.09 or 4.12 (other than a failure to
         purchase Securities when required under Section 4.06 or 4.09) and such
         failure continues for 30 days after the notice specified below;

<PAGE>
                                                                              55

                  (5)      the Company fails to comply with any of its
         agreements in the Securities or this Indenture (other than those
         referred to in (1), (2), (3) or (4) above) and such failure continues
         for 60 days after the notice specified below;

                  (6)      Indebtedness of the Company or any Subsidiary (other
         than Indebtedness owing to the Company or a Restricted Subsidiary) is
         not paid within any applicable grace period after final maturity or the
         acceleration by the holders thereof because of a default and the total
         amount of such Indebtedness unpaid or accelerated exceeds $15,000,000
         or its foreign currency equivalent;

                  (7)      the Company or any Significant Subsidiary pursuant to
         or within the meaning of any 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 any substantial part of its
                                    property; or

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

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

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

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

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

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

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

                  (9)      any judgment or decree for the payment of money
         (other than judgments which are covered by enforceable insurance
         policies issued by solvent carriers) in excess of $15,000,000 or its
         foreign currency equivalent against the Company or a Significant
         Subsidiary and either (A) an enforcement proceeding thereon has been
         commenced and has not been discharged or stayed within 60 days
         thereafter or (B) there is a period of 60 days following the entry of
         such judgment or decree during which such judgment or decree is not
         discharged, waived or the execution thereof stayed; or

<PAGE>
                                                                              56

                  (10)     any Guarantee ceases to be in full force and effect
         (except as contemplated by the terms thereof) or any Guarantor or
         Person acting by or on behalf of such Guarantor denies or disaffirms
         its obligations under this Indenture or any Guarantee and such Default
         continues for 10 days.

                  The foregoing shall constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  A Default under clause (4) or (5) above is not an Event of
Default until the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities notify the Company of the Default and the Company
does not cure such Default within the time specified in clause (4) or (5), as
the case may be, after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

                  The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default under clause (3), (6) or (10) and any event which with
the giving of notice or the lapse of time would become an Event of Default under
clause (4), (5) or (9), its status and what action the Company is taking or
proposes to take with respect thereto.

                  SECTION 6.02. Acceleration.Subject to Acceleration
Forebearance Periods during which the principal amount of the Securities will
not be due and payable by the Company or any Guarantor, if an Event of Default
(other than an Event of Default specified in Section 6.01(7) or (8) with respect
to the Company) occurs and is continuing, the Trustee by notice to the Company,
or the Holders of at least 25% in principal amount of the outstanding Securities
by notice to the Company, may declare the principal of, premium, if any, and
accrued but unpaid interest on all the Securities to be due and payable. Upon
such a declaration, such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 6.01(7) or (8) with
respect to the Company occurs, the principal of, premium, if any, and interest
on all the Securities shall ipso facto become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in principal amount of the Securities
by notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

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

                  The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the proceeding.
A delay or omission by the

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                                                                              57

Trustee or any Securityholder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

                  SECTION 6.04. Waiver of Past Defaults.The Holders of a
majority in principal amount of the outstanding Securities affected by notice to
the Trustee may on behalf of the Holders of all such Securities waive an
existing Default or an Event of Default and its consequences except (i) a
continuing Default or an Event of Default in the payment of the principal of or
interest on a Security, (ii) a Default or an Event of Default arising from the
failure to redeem or purchase any Security when required pursuant to the terms
of this Indenture or (iii) a Default or an Event of Default in respect of a
provision that under Section 9.02 cannot be amended without the consent of each
Securityholder affected. In the event of any Event of Default specified in
Section 6.01(4), such Event of Default and all consequences thereof (including
without limitation any acceleration or resulting payment default) shall be
annulled, waived and rescinded, automatically and without any action by the
Trustee or the Holders, if within 20 days after such Event of Default arose (x)
the Indebtedness or guarantee that is the basis for such Event of Default has
been discharged, or (y) the holders thereof have rescinded or waived the
acceleration, notice or action (as the case may be) giving rise to such Event of
Default, or (z) if the default that is the basis for such Event of Default has
been cured. When a Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right.

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

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

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

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

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

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                                                                              58

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

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

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

                  SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in the Securities, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

                  SECTION 6.08. Collection Suit by Trustee.If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.

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

                  SECTION 6.10. Priorities.If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: to holders of Senior Indebtedness of the Company to
         the extent required by Article 10;

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

                  FOURTH: to the Company or any other obligor on the Securities
         or as a court of competent jurisdiction shall direct in writing.

<PAGE>
                                                                              59

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

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

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

                                    ARTICLE 7

                                     Trustee

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

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

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

                  (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, in the case of certificates or opinions
         specifically required by any provision hereof to be furnished to it,
         the Trustee shall examine the certificates and opinions to determine
         whether or not they conform to the requirements of this Indenture.

<PAGE>
                                                                              60

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

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

                  (2)      the Trustee shall not be liable for any error of
         judgment made in good faith by a Trust Officer unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; 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)      Every provision of this Indenture that in any way
relates to the Trustee is subject to paragraphs (a), (b) and (c) of this
Section.

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

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

                  (g)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

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

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

                  (c)      The Trustee may act through 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 which it believes to be authorized or
within its rights or powers; provided, however, that the Trustee's conduct does
not constitute willful misconduct or negligence.

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                                                                              61

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

                  (f)      The Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other paper or document unless requested in
writing to do so by the Holders of not less than a majority in principal amount
of the Securities at the time outstanding, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the expense of the Company
and shall incur no liability of any kind by reason of such inquiry or
investigation.

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

                  (h)      The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture.

                  (i)      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 each agent, custodian and other Person employed
to act hereunder.

                  (j)      The Trustee may request that the Company deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

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

                  SECTION 7.04. Trustee's Disclaimer.The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities,

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                                                                              62

it shall not be accountable for the Company's use of the proceeds from the
Securities, and it shall not be responsible for any statement of the Company in
this Indenture or in any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee's certificate of
authentication.

                  SECTION 7.05. Notice of Defaults.If a Default occurs and is
continuing and is actually known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default within the earlier of 90 days after it
occurs or 30 days after it is actually known to a Trust Officer or written
notice of it is received by the Trustee. Except in the case of a Default in
payment of principal of, premium (if any) or interest on any Security, the
Trustee may withhold notice if and so long as a committee of its Trust Officers
in good faith determines that withholding notice is in the interests of
Securityholders.

                  SECTION 7.06. Reports by Trustee to Holders.As promptly as
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Securityholder a brief report dated as of July 15 that
complies with Section 313(a) of the TIA. The Trustee shall also comply with
Section 313(b) of the TIA.

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

                  SECTION 7.07. Compensation and Indemnity.The Company shall pay
to the Trustee from time to time reasonable compensation for its services. 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 upon
request for all reasonable out-of-pocket expenses incurred or made by it in
accordance with the provisions of this Indenture, including costs of collection,
in addition to the compensation for its services, except for any such expenses
as may be attributable to its negligence or willful misconduct. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and experts. The Company
and each Guarantor, jointly and severally, shall indemnify the Trustee against
any and all loss, liability, claim, damage or expense (including reasonable
attorneys' fees and expenses) incurred by or in connection with the
administration of this trust and the performance of its duties hereunder. The
Trustee shall notify the Company of any claim for which it may seek indemnity
promptly upon obtaining actual knowledge thereof; provided, however, that any
failure so to notify the Company shall not relieve the Company or any Guarantor
of its indemnity obligations hereunder. The Company shall defend the claim and
the indemnified party shall provide reasonable cooperation at the Company's
expense in the defense of such claim. Such indemnified parties may together have
one counsel at any time and the Company and the Guarantors, as applicable shall
pay the fees and expenses of such counsel; provided, however, that the Company
shall not be required to pay such fees and expenses if it assumes such
indemnified parties' defense and, in such indemnified parties' reasonable
judgment, there is no conflict of interest between the Company and the
Guarantors, as applicable, and such parties in connection with such defense. The
Company need not reimburse

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                                                                              63

any expense or indemnify against any loss, liability, claim, damage or expense
incurred by an indemnified party through such party's own negligence or willful
misconduct.

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

                  The Company's payment obligations pursuant to this Section
shall survive the satisfaction or discharge of this Indenture, any rejection or
termination of this Indenture under any Bankruptcy Law or the resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 6.01(7) or (8) with respect to the Company, the
expenses are intended to constitute expenses of administration under the
Bankruptcy Law.

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

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

                  (2)      the Trustee is adjudged bankrupt or insolvent;

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

                  (4)      the Trustee otherwise becomes incapable of acting.

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

                  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 Securityholders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.07.

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

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                                                                              64

                  If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

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

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

                  In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have.

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

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

                                   ARTICLE 8

                        DISCHARGE OF INDENTURE DEFEASANCE

                  SECTION 8.01. Discharge of Liability on Securities;
Defeasance.(a) When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.09 or paid or
Securities for which payment money has heretofore been deposited in trust
pursuant to this Article 8) for cancellation or (ii) all outstanding Securities
not theretofore delivered for cancellation have become due and payable, whether
at maturity or as a result of the mailing of a notice of redemption pursuant to
Article 3 hereof or will become due and payable within one year or are to be
called for redemption within one year under arrangements satisfactory to the
Trustee for the giving of notice in the name and at the expense

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                                                                              65

of the Company, and the Company or any Guarantor irrevocably deposits or causes
to be deposited with the Trustee funds or U.S. Government Obligations on which
payment of principal and interest when due will be sufficient to pay at maturity
or upon redemption all outstanding Securities, including interest thereon to
maturity or such redemption date (other than Securities replaced pursuant to
Section 2.09), and if in either case the Company pays all other sums payable
hereunder by the Company, then this Indenture shall, subject to Section 8.01(c),
cease to be of further effect. The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the
Company.

                  (b)      Subject to Sections 8.01(c) and 8.02, the Company at
any time may terminate (i) all of its obligations under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the
operation of Section 5.01(a)(iv), 6.01(4), 6.01(6), 6.01(7) (with respect to
Subsidiaries of the Company only), 6.01(8) (with respect to Subsidiaries of the
Company only) and 6.01(9) ("covenant defeasance option"). The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option. In the event that the Company terminates all of its
obligations under the Securities and this Indenture by exercising its legal
defeasance option, or if the Company exercises its covenant defeasance option,
the obligations under the Guarantees shall each be terminated simultaneously
with the termination of such obligations.

                  If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Section 6.01(4),
6.01(6), 6.01(7) (with respect to Significant Subsidiaries of the Company only),
6.01(8) (with respect to Significant Subsidiaries of the Company only) or
6.01(9) or because of the failure of the Company to comply with clause (iv) of
Section 5.01(a).

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

                  (c)      Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, ,2.10,
7.07, 7.08 and in this Article 8 shall survive until the Securities have been
paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and
8.05 shall survive such satisfaction and discharge.

                  SECTION 8.02. Conditions to Defeasance.The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

                  (1)      the Company irrevocably deposits in trust with the
         Trustee money or U.S. Government Obligations for the payment of
         principal, premium (if any) and interest on the Securities to maturity
         or redemption, as the case may be;

                  (2)      the Company delivers to the Trustee a certificate
         from a nationally recognized firm of independent accountants expressing
         their opinion that the payments of

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                                                                              66

         principal and interest when due and without reinvestment on the
         deposited U.S. Government Obligations plus any deposited money without
         investment will provide cash at such times and in such amounts as will
         be sufficient to pay principal and interest when due on all the
         Securities to maturity or redemption, as the case may be;

                  (3)      123 days pass after the deposit is made and during
         the 123-day period no Default specified in Section 6.01(7) or (8) with
         respect to the Company occurs which is continuing at the end of the
         period;

                  (4)      the deposit does not constitute a default under any
         other material agreement binding on the Company and is not prohibited
         by Article 10;

                  (5)      the Company delivers to the Trustee an Opinion of
         Counsel to the effect that the trust resulting from the deposit does
         not constitute, or is qualified as, a regulated investment company
         under the Investment Company Act of 1940 (or the Canadian equivalent);

                  (6)      in the case of the legal defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         stating that, subject to customary assumptions and exclusions, (i) the
         Company has received from, or there has been published by, the Internal
         Revenue Service or Canadian Customs and Revenue Agency a ruling, or
         (ii) 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, subject
         to customary assumptions and exclusions, the Securityholders will not
         recognize income, gain or loss for U.S. or Canadian federal income tax
         purposes as a result of such defeasance and will be subject to U.S. or
         Canadian federal income tax on the same amounts, in the same manner and
         at the same times as would have been the case if such defeasance had
         not occurred;

                  (7)      in the case of the covenant defeasance option, the
         Company shall have delivered to the Trustee an Opinion of Counsel to
         the effect that, subject to customary assumptions and exclusions, the
         Securityholders will not recognize income, gain or loss for U.S. or
         Canadian federal income tax purposes as a result of such covenant
         defeasance and will be subject to U.S. or Canadian 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; and

                  (8)      the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel (which Opinion of Counsel may be
         subject to customary assumptions and exclusions), each stating that all
         conditions precedent to the defeasance and discharge of the Securities
         as contemplated by this Article 8 have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

                  SECTION 8.03. Application of Trust Money.The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant to
this Article 8. It shall apply the deposited money and the money from U.S.
Government Obligations through the

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                                                                              67

Paying Agent and in accordance with this Indenture to the payment of principal
of and interest on the Securities. Money and securities so held in trust are not
subject to Article 10.

                  SECTION 8.04. Repayment to Company.The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

                  Subject to any applicable abandoned property law, the Trustee
and the Paying Agent shall pay to the Company upon written request any money
held by them for the payment of principal or interest that remains unclaimed for
two years, and, thereafter, Securityholders entitled to the money must look to
the Company for payment as general creditors.

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

                  SECTION 8.06. Reinstatement.If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; provided, however, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01. Without Consent of Holders.The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Securityholder:

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

                  (2)      to comply with Article 5;

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

                  (4)      to make any change in Article 10 or Article 12 that
                           would limit or terminate the benefits available to
                           any holder of Senior Indebtedness (or Representatives
                           therefor) under Article 10 or Article 12;

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                                                                              68

                  (5)      to add additional Guarantees with respect to the
         Securities or to secure the Securities;

                  (6)      to add to the covenants of the Company for the
         benefit of the Holders or to surrender any right or power herein
         conferred upon the Company;

                  (7)      to comply with any requirement of the SEC or Canadian
         securities regulatory authorities in connection with qualifying, or
         maintaining the qualification of, this Indenture under the TIA;

                  (8)      to make any change that does not adversely affect the
         rights of any Securityholder; or

                  (9)      to provide for the issuance of the Additional
         Securities, which shall have terms identical to the Original Securities
         (except for any variation in issue price, issuance date and interest
         payable as a result of such dates), and which shall be treated,
         together with any outstanding Original Securities, as a single issue of
         securities, including the entering into of one or more indentures
         supplemental hereto for this purpose.

                  An amendment under this Section may not make any change that
adversely affects the rights under Article 10 or Article 12 of any holder of
Senior Indebtedness then outstanding unless the holders of such Senior
Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

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

                  SECTION 9.02. With Consent of Holders.The Company, the
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities then outstanding and
affected by such amendment (including consents obtained in connection with a
tender offer or exchange for the Securities), and any existing Default (subject
to Article 6) or compliance with any provision of this Indenture or the
Securities may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities affected (including consents
obtained in connection with a purchase of or tender offer or exchange offer for
Securities). However, without the consent of each Securityholder of the
Securities affected, an amendment or waiver may not:

                  (1)      reduce the amount of Securities whose Holders must
         consent to an amendment;

                  (2)      reduce the rate of or extend the time for payment of
         interest on any Security;

                  (3)      reduce the principal of or extend the Stated Maturity
         of any Security;

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                                                                              69

                  (4)      reduce the premium payable upon the redemption of any
         Security or change the time at which any Security may be redeemed in
         accordance with Article 3;

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

                  (6)      make any change in Article 10 or Article 12 that
         adversely affects the rights of any Securityholder under Article 10 or
         Article 12;

                  (7)      make any change in Section 6.04 or 6.07 or the second
         sentence of this Section 9.02; or

                  (8)      modify the Guarantees in any manner adverse to the
         Holders; or

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

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

                  An amendment or waiver under this Section 9.02 may not make
any change that adversely affects the rights under Article 10 or Article 12 of
any holder of Senior Indebtedness then outstanding unless the holders of such
Senior Indebtedness (or any group or representative thereof authorized to give a
consent) consent to such change.

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

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

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

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                                                                              70

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid or
effective for more than 120 days after such record date.

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

                  SECTION 9.06. Trustee To Sign Amendments.The Trustee shall
sign any amendment authorized pursuant to this Article 9 if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and shall be provided with and (subject to Section 7.01)
shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture and that such amendment is the legal, valid and binding
obligation of the Company and the Guarantors enforceable against them in
accordance with its terms, subject to customary exceptions, and complies with
the provisions hereof (including Section 9.03).

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

                                   ARTICLE 10

                                  SUBORDINATION

                  SECTION 10.01. Agreement To Subordinate.The Company agrees,
and each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article 10, to the prior payment in full of
all existing and future Senior Indebtedness of the Company and that the
subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness. The Securities shall in all respects rank pari passu in
right of payment with all existing and future Pari Passu Indebtedness of the
Company and shall rank senior in right of

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                                                                              71

payment to all existing and future Subordinated Indebtedness of the Company; and
only Indebtedness of the Company that is Senior Indebtedness of the Company
shall rank senior to the Securities in accordance with the provisions set forth
herein. All provisions of this Article 10 shall be subject to Section 10.12.

                  SECTION 10.02. Liquidation, Dissolution, Bankruptcy.Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or dissolution of the Company or reorganization of or
similar proceeding relating to the Company or its property, the holders of
Senior Indebtedness of the Company shall be entitled to receive payment in full
of the Senior Indebtedness of the Company before the Securityholders are
entitled to receive any payment and until the Senior Indebtedness is paid in
full, any payment or distribution to which Securityholders would be entitled but
for this Article 10 shall be made to holders of the Senior Indebtedness of the
Company as their interests may appear (except that Securityholders may receive
and retain (i) Permitted Junior Securities and (ii) payments made from the trust
described under Section 8.01 so long as, on the date or dates the respective
amounts were paid into the trust, such payments were made with respect to the
Securities without violating this Article 10). If a distribution is made to
Securityholders that due to this Article 10 should not have been made to them,
such Securityholders are required to hold it in trust for the holders of Senior
Indebtedness and pay it over to them as their interests may appear.

                  SECTION 10.03. Default on Senior Indebtedness.(a) The Company
may not pay the principal of, premium (if any) or interest on, the Securities or
make any deposit pursuant to Section 8.01 and may not otherwise purchase, redeem
or otherwise retire any Securities (except that Holders may receive and retain
(a) Permitted Junior Securities and (b) payments made from the trust described
in Section 8.01) (collectively, "pay the Securities") if (i) a default in the
payment of the principal of, premium, if any, or interest on any Designated
Senior Indebtedness of the Company occurs and is continuing or any other amount
owing in respect of any Designated Senior Indebtedness of the Company is not
paid when due, or (ii) any other default on Designated Senior Indebtedness of
the Company occurs and the maturity of such Designated Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (x) the default
has been cured or waived and any such acceleration has been rescinded or (y)
such Designated Senior Indebtedness has been paid in full. However, the Company
may pay the Securities without regard to the foregoing if the Company and the
Trustee receive written notice approving such payment from the Representative of
such Designated Senior Indebtedness with respect to which either of the events
set forth in clause (i) or (ii) of the immediately preceding sentence has
occurred and is continuing. During the continuance of any default (other than a
default described in clause (i) or (ii) of the second preceding sentence) with
respect to any Designated Senior Indebtedness of the Company pursuant to which
the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace periods, the Company may not pay the
Securities for a period (a "Payment Blockage Period") commencing upon the
receipt by the Trustee (with a copy to the Company) of written notice (a
"Blockage Notice") of such default from the Representative of such Designated
Senior Indebtedness specifying an election to effect a Payment Blockage Period
and ending 179 days thereafter (or earlier if such Payment Blockage Period is
terminated (i) by written notice to the Trustee and the Company from the Person
or Persons who gave such Blockage Notice, (ii) by repayment in full of such
Designated Senior Indebtedness or (iii) because the default giving rise to such
Blockage Notice is no longer

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                                                                              72

continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this Section 10.03 and Section 10.02), unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, the Company may
resume payments on the Securities after the end of such Payment Blockage Period.
In no event may the total number of days during which any Payment Blockage
Period or Periods is in effect exceed 179 days in the aggregate during any 360
consecutive day period. For purposes of this Section 10.03, no default or event
of default that existed or was continuing on the date of the commencement of any
Payment Blockage Period with respect to the Designated Senior Indebtedness of
the Company initiating such Payment Blockage Period shall be, or be made, the
basis of the commencement of a subsequent Payment Blockage Period by the
Representative of such Designated Senior Indebtedness, whether or not within a
period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

                  (b) After the occurrence of an Event of Default, the Company
or the Trustee shall promptly notify the holders of the Designated Senior
Indebtedness (or their Representative) of such occurrence. If any Designated
Senior Indebtedness is outstanding, the Company may not pay the Securities until
five Business Days after such holders or the Representative of the Designated
Senior Indebtedness receives notice of such occurrence and, thereafter, may pay
the Securities only if the provisions of this Article 10 otherwise permit
payment at that time.

                  SECTION 10.04. Acceleration of Payment of Securities;
Acceleration Forebearance.After the occurrence of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Indebtedness (or their Representative) of such occurrence. The principal
amount of the Securities shall not be due and payable by the Company during any
Acceleration Forebearance Period.

                  SECTION 10.05. When Distribution Must Be Paid Over.If a
distribution is made to Securityholders that because of this Article 10 should
not have been made to them, the Securityholders who receive the distribution
shall hold it in trust for holders of Senior Indebtedness of the Company and pay
it over to them as their respective interests may appear.

                  SECTION 10.06. Subrogation.After all Senior Indebtedness of
the Company is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of such Senior
Indebtedness to receive distributions applicable to Senior Indebtedness. A
distribution made under this Article 10 to holders of such Senior Indebtedness
of the Company which otherwise would have been made to Securityholders is not,
as between the Company and Securityholders, a payment by the Company on such
Senior Indebtedness.

                  SECTION 10.07. Relative Rights.This Article 10 defines the
relative rights of Securityholders and holders of Senior Indebtedness of the
Company. Nothing in this Indenture shall:

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

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                                                                              73

                  (2)      prevent the Trustee or any Securityholder from
         exercising its available remedies upon a Default, subject to the rights
         of holders of Senior Indebtedness of the Company to receive
         distributions otherwise payable to Securityholders.

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

                  SECTION 10.09. Rights of Trustee and Paying
Agent.Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to
make payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer of the Trustee receives notice satisfactory to it that payments may not
be made under this Article 10. The Company, the Registrar, the Paying Agent, a
Representative or a holder of Senior Indebtedness of the Company may give the
notice; provided, however, that, if an issue of Senior Indebtedness of the
Company has a Representative, only the Representative may give the notice.

                  The Trustee in its individual or any other capacity may hold
Senior Indebtedness of the Company with the same rights it would have if it were
not Trustee. The Registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article 10 with respect to any Senior Indebtedness of the Company which may at
any time be held by it, to the same extent as any other holder of such Senior
Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its
rights as such holder. Nothing in this Article 10 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 7.07.

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

                  SECTION 10.11. Article 10 Not To Prevent Events of Default or
Limit Right To Accelerate.The failure to make a payment pursuant to the
Securities by reason of any provision in this Article 10 shall not be construed
as preventing the occurrence of a Default. Except as otherwise provided in
Section 10.04, nothing in this Article 10 shall have any effect on the right of
the Securityholders or the Trustee to accelerate the maturity of the Securities.

                  SECTION 10.12. Trust Moneys Not Subordinated.Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article 8 by the Trustee for
the payment of principal of and interest on the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness of the Company or
subject to the restrictions set forth in this Article 10, and none of the
Securityholders shall be obligated to pay over any such amount to the Company or
any holder of Senior Indebtedness of the Company or any other creditor of the
Company.

                  SECTION 10.13. Trustee Entitled To Rely.Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Securityholders
shall be entitled to rely (i) upon

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                                                                              74

any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 10.02 are pending, (ii) upon a
certificate of the liquidating trustee or agent or other Person making such
payment or distribution to the Trustee or to the Securityholders or (iii) upon
the Representatives for the holders of Senior Indebtedness of the Company for
the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the holders of such Senior Indebtedness and other Indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 10. In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article 10, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts
pertinent to the rights of such Person under this Article 10, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment. The provisions of Sections 7.01 and 7.02 shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 10.

                  SECTION 10.14. Trustee To Effectuate Subordination.Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of the Company as provided in this Article 10 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

                  SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
Indebtedness.The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness of the Company and shall not be liable to any
such holders if it shall mistakenly pay over or distribute to Securityholders or
the Company or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article 10 or
otherwise.

                  SECTION 10.16. Reliance by Holders of Senior Indebtedness on
Subordination Provisions.Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                  SECTION 10.17. Trustee's Compensation Not Prejudiced.Nothing
in this Article shall apply to amounts due to the Trustee pursuant to other
sections of this Indenture.

                  SECTION 10.18. Defeasance.The terms of this Article 10 shall
not apply to payments from money or the proceeds of U.S. Government Obligations
held in trust by the Trustee for the payment of principal of and interest on the
Securities pursuant to the provisions described in Section 8.03.

<PAGE>

                                                                              75
                                   ARTICLE 11

                                   GUARANTEES

                  SECTION 11.01. Guarantee.Each Guarantor hereby jointly and
severally irrevocably and unconditionally guarantees, as a primary obligor and
not merely as a surety, to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment when due, whether at Stated Maturity,
by acceleration, by redemption or otherwise, of all obligations of the Company
under this Indenture (including obligations to the Trustee) and the Securities,
whether for payment of principal of, or interest on, the Securities and all
other monetary obligations of the Company under this Indenture and the
Securities and (b) the full and punctual performance within applicable grace
periods of all other obligations of the Company whether for expenses,
indemnification or otherwise under this Indenture and the Securities (all the
foregoing being hereinafter collectively called the "Guaranteed Obligations").
Each Guarantor further agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice or further assent from each such
Guarantor, and that each such Guarantor shall remain bound under this Article 11
notwithstanding any extension or renewal of any Guaranteed Obligation.

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

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

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

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                                                                              76

                  The Guarantee of each Guarantor is, to the extent and in the
manner set forth in Article 12, subordinated and subject in right of payment to
the prior payment in full of the principal of and premium, if any, and interest
on all Senior Indebtedness of the relevant Guarantor and is made subject to such
provisions of this Indenture.

                  Except as expressly set forth in Sections 8.01(b), 11.02 and
11.06, the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, including any
claim of waiver, release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guaranteed Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor herein shall not be discharged or
impaired or otherwise affected by the failure of any Holder or the Trustee to
assert any claim or demand or to enforce any remedy under this Indenture, the
Securities or any other agreement, by any waiver or modification of any thereof,
by any default, failure or delay, willful or otherwise, in the performance of
the obligations, or by any other act or thing or omission or delay to do any
other act or thing which may or might in any manner or to any extent vary the
risk of any Guarantor or would otherwise operate as a discharge of any Guarantor
as a matter of law or equity.

                  Each Guarantor agrees that its Guarantee shall remain in full
force and effect until payment in full of all the Guaranteed Obligations. Each
Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of or interest on any Guaranteed Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.

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

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any Guaranteed
Obligations guaranteed hereby until payment in full of all Guaranteed
Obligations and all obligations to which the Guaranteed Obligations are
subordinated as provided in Article 12. Each Guarantor further agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the Guaranteed Obligations guaranteed hereby may be
accelerated as provided in Article 6 for the purposes of any Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y)
in the event of any declaration of acceleration of such Guaranteed Obligations
as provided in

<PAGE>

Article 6, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by such Guarantor for the purposes of this
Section 11.01.

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

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

                  SECTION 11.02. Limitation on Liability.(a) Any term or
provision of this Indenture to the contrary notwithstanding, the maximum,
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any
Guarantor shall not exceed the maximum amount that, after giving effect to all
other contingent and fixed liabilities of such Guarantor (including, without
limitation, any guarantees under the Credit Agreement) and after giving effect
to any collections from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under its Guarantee or
pursuant to its contribution obligations under this Indenture, can be hereby
guaranteed without rendering this Indenture, as it relates to such Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer or similar laws affecting the rights of creditors generally.

                  (b)      A Guarantee as to any Guarantor that is a Subsidiary
of the Company shall terminate and be of no further force or effect and such
Guarantor shall be deemed to be released from all obligations under this Article
11 upon (i) the merger or consolidation of such Guarantor with or into any
Person other than the Company or a Subsidiary or Affiliate of the Company where
such Guarantor is not the surviving entity of such consolidation or merger or
(ii) the sale by the Company or any Subsidiary of the Company (or any pledgee of
the Company) of the Capital Stock of such Guarantor, where, after such sale,
such Guarantor is no longer a Subsidiary of the Company; provided, however, that
each such merger, consolidation or sale (or, in the case of a sale by such a
pledgee, the disposition of the proceeds of such sale) shall comply with Section
4.06 and Section 5.01(b). At the request of the Company, the Trustee shall
execute and deliver an appropriate instrument evidencing such release.

                  SECTION 11.03. Successors and Assigns.This Article 11 shall be
binding upon each Guarantor and its successors and assigns and shall inure to
the benefit of the successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder or the Trustee,
the rights and privileges conferred upon that party in this Indenture and in the
Securities shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this Indenture.

                  SECTION 11.04. No Waiver.Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article 11 shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other

<PAGE>

                                                                              78

rights, remedies or benefits which either may have under this Article 11 at law,
in equity, by statute or otherwise.

                  SECTION 11.05. Modification.No modification, amendment or
waiver of any provision of this Article 11, nor the consent to any departure by
any Guarantor therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Trustee, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.
No notice to or demand on any Guarantor in any case shall entitle such Guarantor
to any other or further notice or demand in the same, similar or other
circumstances.

                  SECTION 11.06. Execution of Supplemental Indenture for Future
Guarantors.Each Subsidiary which is required to become a Guarantor pursuant to
Section 4.12 hereof shall promptly execute and deliver to the Trustee a
supplemental indenture substantially in the form of Exhibit B hereto pursuant to
which such Subsidiary shall become a Guarantor under this Article 11 and shall
guarantee the Guaranteed Obligations. Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal,
valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms.

                                   ARTICLE 12

                         SUBORDINATION OF THE GUARANTEES

                  SECTION 12.01. Agreement To Subordinate.Each Guarantor agrees,
and each Securityholder by accepting a Security agrees, that the obligations of
a Guarantor hereunder are subordinated in right of payment, to the extent and in
the manner provided in this Article 12, to the prior payment in full of all
existing and future Senior Indebtedness of such Guarantor (including, without
limitation, the Senior Indebtedness of each Guarantor represented by such
Guarantor's guarantee under the Credit Agreement) and that the subordination is
for the benefit of and enforceable by the holders of such Senior Indebtedness of
such Guarantor. The obligations hereunder with respect to a Guarantor shall in
all respects rank pari passu in right of payment with all existing and future
Pari Passu Indebtedness of such Guarantor and shall rank senior in right of
payment to all existing and future Subordinated Indebtedness of such Guarantor;
and only Indebtedness of such Guarantor that is Senior Indebtedness of such
Guarantor shall rank senior to the obligations of such Guarantor in accordance
with the provisions set forth herein.

                  SECTION 12.02. Liquidation, Dissolution Bankruptcy.Upon any
payment or distribution of the assets of a Guarantor to creditors upon a total
or partial liquidation or dissolution of such Guarantor or reorganization of or
similar proceeding relating to such Guarantor and its properties, the holders of
Senior Indebtedness of such Guarantor shall be entitled to receive payment in
full of such Senior Indebtedness of such Guarantor before

<PAGE>

Securityholders are entitled to receive any payment and until the Senior
Indebtedness of such Guarantor is paid in full, any payment or distribution to
which Securityholders would be entitled but for this Article 12 shall be made to
holders of such Senior Indebtedness of such Guarantor as their interests may
appear. If a distribution is made to Securityholders that due to this Article 12
should not have been made to them, such Securityholders are required to hold it
in trust for the holders of Senior Indebtedness of such Guarantor and pay it
over to them as their interests may appear (except that Securityholders may
receive and retain (i) Permitted Junior Securities and (ii) payments made from
the trust described under Section 8.01 so long as, on the date or dates the
respective amounts were paid into the trust, such payments were made with
respect to the Securities without violating this Article 12).

                  SECTION 12.03. Default on Designated Senior Indebtedness of a
Guarantor.(a) A Guarantor may not make any payment pursuant to any of the
Guaranteed Obligations and may not otherwise purchase, redeem or otherwise
retire any Securities (collectively, "pay its Guarantee") if (i) a default in
the payment of the principal of, premium, if any, or interest on any Designated
Senior Indebtedness of such Guarantor occurs and is continuing or any other
amount owing in respect of any Designated Senior Indebtedness of such Guarantor
is not paid when due, or (ii) any other default on Designated Senior
Indebtedness of such Guarantor occurs and the maturity of such Designated Senior
Indebtedness is accelerated in accordance with its terms unless, in either case,
(x) the default has been cured or waived and any such acceleration has been
rescinded or (y) such Designated Senior Indebtedness has been paid in full.
However, such Guarantor may pay its Guarantee without regard to the foregoing if
such Guarantor and the Trustee receive written notice approving such payment
from the Representative of such Designated Senior Indebtedness with respect to
which either of the events in clause (i) or (ii) of the immediately preceding
sentence has occurred and is continuing. During the continuance of any default
(other than a default described in clause (i) or (ii) of the second preceding
sentence) with respect to any Designated Senior Indebtedness of a Guarantor
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such Guarantor
may not pay its Guarantee for a period (a "Guarantee Payment Blockage Period")
commencing upon the receipt by the Trustee (with a copy to such Guarantor and
the Company) of written notice (a "Guarantee Blockage Notice") of such default
from the Representative of such Designated Senior Indebtedness specifying an
election to effect a Guarantee Payment Blockage Period and ending 179 days
thereafter (or earlier if such Guarantee Payment Blockage Period is terminated
(i) by written notice to the Trustee (with a copy to such Guarantor and the
Company) from the Person or Persons who gave such Guarantee Blockage Notice,
(ii) because such Designated Senior Indebtedness has been repaid in full or
(iii) because the default giving rise to such Guarantee Blockage Notice is no
longer continuing). Notwithstanding the provisions described in the immediately
preceding sentence (but subject to the provisions contained in the first
sentence of this Section 12.03 and in Section 12.02), unless the holders of such
Designated Senior Indebtedness or the Representative of such holders shall have
accelerated the maturity of such Designated Senior Indebtedness, such Guarantor
may resume payments on its Guarantee after such Guarantee Payment Blockage
Period, including any missed payments. Not more than one Guarantee Blockage
Notice may be given with respect to a Guarantor in any consecutive 360-day
period, irrespective of the number of defaults with respect to Designated Senior
Indebtedness of such Guarantor during such period.

<PAGE>

                                                                              80

                  (b) After the occurrence of an Event of Default, the Company
or the Trustee shall promptly notify the holders of the Designated Senior
Indebtedness (or their Representative) of such occurrence. If any Designated
Senior Indebtedness is outstanding, a Guarantor may not pay the Securities until
five Business Days after such holders or the Representative of the Designated
Senior Indebtedness receives notice of such occurrence and, thereafter, may pay
the Securities only if the provisions of this Article 12 otherwise permit
payment at that time.

                  SECTION 12.04. Demand for Payment; Acceleration
Forebearance.After the occurrence of an Event of Default and a demand for
payment is made on a Guarantor pursuant to Article 11, the Trustee shall
promptly notify the holders of the Designated Senior Indebtedness (or the
Representative of such holders) of such occurrence. The principal amount of the
Securities will not be due and payable by any Guarantor during any Acceleration
Forebearance Period.

                  SECTION 12.05. When Distribution Must Be Paid Over.If a
payment or distribution is made to Securityholders that because of this Article
12 should not have been made to them, the Securityholders who receive the
payment or distribution shall hold such payment or distribution in trust for
holders of the Senior Indebtedness of the relevant Guarantor and pay it over to
them as their respective interests may appear.

                  SECTION 12.06. Subrogation.After all Designated Senior
Indebtedness of a Guarantor is paid in full and until the Securities are paid in
full in cash, Securityholders shall be subrogated to the rights of holders of
Senior Indebtedness of such Guarantor to receive distributions applicable to
Senior Indebtedness of such Guarantor. A distribution made under this Article 12
to holders of Senior Indebtedness of such Guarantor which otherwise would have
been made to Securityholders is not, as between such Guarantor and
Securityholders, a payment by such Guarantor on such Senior Indebtedness.

                  SECTION 12.07. Relative Rights.This Article 12 defines the
relative rights of Securityholders and holders of Senior Indebtedness of a
Guarantor. Nothing in this Indenture shall:

                  (1)      impair, as between a Guarantor and Securityholders,
the obligation of a Guarantor which is absolute and unconditional, to make
payments with respect to the Guaranteed Obligations to the extent set forth in
Article 11; or

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

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

<PAGE>

                                                                              81

                  SECTION 12.09. Right of Trustee and Paying
Agent. Notwithstanding Section 12.03, the Trustee or the Paying Agent may
continue to make payments on the Securities and shall not be charged with
knowledge of the existence of facts that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee receives notice satisfactory to payments
may not be made under this Article 12. A Guarantor, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness of a Guarantor may give the notice; provided, however, that if an
issue of Senior Indebtedness of a Guarantor has a Representative, only the
Representative may give the notice.

                  The Trustee in its individual or any other capacity, may hold
Senior Indebtedness of a Guarantor with the same rights it would have if it were
not Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article 12 with respect to any Senior Indebtedness of a Guarantor which may
at any time be held by it, to the same extent as any other holder of Senior
Indebtedness of such Guarantor; and nothing in Article 7 shall deprive the
Trustee of any of its rights as such holder. Nothing in this Article 12 shall
apply to claims of, or payments to, the Trustee under or pursuant to Section
7.07.

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

                  SECTION 12.11. Article 12 Not To Prevent Events of Default or
Limit Right To Accelerate. The failure of a Guarantor to make a payment on any
of its obligations by reason of any provision in this Article 12 shall not be
construed as preventing the occurrence of a default by such Guarantor under such
obligations. Nothing in this Article 12 shall have any effect on the right of
the Securityholders or the Trustee to make a demand for payment on a Guarantor
pursuant to Article 11.

                  SECTION 12.12. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 12.02
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Senior
Indebtedness of a Guarantor for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of the Senior
Indebtedness of a Guarantor and other Indebtedness of a Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 12. In the event that
the Trustee determines, in good faith, that evidence is required with respect to
the right of any Person as a holder of Senior Indebtedness of a Guarantor to
participate in any payment or distribution pursuant to this Article 12, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness of such
Guarantor held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and other facts pertinent to the
rights of such Person under this Article 12, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as

<PAGE>

                                                                              82

to the right of such Person to receive such payment. The provisions of Sections
7.01 and 7.02 shall be applicable to all actions or omissions of actions by the
Trustee pursuant to this Article 12.

                  SECTION 12.13. Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on his
or her behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Securityholders and the
holders of Senior Indebtedness of each of the Guarantors as provided in this
Article 12 and appoints the Trustee as attorney-in-fact for any and all such
purposes.

                  SECTION 12.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness of Guarantor. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness of a Guarantor and shall not be
liable to any such holders if it shall mistakenly pay over or distribute to
Securityholders or the relevant Guarantor or any other Person, money or assets
to which any holders of Senior Indebtedness of such Guarantor shall be entitled
by virtue of this Article 12 or otherwise.

                  SECTION 12.15. Reliance by Holders of Senior Indebtedness of a
Guarantor on Subordination Provisions. Each Securityholder by accepting a
Security acknowledges and agrees that the foregoing subordination provisions
are, and are intended to be, an inducement and a consideration to each holder of
any Senior Indebtedness of a Guarantor, whether such Senior Indebtedness of such
Guarantor was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness of such Guarantor and such holder of Senior Indebtedness of such
Guarantor shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness of such Guarantor.

                  SECTION 12.16. Defeasance. The terms of this Article 12 shall
not apply to payments from money or the proceeds of U.S. Government Obligations
held in trust by the Trustee for the payment of principal of and interest on the
Securities pursuant to the provisions described in Section 8.03.

                                   ARTICLE 13

                                  MISCELLANEOUS

                  SECTION 13.01. Trust Indenture Act Controls. If any provision
of this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

                  SECTION 13.02. Notices. Any notice or communication shall be
in writing and delivered in person or mailed by first-class mail addressed as
follows:

                  if to the Company or any Guarantor:

                  Volume Services America Holdings, Inc.
                  201 East Broad Street

<PAGE>

                                                                              83

                  Spartanburg, South Carolina 29306

                  Attention of: Chief Financial Officer

                  if to the Trustee:

                  The Bank of New York
                  101 Barclay Street, Floor 21W
                  New York, NY 10286

                  Attention of:  Global Finance Unit

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

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

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

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

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

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

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

                  SECTION 13.05. Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a covenant
or condition provided for in this Indenture shall include:

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

<PAGE>

                                                                              84

                  (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 individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

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

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

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

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

                  SECTION 13.09. GOVERNING LAW. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

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

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

<PAGE>

                                                                              85

                  SECTION 13.12. Multiple 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. One signed copy is enough to
prove this Indenture.

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

<PAGE>


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

                                   VOLUME SERVICES AMERICA HOLDINGS, INC.

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   VOLUME SERVICES AMERICA, INC., as Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   VOLUME SERVICES, INC.(Delaware), as Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   SERVICE AMERICA CORPORATION, as Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   VOLUME SERVICES, INC. (Kansas), as Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

<PAGE>

                                   EVENTS CENTER CATERING, INC., as
                                   Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   SERVICE AMERICA CONCESSIONS
                                   CORPORATION, as Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   SERVICE AMERICA CORPORATION OF
                                   WISCONSIN, as Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   SERVO-KANSAS, INC., as Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   SVM OF TEXAS, INC., as Guarantor

                                   By:  /s/ Lawrence E. Honig
                                       -----------------------------------------
                                       Name:  Lawrence E. Honig
                                       Title: Chief Executive Officer

                                   SERVICE AMERICA OF TEXAS, INC., as
                                   Guarantor

                                   By:  /s/ J. Stephen Zahn
                                       -----------------------------------------
                                       Name:  J. Stephen Zahn
                                       Title: President
<PAGE>

                                   THE BANK OF NEW YORK, as Trustee

                                   By:  /s/ Patricia M. Phillips
                                       -----------------------------------------
                                       Name:  Patricia M. Phillips
                                       Title: Assistant Vice President

<PAGE>

                                                                       EXHIBIT A

                           [FORM OF FACE OF SECURITY]

[If applicable, insert: THE COMPANY MAY SUBSEQUENTLY ISSUE SUBORDINATED NOTES
THAT ARE IDENTICAL IN ALL MATERIAL RESPECTS TO THIS SECURITY BUT HAVE ORIGINAL
ISSUE DISCOUNT. IN SUCH CASE, THE HOLDER OF THIS NOTE WILL BE DEEMED TO HAVE
EXCHANGED A PORTION OF HIS SECURITIES OF THE COMPANY FOR SUCH NEWLY ISSUED
SECURITIES WITH ORIGINAL ISSUE DISCOUNT. THE AGGREGATE PRINCIPAL AMOUNT OF
SECURITIES OWNED BY SUCH HOLDER, HOWEVER, WILL NOT CHANGE AS A RESULT OF SUCH
DEEMED EXCHANGE. WITH RESPECT TO SUCH NEWLY ISSUED SECURITIES WITH ORIGINAL
DISCOUNT, A HOLDER MAY OBTAIN THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE
DATE, THE ISSUE PRICE AND THE YIELD TO MATURITY BY SUBMITTING A WRITTEN REQUEST
TO THE COMPANY].

<PAGE>

No. ______                                     ______________ Subordinated Notes
                                      Aggregate Principal Amount $______________

                        13.5% Subordinated Note due 2013

                                                          CUSIP No. ____________

         VOLUME SERVICES AMERICA HOLDINGS, INC., a Delaware corporation,
promises to pay to Cede & Co., or registered assigns, the principal sum [of
Dollars] [listed on the Schedule of Increases or Decreases in Global Security
attached hereto](1) on December 10, 2013, subject to extension as provided
herein.

                  Interest Payment Dates: 20th Day of Each Month

                  Record Dates:           10th Day of Each Month

------------------
(1)      Use the Schedule of Increases and Decreases language for a Global
         Security.

<PAGE>


                  Additional provisions of this Security are set forth on the
other side of this Security.

                  IN WITNESS WHEREOF, the parties have caused this instrument to
be duly executed.

                                          VOLUME SERVICES AMERICA HOLDINGS, INC.

                                          By: ______________________________
                                                Name:    Lawrence E. Honig
                                                Title:   Chief Executive Officer

Dated:

TRUSTEE'S CERTIFICATE OF
         AUTHENTICATION

THE BANK OF NEW YORK,

         as Trustee, certifies that this is one of
         the Securities referred to in the Indenture.

By: ________________________________________
         Authorized Signatory

<PAGE>


                   [FORM OF REVERSE SIDE OF ORIGINAL SECURITY]

                        13.5% Subordinated Note due 2013

                  Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Indenture (as defined).

1.       Interest; Deferral; Extension of Maturity

                  VOLUME SERVICES AMERICA HOLDINGS, INC., a Delaware corporation
(such corporation, and its successors and assigns under the Indenture
hereinafter referred to, being herein called the "Company"), promises to pay
interest on the principal amount of this Security at the rate per annum shown
above. The Company shall pay interest from December 10, 2003 or from the most
recent date to which interest has been paid or provided for, payable monthly on
the 20th day of each month to Holders of record on the tenth day or the
immediately preceding Business Day of such month, commencing January 20, 2004,
provided that if any such day is not a Business Day, such day shall be the next
Business Day.

                  If and for so long as the Company is required to defer
interest payments on the Securities pursuant to the terms of any Designated
Senior Indebtedness, the Company shall defer such interest payments on the
Securities; provided, however, that the Company shall not be required to defer
such interest payments: (i) so long as an Event of Default has occurred and is
continuing with respect to the Securities and the Securities have been
accelerated; or (ii) for more than 24 months in the aggregate prior to December
18, 2008. During any period from December 20, 2008, through December 10, 2013,
interest payments may be deferred for no more than 10 interest payment dates in
the aggregate before current interest payments, including interest on deferred
interest, must be resumed; provided, however, that for purposes of calculating
the foregoing limitation, (i) any payment of deferred interest by the Company
will be applied, first, to the interest payment, including interest on deferred
interest, that (but for the deferral) would have been required to be made on the
most recent interest payment date on which interest was deferred, and,
thereafter (to the extent of any excess), successively, to the interest payment,
including interest on deferred interest, that (but for the deferral) would have
been required to be made on each next preceding interest payment date on which
interest was deferred, and (ii) the number of interest payment dates for which
interest will be treated as having been deferred will be reduced by the number
of interest payment dates, if any, with regard to which interest was treated as
paid in full pursuant to the foregoing ordering rule. If the maturity of the
Securities is extended, interest will be deferred if required under any then
outstanding Designated Senior Indebtedness in the same manner as during the
period from December 20, 2008, through December 10, 2013. Deferred interest on
the Securities will bear interest monthly at a rate equal to the stated annual
rate of interest on this Security divided by 12. Such interest on deferred
interest shall be payable monthly, subject to the provisions set forth herein.
Any such interest on deferred interest that is deferred shall be treated as
deferred interest.

                  The Company shall pay deferred interest pursuant to the
following provisions: (i) for any interest deferral prior to December 18, 2008,
the Company must pay all deferred interest no later than December 18, 2008; (ii)
for any interest deferral after December 18, 2008 and prior to December 10,
2013, the Company must pay all deferred interest no later than December 10,
<PAGE>

2013; and (iii) subject to (i) and (ii) above, the Company may only pay deferred
interest if such payment is permitted under (A) the Credit Agreement and any
other then outstanding Designated Senior Indebtedness and (B) Article 10 of the
Indenture.

                  The Company may extend the maturity of any Securities for two
additional successive five-year terms, to December 10, 2018 and December 10,
2023, respectively, if the following conditions are satisfied:

                  (1)      during the twelve month period ending on the last day
         of the fiscal quarter ending at least 45 days prior to the end of the
         then-current term, the ration of Net Debt to Adjusted EBITDA is less
         than 5.00 to 1.00;

                  (2)      no Event of Default (including certain events of
         bankruptcy, insolvency or reorganization of the Company or a
         Significant Subsidiary) has occurred and is continuing with respect to
         the Securities;

                  (3)      no event of default has occurred and is continuing
         with respect to any other Indebtedness of the Company, or could occur
         as a result of such extension, including under any Designated Senior
         Indebtedness; and

                  (4)      there is no interest due but unpaid on the Securities
         or any other Indebtedness of the Company, other than trade payables in
         a non-material amount.

2.       Method of Payment

                  The Company shall pay interest on the Securities (except
defaulted interest) to the Persons who are registered holders of Securities at
the close of business on the 10th day of each month even if Securities are
canceled after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments. The Company shall pay principal, premium, if any, and interest in
money of the United States of America to holders in the U.S. that at the time of
payment is legal tender for payment of public and private debts. Payments in
respect of the Securities represented by a Global Security (including principal,
premium, if any, and interest) shall be made by wire transfer of immediately
available funds to the accounts specified by The Depository Trust Company. The
Company will make all payments in respect of a certificated Security (including
principal, premium, if any, and interest), and the Securities may be exchanged
or transferred, at office or agency of the Company in the Borough of Manhattan,
The City of New York (which initially shall be the office of the Trustee
maintained for such purpose at The Depository Trust Company, 55 Water Street,
New York, NY 10041), except that, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their registered
addresses; provided, however, that payments on the Securities may also be made,
in the case of a Holder of at least $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. dollar account maintained by the payee
with a bank in the United States if such Holder elects payment by wire transfer
by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3.       Paving Agent and Registrar

<PAGE>

                  Initially, The Bank of New York, a national banking
association (the "Trustee"), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.       Indenture

                  The Company issued the Securities under an Indenture dated as
of December 10, 2003 (the "Indenture"), among the Company, the Guarantors and
the Trustee. The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture
(the "TIA"). Terms defined in the Indenture and not defined herein have the
meanings ascribed thereto in the Indenture. The Securities are subject to all
terms and provisions of the Indenture, and Securityholders are referred to the
Indenture and the TIA for a statement of such terms and provisions.

                  The Securities are subordinated unsecured obligations of the
Company, of which $95,677,065.00 in aggregate principal amount of Original
Securities shall be initially issued on the Closing Date and up to $9,567,706.50
in aggregate principal amount of Original Securities shall be issued on any date
of exercise of the over-allotment option pursuant to the Underwriting Agreement.
Subject to the conditions set forth in the Indenture, the Company may issue an
unlimited aggregate principal amount of Additional Securities. This Security is
one of the Original Securities referred to in the Indenture. The Securities
include the Original Securities and any Additional Securities. The Original
Securities and any Additional Securities will vote together on all matters.
Additional Securities shall be issued with terms identical to the Original
Securities, except for any variation in issue price, issuance date and interest
payable as a result of such dates. The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to, among other
things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay
dividends on, and redeem, capital stock and redeem Indebtedness that is
subordinate in right of payment to the Securities; make certain other Restricted
Payments, including Investments; enter into consensual restrictions on the
payment of certain dividends and distributions by Restricted Subsidiaries; enter
into or permit certain transactions with Affiliates; create or incur Liens; and
make Asset Sales. The Indenture also imposes limitations on the ability of the
Company and the Guarantors to consolidate or merge with or into any other Person
or convey, transfer or lease all or substantially all of the property of the
Company or the Guarantors.

                  To guarantee the due and punctual payment of the principal and
interest on the Securities and all other amounts payable by the Company under
the Indenture and the Securities when and as the same shall be due and payable,
whether at maturity, by acceleration or otherwise, according to the terms of the
Securities and the Indenture, the Guarantors have jointly and severally
unconditionally guaranteed the Guaranteed Obligations on a subordinated basis
pursuant to the terms of the Indenture.

5.       Optional Redemption

<PAGE>

         After December 10, 2008, the Company may redeem the notes, at its
option, at any time in whole and from time to time in part, for cash, at a
"make-whole" redemption price equal to the greater of (1) the aggregate
principal amount being redeemed or (2) the sum of the present values of the
remaining scheduled payments to the scheduled maturity of the subordinated notes
(assuming no subsequent extension thereof) of the principal and interest (other
than accrued interest) on the notes being redeemed, discounted to the redemption
date on a monthly basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 25 basis points, plus accrued and unpaid
interest to but not including the redemption date.

6.       Sinking Fund

                  The Securities are not subject to any sinking fund.

7.       Notice of Redemption

                  Notice of redemption will be mailed by first-class mail at
least 30 days but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his or her registered address. Securities
may be redeemed in part. If money sufficient to pay the redemption price of and
accrued and unpaid interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.

8.       Repurchase of Securities at the Option of Holders upon Change of
         Control

                  Upon a Change of Control, any Holder of Securities will have
the right, subject to certain conditions specified in the Indenture, to cause
the Company to repurchase all or any part of the Securities of such Holder at a
purchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued and unpaid interest to the date of repurchase (subject
to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date that is on or prior to the
date of purchase) as provided in, and subject to the terms of, the Indenture.

9.       Subordination

                  The Securities are subordinated to Senior Indebtedness of the
Company, as defined in the Indenture. To the extent provided in the Indenture,
Senior Indebtedness of the Company must be paid before the Securities may be
paid. The Company and each Guarantor agrees, and each Securityholder by
accepting a Security agrees, to the subordination provisions contained in the
Indenture and authorizes the Trustee to give it effect and appoints the Trustee
as attorney-in-fact for such purpose.

10.      Transfer; Exchange

                  The Securities are in registered form without coupons. A
Holder may transfer or exchange Securities in accordance with the Indenture.
Upon any transfer or exchange, the Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate endorsements or transfer
documents and to pay any taxes required by law or permitted by the

<PAGE>

Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption (except, in the case of a Security to be
redeemed in part, the portion of the Security not to be redeemed) or to transfer
or exchange any Securities for a period of 15 days prior to a selection of
Securities to be redeemed.

11.      Persons Deemed Owners

                  The registered Holder of this Security may be treated as the
owner of it for all purposes.

12.      Unclaimed Money

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

13.      Discharge and Defeasance

                  Subject to certain conditions, the Company at any time may
terminate some of or all its obligations under the Securities and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the Securities to redemption or
maturity, as the case may be.

14.      Amendment, Waiver

                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the outstanding Securities and (ii)
any Default or compliance with any provision may be waived with the written
consent of the Holders of at least a majority in principal amount of the
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder of Securities, the Company and the
Trustee may amend the Indenture or the Securities (i) to cure any ambiguity,
omission, defect or inconsistency; (ii) to comply with Article 5 of the
Indenture; (iii) to provide for uncertificated Securities in addition to or in
place of certificated Securities; (iv) to add Guarantees with respect to the
Securities; (v) to secure the Securities; (vi) to add additional covenants or to
surrender rights and powers conferred on the Company; (vii) to comply with the
requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (viii) to make any change that does not adversely
affect the rights of any Securityholder; (ix) to make any change in the
subordination provisions of the Indenture that would limit or terminate the
benefits available to any holder of Senior Indebtedness of the Issuer (or any
representative thereof) under such subordination provisions; or (x) to provide
for the issuance of Additional Securities.

15.      Defaults and Remedies

                  Subject to Acceleration Forebearance Periods during which the
principal amount of the Securities will not be due and payable by the Company or
any Guarantor as described in

<PAGE>

the Indenture, if an Event of Default occurs (other than an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company) and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the outstanding Securities may declare the principal of and
accrued but unpaid interest on all the Securities to be due and payable. If an
Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the Company occurs, the principal of and interest on all the
Securities shall become immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders. Under certain
circumstances, the Holders of a majority in principal amount of the outstanding
Securities may rescind any such acceleration with respect to the Securities and
its consequences.

                  If an Event of Default occurs and is continuing, the Trustee
shall be under no obligation to exercise any of the rights or powers under the
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no Holder may pursue any
remedy with respect to the Indenture or the Securities unless (i) such Holder
has previously given the Trustee notice that an Event of Default is continuing,
(ii) Holders of at least 25% in principal amount of the outstanding Securities
have requested the Trustee in writing to pursue the remedy, (iii) such Holders
have offered the Trustee reasonable security or indemnity against any loss,
liability or expense, (iv) the Trustee has not complied with such request within
60 days after the receipt of the request and the offer of security or indemnity
and (v) the Holders of a majority in principal amount of the outstanding
Securities have not given the Trustee a direction inconsistent with such request
within such 60-day period. Subject to certain restrictions, the Holders of a
majority in principal amount of the outstanding Securities are given the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the
Trustee. The Trustee, however, may refuse to follow any direction that conflicts
with law or the Indenture or that the Trustee determines is unduly prejudicial
to the rights of any other Holder or that would involve the Trustee in personal
liability. Prior to taking any action under the Indenture, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.

16.      Trustee Dealings with the Company

                  Subject to certain limitations imposed by the TIA, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

17.      No Recourse Against Others

                  A director, officer, employee or stockholder of the Company or
any Guarantor shall not have any liability for any obligations of the Company or
any Guarantor under the Securities, the Guarantees or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and

<PAGE>

releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

18.      Authentication

                  This Security shall not be valid until an authorized signatory
of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19.      Abbreviations

                  Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/GIMIA (=Uniform Gift to
Minors Act).

20.      Governing Law

                  THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

21.      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 Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON
WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH
HAS IN IT THE TEXT OF THIS SECURITY.

<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

________________________________________________________________________________

Date: ______________________ Your Signature: ___________________________________

______________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The initial principal amount of this Global Security is
$[      ]. The following increases or decreases in this Global Security have
been made:

<TABLE>
<CAPTION>

                     Amount of decrease in     Amount of increase in    Principal amount of this    Signature of authorized
                   Principal Amount of this     Principal Amount of     Global Security following   signatory of Trustee or
Date of Exchange      Global Security          this Global Security     such decrease or increase    Securities Custodian
<S>                <C>                         <C>                      <C>                         <C>

</TABLE>

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Control) of the
Indenture, check the box:

                        Asset Sale [ ] Change of Control [ ]

                  If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture,
state the amount:

 Date:__________________ Your Signature: _______________________________________
(Sign exactly as your name appears on the other side of the Security)

Signature Guarantee: __________________________________________________________
                           Signature must be guaranteed by a participant in a
                           recognized signature guaranty medallion program or
                           other signature guarantor acceptable to the Trustee

<PAGE>

                                                                       EXHIBIT B

                FORM OF SUPPLEMENTAL INDENTURE FOR NEW GUARANTORS

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
as of , among [GUARANTOR] (the "New Guarantor"), an indirect subsidiary of
VOLUME SERVICES AMERICA HOLDINGS, INC. (or its successor), a Delaware
corporation (the "Company"), [EXISTING GUARANTORS] and [THE BANK OF NEW YORK], a
national banking association, as trustee under the Indenture referred to below
(the "Trustee").

                              W I T N E S S E T H :

                  WHEREAS the Company and [OLD GUARANTORS] (the "Existing
Guarantors") have heretofore executed and delivered to the Trustee an Indenture
(the "Indenture") dated as of December 10, 2003, providing for the issuance of
an unlimited aggregate principal amount of subordinated notes (the "Securities")
and [Original Securities have been issued and our outstanding under the
Indenture];

                  WHEREAS Section 4.12 of the Indenture provides that under
certain circumstances the Company is required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Guarantor shall unconditionally guarantee all the Company's obligations
under the Securities pursuant to a Guarantee on the terms and conditions set
forth herein; and

                  WHEREAS pursuant to Section 9.01 of the Indenture, the
Trustee, the Company and the Existing Guarantors are authorized to execute and
deliver this Supplemental Indenture;

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the
Securities as follows:

                  1.       Agreement to Guarantee. The New Guarantor hereby
agrees, jointly and severally with all the Existing Guarantors, to
unconditionally guarantee the Company's obligations under the Securities on the
terms and subject to the conditions set forth in Article 10 of the Indenture and
to be bound by all other applicable provisions of the Indenture and the
Securities.

                  2.       Ratification of Indenture; Supplemental Indentures
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
<PAGE>

                  3.       Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

                  4.       Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

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

                  6.       Effect of Headings. The Section headings herein are
for convenience only and shall not effect the construction thereof.

                  7.       Definitions. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

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

                                          [NEW GUARANTOR]

                                          By: __________________________________
                                              Name:
                                              Title:

                                          VOLUME SERVICES AMERICA HOLDINGS, INC.

                                          By: __________________________________
                                              Name:
                                              Title:

                                          [EXISTING GUARANTORS]

                                          By: __________________________________
                                              Name:
                                              Title:

                                          [THE BANK OF NEW YORK], as Trustee

                                          By: __________________________________

                                              Name:
                                              Title: