<PAGE>

                                                                     EXHIBIT 4.1

                                 SKF FOODS INC.,
                                    as Issuer

                            DEL MONTE FOODS COMPANY,
                               MIKE MAC IHC, INC,
                             STAR-KIST SAMOA, INC.,
                        MARINE TRADING PACIFIC, INC. and
                            STAR-KIST MAURITIUS, INC.
                                  as Guarantors

                                       and

                              THE BANK OF NEW YORK
                                   as Trustee

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

                             SUPPLEMENTAL INDENTURE

                          Dated as of December 20, 2002

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

                                  $450,000,000

                    8 5/8% Senior Subordinated Notes due 2012

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                                         Indenture
Section                                                                                                      Section
-------                                                                                                     ---------
<S>                                                                                                         <C>
310 (a) (1)...............................................................................................     7.10
     (a) (2)..............................................................................................     7.10
     (a) (3)..............................................................................................     N.A.
     (a) (4)..............................................................................................     N.A.
     (a) (5)..............................................................................................     7.08; 7.10
     (b) .................................................................................................     7.08; 7.10; 13.02
     (c)..................................................................................................     N.A.
311 (a)...................................................................................................     7.11
     (b)..................................................................................................     7.11
     (c)..................................................................................................     N.A.
312 (a)...................................................................................................     2.05
     (b)..................................................................................................     13.03
     (c)..................................................................................................     13.03
313 (a)...................................................................................................     7.06
     (b)(l)...............................................................................................     N.A.
     (b)(2)...............................................................................................     7.06
     (c)..................................................................................................     7.06; 13.02
     (d)..................................................................................................     7.06
314 (a)...................................................................................................     4.07; 4.08; 13.02
     (b)..................................................................................................     N.A.
     (c)(l)...............................................................................................     13.04
     (c)(2)...............................................................................................     13.04
     (c)(3)...............................................................................................     N.A.
     (d)..................................................................................................     N.A.
     (e)..................................................................................................     13.05
     (f)..................................................................................................     N.A.
315 (a)...................................................................................................     7.01 (b)
     (b)..................................................................................................     7.05; 13.02
     (c)..................................................................................................     7.01(a)
     (d)..................................................................................................     7.01(c)
     (e)..................................................................................................     6.11
316(a)(last sentence).....................................................................................     2.09
     (a)(l)(A)............................................................................................     6.05
     (a)(l)(B)............................................................................................     6.04
     (a)(2)...............................................................................................     N.A.
     (b)..................................................................................................     6.07
     (c)..................................................................................................     9.05
317 (a)(1)................................................................................................     6.08
     (a)(2)...............................................................................................     6.09
     (b)..................................................................................................     2.04
318 (a)...................................................................................................     13.01
     (c)..................................................................................................     13.01
</TABLE>

---------------------------------
N.A. means Not Applicable.

NOTE:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
<S>                                                                                                         <C>
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.................................................................................     1
SECTION 1.02. Incorporation by Reference of TIA...........................................................    32
SECTION 1.03. Rules of Construction.......................................................................    33

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01. Form and Dating.............................................................................    33
SECTION 2.02. Execution and Authentication; Aggregate Principal Amount....................................    34
SECTION 2.03. Registrar and Paying Agent..................................................................    35
SECTION 2.04. Paying Agent To Hold Assets in Trust........................................................    36
SECTION 2.05. Noteholder Lists............................................................................    36
SECTION 2.06. Transfer and Exchange.......................................................................    36
SECTION 2.07. Replacement Notes...........................................................................    37
SECTION 2.08. Outstanding Notes...........................................................................    38
SECTION 2.09. Treasury Notes..............................................................................    38
SECTION 2.10. Temporary Notes...................................................!.........................    38
SECTION 2.11. Cancellation................................................................................    38
SECTION 2.12. Defaulted Interest..........................................................................    39
SECTION 2.13. CUSIP Numbers...............................................................................    39
SECTION 2.14. Deposit of Money............................................................................    39
SECTION 2.15. Restrictive Legends.........................................................................    39
SECTION 2.16. Book-Entry Provisions for Global Notes......................................................    41
SECTION 2.17. Special Transfer Provisions.................................................................    42
SECTION 2.18. Issuance of Additional Notes................................................................    44

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Notices to Trustee..........................................................................    45
SECTION 3.02. Selection of Notes To Be Redeemed...........................................................    45
SECTION 3.03. Notice of Redemption........................................................................    45
SECTION 3.04. Effect of Notice of Redemption..............................................................    46
SECTION 3.05. Deposit of Redemption Price.................................................................    46
SECTION 3.06. Notes Redeemed in Part......................................................................    47
</TABLE>

<PAGE>

                                  ARTICLE FOUR

                                   COVENANTS

<TABLE>
<S>                                                                                                         <C>
SECTION 4.01. Payment of Notes............................................................................    47
SECTION 4.02. Maintenance of Office or Agency.............................................................    47
SECTION 4.03. Corporate Existence.........................................................................    48
SECTION 4.04. Payment of Taxes and Other Claims...........................................................    48
SECTION 4.05. Maintenance of Properties and Insurance.....................................................    48
SECTION 4.06. Compliance Certificate; Notice of Default...................................................    49
SECTION 4.07. Compliance with Laws........................................................................    49
SECTION 4.08. SEC Reports.................................................................................    50
SECTION 4.09. Waiver of Stay, Extension or Usury Laws.....................................................    50
SECTION 4.10. Limitation on Restricted Payments...........................................................    50
SECTION 4.11. Limitation on Transactions with Affiliates..................................................    54
SECTION 4.12. Limitation on Incurrence of Additional Indebtedness.........................................    55
SECTION 4.13. Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries...............    56
SECTION 4.14. Prohibition on Incurrence of Senior Subordinated Debt.......................................    57
SECTION 4.15. Change of Control...........................................................................    57
SECTION 4.16. Limitation on Asset Sales...................................................................    59
SECTION 4.17. Limitation on Preferred Stock of Restricted Subsidiaries....................................    64
SECTION 4.18. Limitation on Liens.........................................................................    64
SECTION 4.19. Limitation on Guarantees by Domestic Restricted Subsidiaries................................    65
SECTION 4.20. Restriction of Lines of Business to Food, Food Distribution and Related Businesses..........    66
SECTION 4.21. Rule 144A Information.......................................................................    66

                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION

SECTION 5.01. Merger, Consolidation and Sale of Assets of the Company.....................................    66
SECTION 5.02. Successor Corporation Substituted for the Company...........................................    67
SECTION 5.03. Merger, Consolidation and Sale of Assets of Holdings........................................    68
SECTION 5.04. Successor Corporation Substituted for Holdings..............................................    68
SECTION 5.05. Merger, Consolidation and Sale of Assets of Subsidiary Guarantors...........................    69
SECTION 5.06. Successor Corporation Substituted for Subsidiary Guarantors.................................    69

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default...........................................................................    70
SECTION 6.02. Acceleration................................................................................    71
SECTION 6.03. Other Remedies..............................................................................    72
SECTION 6.04. Waiver of Past Defaults.....................................................................    72
SECTION 6.05. Control by Majority.........................................................................    72
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                         <C>
SECTION 6.06. Limitation on Suits.........................................................................    72
SECTION 6.07. Rights of Holders To Receive Payment........................................................    73
SECTION 6.08. Collection Suit by Trustee..................................................................    73
SECTION 6.09. Trustee May File Proofs of Claim............................................................    73
SECTION 6.10. Priorities..................................................................................    74
SECTION 6.11. Undertaking for Costs.......................................................................    74

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee...........................................................................    74
SECTION 7.02. Rights of Trustee...........................................................................    75
SECTION 7.03. Individual Rights of Trustee................................................................    77
SECTION 7.04. Trustee's Disclaimer........................................................................    77
SECTION 7.05. Notice of Default...........................................................................    77
SECTION 7.06. Reports by Trustee to Holders...............................................................    77
SECTION 7.07. Compensation and Indemnity..................................................................    78
SECTION 7.08. Replacement of Trustee......................................................................    79
SECTION 7.09. Successor Trustee by Merger, Etc............................................................    79
SECTION 7.10. Eligibility; Disqualification...............................................................    80
SECTION 7.11. Preferential Collection of Claims Against Company...........................................    80

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Termination of the Company's Obligations....................................................    80
SECTION 8.02. Legal Defeasance and Covenant Defeasance....................................................    81
SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance.......................................    82
SECTION 8.04. Application of Trust Money..................................................................    84
SECTION 8.05. Repayment to the Company....................................................................    84
SECTION 8.06. Reinstatement...............................................................................    85

                                  ARTICLE NINE

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders..................................................................    85
SECTION 9.02. With Consent of Holders.....................................................................    86
SECTION 9.03. Effect on Senior Debt.......................................................................    87
SECTION 9.04. Compliance with TIA.........................................................................    87
SECTION 9.05. Revocation and Effect of Consents...........................................................    87
SECTION 9.06. Notation on or Exchange of Notes............................................................    88
SECTION 9.07. Trustee To Sign Amendments, Etc.............................................................    88
SECTION 9.08. Effect of Supplemental Indentures...........................................................    88
</TABLE>

<PAGE>

                                   ARTICLE TEN

                                  SUBORDINATION

<TABLE>
<S>                                                                                                         <C>
SECTION 10.01. Notes Subordinated to Senior Debt..........................................................    89
SECTION 10.02. No Payment on Notes in Certain Circumstances...............................................    89
SECTION 10.03. Payment Over of Proceeds upon Dissolution, Etc.............................................    90
SECTION 10.04. Payments May Be Paid Prior to Dissolution..................................................    91
SECTION 10.05. Subrogation................................................................................    92
SECTION 10.06. Obligations of the Company Unconditional...................................................    92
SECTION 10.07. Notice to Trustee and Paying Agents........................................................    92
SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating Agent.............................    93
SECTION 10.09. Trustee's Relation to Senior Debt..........................................................    93
SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
Senior Debt...............................................................................................    93
SECTION 10.11. Noteholders Authorize Trustee and Paying Agent To Effectuate Subordination of Notes........    94
SECTION 10.12. This Article Ten Not To Prevent Events of Default..........................................    94
SECTION 10.13. Trustee's Compensation Not Prejudiced......................................................    94

                                 ARTICLE ELEVEN

                                    GUARANTEE

SECTION 11.01. Unconditional Guarantee.....................................:..............................    95
SECTION 11.02. Subordination of Guarantees................................................................    95
SECTION 11.03. Severability...............................................................................    96
SECTION 11.04. Release of Guarantees......................................................................    96
SECTION 11.05. Waiver of Subrogation......................................................................    96
SECTION 11.06. Execution of Guarantees....................................................................    97
SECTION 11.07. Waiver of Stay, Extension or Usury Laws....................................................    97

                                 ARTICLE TWELVE

                     SUBORDINATION OF GUARANTEE OBLIGATIONS

SECTION 12.01. Guarantee Obligations Subordinated to Guarantor Senior Debt................................     97
SECTION 12.02. No Payment on Notes in Certain Circumstances...............................................     98
SECTION 12.03. Payment Over of Proceeds upon Dissolution, Etc.............................................     99
SECTION 12.04. Payments May Be Paid Prior to Dissolution..................................................    100
SECTION 12.05. Subrogation................................................................................    100
SECTION 12.06. Obligations of the Guarantors Unconditional................................................    101
SECTION 12.07. Notice to Trustee and Paying Agents........................................................    101
SECTION 12.08. Reliance on Judicial Order or Certificate of Liquidating Agent.............................    102
SECTION 12.09. Trustee's Relation to Guarantor Senior Debt of the Guarantors..............................    102
SECTION 12.10. Subordination Rights Not Impaired by Acts or Omissions of the
Guarantors or Holders of Guarantor Senior Debt of the Guarantors..........................................    102
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                         <C>
SECTION 12.11. Noteholders Authorize Trustee and Paying Agent To Effectuate Subordination of Notes........    103
SECTION 12.12. This Article Twelve Not To Prevent Events of Default.......................................    103

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01. TIA Controls...............................................................................    104
SECTION 13.02. Notices....................................................................................    104
SECTION 13.03. Communications by Holders with Other Holders...............................................    105
SECTION 13.04. Certificate and Opinion as to Conditions Precedent.........................................    106
SECTION 13.05. Statements Required in Certificate or Opinion..............................................    106
SECTION 13.06. Rules by Trustee, Paying Agent, Registrar..................................................    106
SECTION 13.07. Legal Holidays.............................................................................    106
SECTION 13.08. Governing Law..............................................................................    107
SECTION 13.09. No Adverse Interpretation of Other Agreements..............................................    107
SECTION 13.10. No Recourse Against Others.................................................................    107
SECTION 13.11. Successors.................................................................................    107
SECTION 13.12. Duplicate Originals........................................................................    107
SECTION 13.13. Severability...............................................................................    107

Signatures ...............................................................................................    105

Exhibit A - Form of Initial Note and Guarantee............................................................    A-1
Exhibit B - Form of Exchange Note and Guarantee...........................................................    B-l
Exhibit C - Form of Certificate...........................................................................    C-l
Exhibit D - Form of Certificate To Be Delivered in Connection with Transfers Pursuant
              to Regulation S.............................................................................    D-1

Schedule 1 - Assets Being Held for Disposition
</TABLE>

Note: This Table of Contents shall not, for any purpose, be deemed to be part of
      the Indenture.

<PAGE>

         SUPPLEMENTAL INDENTURE, dated as of December 20, 2002, among SKF FOODS
INC., a Delaware corporation ("the Company "), DEL MONTE FOODS COMPANY, a
Delaware corporation ("Holdings"), MIKE MAC IHC, INC., a Delaware corporation,
STAR-KIST SAMOA, INC., a California corporation, MARINE TRADING PACIFIC, INC., a
Delaware corporation and STAR-KIST MAURITIUS, INC., a Delaware corporation, and
THE BANK OF NEW YORK, a New York banking corporation, as Trustee (the
"Trustee").

         WHEREAS, the Company, Star-Kist Samoa, Inc., Marine Trading Pacific,
Inc. and Star-Kist Mauritius, Inc. executed and delivered to the Trustee an
indenture dated as of December 20, 2002 (the "Initial Indenture") providing for
the issuance of 8 5/8% Senior Subordinated Notes due 2012 and Series B 8 5/8%
Senior Subordinated Notes due 2012;

         WHEREAS, Holdings desires to Guarantee the Notes on a subordinated
basis and each other Guarantor desires to guarantee the Notes on a senior
subordinated basis;

         WHEREAS, the Company wishes to amend and restate the Initial Indenture
as hereinafter set forth;

         WHEREAS, the Company has requested the Trustee, and the Trustee has
agreed, to join with the Company and the Guarantors in the execution and
delivery of this Supplemental Indenture; and

         WHEREAS, all other requirements necessary to make this Supplemental
Indenture a valid and binding agreement of the Company and the Guarantors have
been performed and fulfilled, and the execution and delivery hereof have been,
in all respects, duly authorized;

         NOW, THEREFORE, each party agrees, for the benefit of the others and
for the equal and ratable benefit of the Holders of the Notes, to amend and
restate the Initial Indenture in its entirety with the following:

         The $450,000,000 aggregate principal amount of 8 5/8% Senior
Subordinated Notes due 2012 issued pursuant to the Indenture shall be the
"Initial Notes" and the Series B 8 5/8% Senior Subordinated Notes due 2012
issued pursuant to the Indenture shall be the "Exchange Notes."

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01. Definitions.

         "Acceleration Notice" has the meaning provided in Section 6.02(a).

         "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with or into the Company or
any of its Restricted Subsidiaries or assumed by the Company or any of its
Restricted Subsidiaries in connection with the acquisition of assets from such
Person and in each case not incurred by such Person in connection with, or in

<PAGE>

anticipation or contemplation of, such Person becoming a Restricted Subsidiary
of the Company or such acquisition, merger or consolidation.

         "Acquisition Financing Indebtedness" means Indebtedness of the Company
incurred in connection with the acquisition of assets or capital stock (by stock
purchase, merger or otherwise) of a Person engaged in all material respects
solely in the business of food, food distribution and related businesses.

         "Additional Interest" means additional interest, if any, which may be
payable on the Notes as described in Section 4.01.

         "Additional Notes" means Notes, if any, originally issued under this
Indenture after the Issue Date, other than Exchange Notes.

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

         "Affiliate Transaction" has the meaning provided in Section 4.11.

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

         "Agent Members" has the meaning provided in Section 2.16.

         "Applicable Premium" has the meaning set forth in Section 6(c) of
Exhibit A hereto.

         "Asset Acquisition" means:

                  (a) an Investment by the Company or any Restricted Subsidiary
         of the Company in any other Person pursuant to which such Person shall
         become a Restricted Subsidiary of the Company, or shall be merged or
         consolidated with or into the Company or

                  (b) the acquisition by the Company or any Restricted
         Subsidiary of the Company of the assets of any Person (other than a
         Restricted Subsidiary of the Company) which constitute all or
         substantially all of the assets of such Person or comprises any
         division or line of business of such Person or any other properties or
         assets of such Person other than in the ordinary course of business.

         "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company of:

                  (a) any Capital Stock of any Restricted Subsidiary of the
         Company, or

                                       2

<PAGE>

                  (b) any other property or assets of the Company or any
         Restricted Subsidiary of the Company other than in the ordinary course
         of business; provided, however, that Asset Sales shall not include:

                           (i)      a transaction or series of related
                  transactions for which the Company or its Restricted
                  Subsidiaries receive aggregate consideration of less than $3
                  million;

                           (ii)     the sale, lease, conveyance, disposition or
                  other transfer of all or substantially all of the assets of
                  the Company as permitted under Section 5.01;

                           (iii)    the grant of Liens permitted by Section
                  4.18;

                           (iv)     the sale or transfer of Receivables Related
                  Assets in connection with a Qualified Receivables Transaction;
                  and

                           (v)      the sale or transfer of certain assets
                  identified in Schedule 1 to this Indenture as being held for
                  disposition.

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

         "Authenticating Agent" has the meaning provided in Section 2.02.

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

         "Blockage Period" has the meaning provided in Section 10.02.

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

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

         "Borrowing Base" means as of any date, an amount, determined on a
consolidated basis and in accordance with GAAP, equal to the sum of (i) 60% of
the aggregate book value of inventory plus (ii) 85% of the aggregate book value
of all accounts receivable (net of bad debt reserves) of the Company and its
Restricted Subsidiaries. To the extent that information is not

                                       3

<PAGE>

available as to the amount of inventory or accounts receivable as of a specific
date, the Company shall use the most recent available information for purposes
of calculating the Borrowing Base.

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

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

         "Capital Stock" means:

                  (i)      with respect to any Person that is a corporation, any
         and all shares, interests, participations or other equivalents (however
         designated and whether or not voting) of corporate stock, including
         each class or series of Common Stock and Preferred Stock of such Person
         and

                  (ii)     with respect to any Person that is not a corporation,
         any and all partnership or other equity interests of such Person.

         "Cash Equivalents" means:

                  (i)      obligations issued by, or unconditionally guaranteed
         by, the U.S. government or issued by any agency thereof, and in each
         case backed by the full faith and credit of the United States and
         maturing within one year from the date of acquisition thereof;

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

                  (iii)    commercial paper maturing no more than one year from
         the date of creation thereof and, at the time of acquisition, having
         the highest rating obtainable from either S&P or Moody's;

                  (iv)     certificates of deposit or bankers' acceptances
         maturing within one year from the date of acquisition thereof issued by
         any bank organized under the laws of the United States or any state
         thereof or the District of Columbia or any U.S. branch of a foreign
         bank having at the date of acquisition thereof combined capital and
         surplus of not less than $250,000,000;

                  (v)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clause
         (i) above entered into with any bank meeting the qualifications
         specified in clause (iv) above; and

                                       4

<PAGE>

                  (vi)     investments in money market funds which invest
         substantially all their assets in securities of the types described in
         clauses (i) through (v) above.

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

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

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

                  (iii)    (A) other than H. J. Heinz Company on the Merger
         Date, any Person or Group (other than TPG or its Related Parties) shall
         become the owner, directly or indirectly, beneficially or of record, of
         shares representing more than 40% of the aggregate ordinary voting
         power represented by the issued and outstanding Capital Stock (the
         "Voting Stock") of the Company or Holdings and (B) TPG and its Related
         Parties shall beneficially own, directly or indirectly, in the
         aggregate a lesser percentage of the Voting Stock of the Company or
         Holdings, as the case may be, than such other Person or Group; or

                  (iv)     the replacement, other than any replacement or
         appointment made on the Merger Date in connection with the closing of
         the Merger Transaction, of a majority of the Board of Directors of the
         Company or Holdings over a two-year period from the directors who
         constituted the Board of Directors of the Company or Holdings, as the
         case may be, at the beginning of such period, and such replacement
         shall not have been approved by a vote of at least a majority of the
         Board of Directors of the Company or Holdings, as the case may be, then
         still in office who either were members of such Board of Directors at
         the beginning of such period or whose election as a member of such
         Board of Directors was previously so approved or who were nominated by,
         or designees of, TPG or its Related Parties.

         "Change of Control Date" has the meaning provided in Section 4.15.

         "Change of Control Offer" has the meaning provided in Section 4.15.

         "Change of Control Payment Date" has the meaning provided in Section
4.15.

         "Change of Control Redemption Date" has the meaning provided in Section
4.15.

         "Common Stock" of any Person means any and all shares, interests or
other participations in and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Merger Date or issued after the Merger Date, and includes without limitation,
all series and classes of such common stock.

                                       5

<PAGE>

         "Company" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means such
successor.

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

                  (i)      Consolidated Net Income, and

                  (ii)     to the extent Consolidated Net Income has been
         reduced thereby,

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

                           (B) Consolidated Interest Expense, and

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

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

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

                  (i)      the incurrence or repayment of any Indebtedness of
         such Person or any of its Restricted Subsidiaries (and the application
         of the proceeds thereof) giving rise to the need to make such
         calculation and any incurrence or repayment of other Indebtedness (and
         the application of the proceeds thereof), other than the incurrence or
         repayment of Indebtedness in the ordinary course of business for
         working capital purposes pursuant to working capital facilities,
         occurring during the Four Quarter Period or at any time subsequent to
         the last day of the Four Quarter Period and on or prior to the
         Transaction Date, as if such incurrence or repayment, as the case may
         be (and the application of the proceeds thereof), occurred on the first
         day of the Four Quarter Period and

                  (ii)     any Asset Sales or Asset Acquisitions (including,
         without limitation, any Asset Acquisition giving rise to the need to
         make such calculation as a result of such Person or one of its
         Restricted Subsidiaries (including any Person who becomes a Restricted
         Subsidiary as a result of the Asset Acquisition) incurring, assuming or
         otherwise being liable for Acquired Indebtedness and also including any
         Consolidated EBITDA (including any pro forma expense and cost
         reductions which, in the reasonable and good faith judgment of the
         Company's senior management, will result from such Asset Sale or Asset
         Acquisition) attributable to the assets which are the subject of the
         Asset Acquisition or Asset Sale during the Four Quarter Period)
         occurring during the

                                       6

<PAGE>

         Four Quarter Period or at any time subsequent to the last day of the
         Four Quarter Period and on or prior to the Transaction Date, as if such
         Asset Sale or Asset Acquisition (including the incurrence, assumption
         or liability for any such Acquired Indebtedness) occurred on the first
         day of the Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if such Person or
any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness. Furthermore, in calculating "Consolidated
Fixed Charges" for purposes of determining the denominator (but not the
numerator) of the "Consolidated Fixed Charge Coverage Ratio,"

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

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

                  (3)               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 as such Person may designate,
         and

                  (4)               interest on a Capitalized Lease Obligation
         shall be deemed to accrue at an interest rate implicit in such
         Capitalized Lease Obligation in accordance with GAAP and as reflected
         in such Person's financial statements.

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

                  (i)      Consolidated Interest Expense (excluding amortization
         or write-off of deferred financing costs), plus

                  (ii)     the product of (x) the amount of all dividend
         payments on any series of Preferred Stock of such Person (other than
         dividends paid in Qualified Capital Stock) paid or accrued during such
         period times (y) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current effective
         consolidated federal, state and local tax rate of such Person,
         expressed as a decimal.

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

                  (i)      the aggregate of the interest expense of such Person
         and its Restricted Subsidiaries for such period determined on a
         consolidated basis in accordance with GAAP, including, without
         limitation,

                                       7

<PAGE>

                           (a) any amortization of debt discount and
                  amortization or write-off of deferred financing costs,

                           (b) the net costs under Interest Swap Obligations,

                           (c) all capitalized interest,

                           (d) the interest portion of any deferred payment
                  obligation,

                           (e) dividends paid in respect of Disqualified Capital
                  Stock,

                           (f) net payments (whether positive or negative)
                  pursuant to Interest Swap Obligations, and

                  (ii)     the interest component of Capitalized Lease
                  Obligations,

in each case paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP. Notwithstanding the foregoing,
Consolidated Interest Expense of the Company shall include the interest expense
of a Person only to the extent that the net income of such Person is included in
the Consolidated Net Income of the Company.

         "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom:

                  (a) after-tax gains or losses from Asset Sales (without regard
         to the $3 million limitation set forth in the definition thereof) or
         abandonments or reserves relating thereto;

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

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

                  (d) the net income (but not loss) of any Restricted Subsidiary
         of the referent Person to the extent that the declaration of dividends
         or similar distributions by that Restricted Subsidiary of that income
         is at the time of determination restricted, directly or indirectly, by
         a contract, operation of law or otherwise;

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

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

                                       8

<PAGE>

                  (g) income or loss attributable to discontinued operations
         (including, without limitation, operations disposed of during such
         period whether or not such operations were classified as discontinued);
         and

                  (h) in the case of a successor to the referent Person by
         consolidation or merger or as a transferee of the referent Person's
         assets, any earnings of the successor corporation prior to such
         consolidation, merger or transfer of assets.

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

                  (i)      any premiums, fees or expenses incurred and any
         amortization of premiums, fees or expenses incurred in connection with
         (A) the offering of the Notes, the Merger Transaction and any related
         financing or (B) repayment of Indebtedness; and

                  (ii)     the amortization, depreciation, or non-cash charge of
         any amounts required or permitted by Statements of Financial Accounting
         Standards (SFAS) 141 and 142.

         "Consolidated Net Tangible Assets" means, as of any date, the total
amount of assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), net of any write-ups
of capital assets, other than write-ups in connection with accounting for
acquisitions in conformity with GAAP, after deducting therefrom

                  (i)      all current liabilities of the Company and its
         Restricted Subsidiaries (excluding intercompany items), and

                  (ii)     all deferred tax assets, goodwill, trade names,
         trademarks, copyrights, patents, unamortized debt discount and expense,
         and all other items which would be treated as intangibles,

in each case as shown on a consolidated balance sheet of the Company and its
Restricted Subsidiaries prepared in accordance with GAAP.

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

         "Covenant Defeasance" has the meaning provided in Section 8.02.

         "Credit Agreement" means the Credit Agreement to be entered into on or
prior to the Merger Date between the Company and the financial institutions
named therein, and any related notes, collateral documents, letters of credit
and guarantees, including any appendices, exhibits or schedules to any of the
foregoing (as the same may be in effect from time to time), in each case, as
such agreements may be amended, modified, supplemented or restated from time to
time, or refunded, refinanced, restructured, replaced, renewed, repaid or
extended from time to

                                       9

<PAGE>

time (whether with the original agents and lenders or other agents or lenders or
otherwise, and whether provided under the original credit agreement or other
credit agreements or otherwise), including, without limitation, increasing the
amount of available borrowings or other Indebtedness thereunder (provided that
such increase in borrowings is permitted by the covenant described in Section
4.12).

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

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

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

         "Default Notice" has the meaning provided in Section 10.02.

         "Depository" means The Depository Trust Company and its successors.

         "Designated Noncash Consideration" means any non-cash consideration
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as Designated Noncash Consideration pursuant to
an Officers' Certificate executed by the principal executive officer and the
principal financial officer of the Company or such Restricted Subsidiary at the
time of such Asset Sale. Any particular item of Designated Noncash Consideration
will cease to be considered to be outstanding once cash or Cash Equivalents have
been received by the Company or a Restricted Subsidiary in exchange therefor as
proceeds or payments. Promptly after receipt of any Designated Noncash
Consideration, the Company shall deliver such Officers' Certificate to the
Trustee, together with a Board Resolution of the Company stating the fair market
value of such Designated Noncash Consideration and the basis of such valuation,
which shall be a report or opinion of an Independent Financial Advisor with
respect to the receipt in one transaction or a series of related transactions of
Designated Noncash Consideration with a fair market value in excess of $25
million.

         "Designated Senior Debt" means:

                  (i)      Indebtedness of the Company under or in respect of
         the Credit Agreement; and

                  (ii)     any other Indebtedness of the Company constituting
         Senior Debt which, at the time of determination, has an aggregate
         outstanding principal amount of at least $75 million and is
         specifically designated by the Company in the instrument evidencing
         such Senior Debt as "Designated Senior Debt."

         "Disqualified Capital Stock" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in each case on or prior to the final maturity date of the Notes, provided,
however, that if such Capital Stock is

                                       10

<PAGE>

issued to any plan for the benefit of employees of the Company or by any such
plan to such employees, such Capital Stock shall not constitute Disqualified
Capital Stock solely because it may be required to be repurchased by the Company
in order to satisfy applicable statutory or regulatory obligations.

         "Equity Offering" means any sale of Qualified Capital Stock of Holdings
or the Company; provided that, in the event of an Equity Offering by Holdings,
Holdings contributes to the capital of the Company the portion of the net cash
proceeds of such Equity Offering necessary to pay the aggregate redemption
price, plus accrued interest to the redemption date, of the Notes to be redeemed
as described under Section 6(b) of Exhibit A hereto.

         "Event of Default" has the meaning provided in Section 6.01.

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

         "Exchange Notes" has the meaning provided in the preamble to this
Indenture.

         "Exchange Offer" means the registration by the Company under the
Securities Act pursuant to a registration statement of the offer by the Company
to each Holder of the Initial Notes and each Holder of Additional Notes, if any,
to exchange all the Initial Notes and Additional Notes held by such Holder for
Exchange Notes in an aggregate principal amount equal to the aggregate principal
amount of the Initial Notes and Additional Notes held by such Holder, all in
accordance with the terms and conditions of the Registration Rights Agreement.

         "Existing Notes" means the 9 1/4% Senior Subordinated Notes due 2011
issued by premerger Del Monte Corporation.

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

         "Four Quarter Period" has the meaning specified in the definition of
"Consolidated Fixed Charge Coverage Ratio" above.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Merger Date, including those set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may have been approved by a significant
segment of the accounting profession as of the Merger Date.

         "Global Notes" has the meaning provided in Section 2.01.

         "Guarantee" means the guarantee of the obligations of the Company under
the Indenture and the Notes by Holdings or any Subsidiary Guarantor and shall
include, in the case of any Guarantor, any guarantee of such Guarantor which is
endorsed on the Notes.

                                       11

<PAGE>

         "Guarantee Obligations" has the meaning provided in Section 12.01.

         "Guarantor" means each of Holdings, the Initial Subsidiary Guarantors
and any other Restricted Subsidiary that executes a Guarantee pursuant to
Section 4.19, each until a successor replaces it pursuant to this Indenture and
thereafter means such successor. A Restricted Subsidiary whose Guarantee has
terminated pursuant to Section 4.19 shall cease to be a Guarantor effective as
of such termination.

         "Guarantor Designated Senior Debt" means, with respect to any
Guarantor:

                  (i)      Indebtedness of such Guarantor under or in respect of
         the Credit Agreement; and

                  (ii)     any other Indebtedness of such Guarantor constituting
         Guarantor Senior Debt of such Guarantor which, at the time of
         determination, has an aggregate outstanding principal amount of at
         least $75 million and is specifically designated by such Guarantor in
         the instrument evidencing such Guarantor Senior Debt as "Guarantor
         Designated Senior Debt."

         "Guarantor Blockage Period" has the meaning provided in Section 12.02.

         "Guarantor Default Notice" has the meaning provided in Section 12.02.

         "Guarantor Senior Debt" means, with respect to a Guarantor, the
principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a bankruptcy petition at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law and without giving effect to any reduction in
the amount of such Indebtedness which is necessary to prevent the obligation of
such Guarantor with respect thereto from being rendered void or voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer) on any
Indebtedness of such Guarantor, whether outstanding on the Merger Date or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Guarantee of such Guarantor. Without
limiting the generality of the foregoing, "Guarantor Senior Debt" shall also
include the principal of, premium, if any, interest (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law) on, and all other amounts
owing in respect of,

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

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

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

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

                                       12

<PAGE>

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

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

                  (ii)     Indebtedness to, or guaranteed by such Guarantor for
         the benefit of, any shareholder (other than a parent corporation),
         director, officer or employee of such Guarantor or any Subsidiary of
         such Guarantor (including, without limitation, amounts owed for
         compensation);

                  (iii)    Indebtedness to trade creditors and other amounts
         incurred in connection with obtaining goods, materials or services;

                  (iv)     Indebtedness represented by Disqualified Capital
         Stock;

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

                  (vi)     any Indebtedness incurred in violation of the
         Indenture; and

                  (vii)    guarantees of the Existing Notes and any
         Indebtedness, and any other obligation referred to in clause (x), (y)
         or (z) of this definition, which in each case is, by its express terms
         or by the express terms of the instrument or agreement creating or
         evidencing the same or pursuant to which the same is outstanding,
         subordinated in right of payment to any other Indebtedness of such
         Guarantor.

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

         "Holdings" means Del Monte Foods Company, a Delaware corporation, until
a successor replaces it pursuant to this Indenture and thereafter means such
successor.

         "incur" has the meaning provided in Section 4.12.

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

                  (i)      all obligations of such Person for borrowed money;

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

                  (iii)    all Capitalized Lease Obligations of such Person (but
         excluding any operating lease obligations);

                  (iv)     all obligations of such Person issued or assumed as
         the deferred purchase price of property, all conditional sale
         obligations and all obligations under any title retention agreement
         (but excluding trade accounts payable and other accrued liabilities
         arising in the ordinary course of business that are not overdue by 90
         days or more or that are being contested in good faith by appropriate
         proceedings promptly instituted and diligently conducted);

                                       13

<PAGE>

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

                  (vi)     guarantees and other contingent obligations in
         respect of Indebtedness referred to in clauses (i) through (v) above
         and clause (viii) below;

                  (vii)    all obligations of any other Person of the type
         referred to in clauses (i) through (vi) above and clause (viii) below
         that are secured by any Lien on any property or asset of such Person,
         the amount of such obligation being deemed to be the lesser of the fair
         market value of such property or asset or the amount of the obligation
         so secured;

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

                  (ix)     all Disqualified Capital Stock issued by such Person
         with the amount of Indebtedness represented by such Disqualified
         Capital Stock being equal to its maximum fixed repurchase price (or
         comparable price that such Person may be required to pay for the
         acquisition or retirement of such Disqualified Capital Stock), but
         excluding accrued dividends, if any.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Disqualified Capital Stock as if such
Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock.

         "Indenture" means this Supplemental Indenture, as amended or
supplemented from time to time in accordance with the terms hereof.

         "Independent Financial Advisor" means a firm:

                  (i)      which does not, and whose directors, officers and
         employees or Affiliates do not, have a direct or indirect equity
         beneficial ownership interest in the Company exceeding 10%; and

                  (ii)     which, in the judgment of the Board of Directors of
         the Company, is otherwise independent and qualified to perform the
         task for which it is to be engaged.

         "Initial Indenture" has the meaning provided in the preamble to this
Indenture.

         "Initial Notes" has the meaning provided in the preamble to this
Indenture.

         "Initial Subsidiary Guarantors" means Mike Mac IHC, Inc., Star-Kist
Samoa, Inc., Marine Trading Pacific, Inc. and Star-Kist Mauritius, Inc.

         "interest" on the Notes shall include Additional Interest, if any,
unless otherwise expressly stated or the context otherwise requires. For
purposes of clarity, it is hereby understood and agreed that references to
"interest" on the Notes shall mean and include

                                       14

<PAGE>

"Additional Interest" notwithstanding the fact that there may be references in
this Indenture to "interest and Additional Interest."

         "Interest Payment Date" means the stated maturity of an installment of
interest on the Notes.

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

         "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any other Person. In the case of the Company, "Investment" shall exclude
extensions of trade credit (including trade receivables) by the Company and its
Restricted Subsidiaries on commercially reasonable terms in accordance with
normal trade practices of the Company or such Restricted Subsidiary, as the case
may be. For the purposes of Section 4.10,

                  (i)      "Investment" shall include and be valued at the
         portion of the fair market value of the net assets of any Restricted
         Subsidiary represented by the Company's equity interest in such
         Subsidiary at the time that such Restricted Subsidiary is designated
         an Unrestricted Subsidiary and shall exclude the fair market value of
         the net assets of any Unrestricted Subsidiary at the time that such
         Unrestricted Subsidiary is designated a Restricted Subsidiary and

                  (ii)     the amount of any Investment shall be the original
         cost of such Investment plus the cost of all additional Investments by
         the Company or any of its Restricted Subsidiaries, without any
         adjustments for increases or decreases in value, or write-ups,
         write-downs or write-offs with respect to such Investment, reduced by
         the payment of dividends or distributions in connection with such
         Investment or any other amounts received in respect of such Investment;
         provided that no such payment of dividends or distributions or receipt
         of any such other amounts shall reduce the amount of any Investment if
         such payment of dividends or distributions or receipt of any such
         amounts would be included in Consolidated Net Income.

If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Common Stock of any direct or indirect Restricted Subsidiary of
the Company such that, after giving effect to any such sale or disposition, the
Company no longer owns, directly or indirectly, 80% of the outstanding Common
Stock of such Restricted Subsidiary, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

         "Issue Date" means December 20, 2002.

                                       15

<PAGE>

         "Legal Defeasance" has the meaning provided in Section 8.02.

         "Legal Holiday" has the meaning provided in Section 13.07.

         "Lien" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

         "Maturity Date" means December 15, 2012.

         "Merger Date" means the date of the consummation of the Merger
Transaction.

         "Merger Transaction" means (i) the merger of pre-merger Del Monte
Corporation with and into the Company, with the Company as the surviving
corporation and a wholly owned subsidiary of Holdings and (ii) the execution of,
and the borrowings under, the Credit Agreement on the Merger Date.

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

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

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

                  (c) repayment of Indebtedness that is required to be repaid in
         connection with such Asset Sale; and

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

         "Net Proceeds Offer" has the meaning provided in Section 4.16.

         "Net Proceeds Offer Amount" has the meaning provided in Section 4.16.

         "Net Proceeds Offer Payment Date" has the meaning provided in Section
4.16.

         "Net Proceeds Offer Trigger Date" has the meaning provided in Section
4.16.

                                       16

<PAGE>

         "Non-U.S. Person" means a Person who is not a U.S. person, as such term
is defined in Regulation S.

         "Notes" means the Initial Notes, Additional Notes and the Exchange
Notes, treated as a single class of securities, as amended or supplemented from
time to time in accordance with the terms hereof, that are issued pursuant to
this Indenture. For purposes of this Indenture, all Notes shall vote together as
one class of securities under this Indenture.

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

         "Offering Memorandum" means the Offering Memorandum dated December 12,
2002, pursuant to which the Initial Notes were offered, and any supplement
thereto.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, any Vice President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, the Assistant
Treasurer, the Controller, the General Counsel, the Secretary or the Assistant
Secretary of such Person, or any other officer designated by the Board of
Directors serving in a similar capacity.

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of such Person and otherwise complying with
the applicable requirements of this Indenture, as they relate to the making of
an Officers' Certificate.

         "Offshore Global Notes" has the meaning provided in Section 2.01.

         "Offshore Physical Notes" has the meaning provided in Section 2.01.

         "Opinion of Counsel" means a written opinion from legal counsel, who
may be internal counsel for the Company, or who is otherwise reasonably
acceptable to the Trustee complying with the requirements of Sections 13.04 and
13.05, as they relate to the giving of an Opinion of Counsel.

         "Pari Passu Indebtedness" has the meaning provided in Section 4.16.

         "Paying Agent" has the meaning provided in Section 2.03.

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

                  (i)      Indebtedness under the Notes, excluding any
         Additional Notes;

                  (ii)     Indebtedness incurred pursuant to the Credit
         Agreement in an aggregate principal amount at any time outstanding not
         to exceed the greater of (i) the Borrowing Base, or (ii) $1.5 billion
         less

                           (A) the sum of:

                                       17

<PAGE>

                                    (y)      the aggregate amount of all
                           scheduled mandatory principal payments in respect of
                           term loans thereunder (excluding any such payments to
                           the extent refinanced at the time of payment under a
                           replacement Credit Agreement) actually made by the
                           Company, plus

                                    (z)      the aggregate amount of all
                           mandatory principal payments in respect of such term
                           loans thereunder made by reason of or attributable to
                           the receipt of proceeds from Asset Sales; plus

                           (B) in the case of the revolving credit facility
                  thereunder, the aggregate amount of required permanent
                  repayments which are accompanied by a corresponding permanent
                  commitment reduction thereunder made by reason of or
                  attributable to the receipt of proceeds from Asset Sales; plus

                           (C) the amount of the Receivables Program Obligations
                  then outstanding.

                  (iii)    other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the Merger Date after giving effect to the
         Merger Transaction, including, without limitation, the Existing Notes,
         reduced by the amount of any scheduled amortization payments or
         mandatory prepayments when actually paid or permanent reductions
         thereon;

                  (iv)     Interest Swap Obligations of the Company covering
         Indebtedness of the Company or any of its Restricted Subsidiaries and
         Interest Swap Obligations of any Restricted Subsidiary of the Company
         covering Indebtedness of such Restricted Subsidiary; provided, however,
         that such Interest Swap Obligations are entered into to protect the
         Company and its Restricted Subsidiaries from fluctuations in interest
         rates on Indebtedness incurred in accordance with this Indenture to the
         extent the notional principal amount of such Interest Swap Obligation
         does not exceed the principal amount of the Indebtedness to which such
         Interest Swap Obligation relates;

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

                  (vi)     Indebtedness of a Wholly Owned Restricted Subsidiary
         of the Company to the Company or to another Wholly Owned Restricted
         Subsidiary of the Company, in either case for so long as such
         Indebtedness is held by the Company or a Wholly Owned Restricted
         Subsidiary of the Company, in each case subject to no Lien held by a
         Person other than the Company or a Wholly Owned Restricted Subsidiary
         of the Company; provided that if as of any date any Person other than
         the Company or a Wholly Owned Restricted Subsidiary of the Company owns
         or holds any such Indebtedness or holds a Lien in respect of such
         Indebtedness, there shall be deemed to have occurred on such date the
         incurrence of Indebtedness not constituting Permitted Indebtedness by
         the issuer of such Indebtedness;

                                       18

<PAGE>

                  (vii)    Indebtedness of the Company to a Wholly Owned
         Restricted Subsidiary of the Company for so long as such Indebtedness
         is held by a Wholly Owned Restricted Subsidiary of the Company, in each
         case subject to no Lien; provided that:

                           (a)      any Indebtedness of the Company to a Wholly
                  Owned Restricted Subsidiary of the Company is unsecured and
                  subordinated, pursuant to a written agreement, to the
                  Company's obligations under this Indenture and the Notes and

                           (b)      if as of any date any Person other than a
                  Wholly Owned Restricted Subsidiary of the Company owns or
                  holds any such Indebtedness or any Person holds a Lien in
                  respect of such Indebtedness, there shall be deemed to have
                  occurred on such date the incurrence of Indebtedness not
                  constituting Permitted Indebtedness by the Company;

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

                  (ix)     Indebtedness of the Company or any of its Restricted
         Subsidiaries in respect of security for workers' compensation claims,
         payment obligations in connection with self-insurance, performance
         bonds, surety bonds or similar requirements in the ordinary course of
         business;

                  (x)      Capitalized Lease Obligations and Purchase Money
         Indebtedness of the Company and its Restricted Subsidiaries incurred in
         the ordinary course of business and Indebtedness arising from the
         conversion of the obligations of the Company under or pursuant to the
         "synthetic lease" transactions to on-balance sheet Indebtedness of the
         Company in an aggregate amount at any time outstanding not to exceed
         10% of the Consolidated Net Tangible Assets of the Company as shown on
         the then most recent consolidated balance sheet of the Company and its
         Restricted Subsidiaries prepared in accordance with GAAP;

                  (xi)     guarantees by the Company and its Wholly Owned
         Restricted Subsidiaries of each other's Indebtedness; provided that
         such Indebtedness is permitted to be incurred under this Indenture,
         including, with respect to guarantees by Wholly Owned Restricted
         Subsidiaries of the Company, the provisions of Section 4.19;

                  (xii)    Acquired Indebtedness and Acquisition Financing
         Indebtedness; provided that, if such Indebtedness is incurred after
         June 30, 2003, immediately after giving effect to the transaction in
         which such Acquired Indebtedness or Acquisition Financing Indebtedness
         is incurred, the Company is able to incur at least $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) in compliance with
         Section 4.12; and provided, further, that if such Indebtedness is
         incurred on or before June 30, 2003, the Consolidated Fixed Charge
         Coverage Ratio of the Company and its Restricted Subsidiaries, after
         giving effect to the transaction in which such Acquired Indebtedness or
         Acquisition Financing Indebtedness is incurred (a "pro forma
         Consolidated Fixed Charge Coverage Ratio") (A) shall be greater than
         1.8 to 1.0, and (B) shall be at least

                                       19

<PAGE>

         equal to the Consolidated Fixed Charge Coverage Ratio at such time
         without giving effect to the transaction in which such Acquired
         Indebtedness or Acquisition Financing Indebtedness is incurred;

                  (xiii)   Indebtedness arising from agreements providing for
         indemnification, adjustment of purchase price or similar obligations,
         or from guarantees or letters of credit, surety bonds or performance
         bonds securing any obligations of the Company or any of its Restricted
         Subsidiaries pursuant to such agreements, in each case incurred in
         connection with the disposition of any business, assets or Restricted
         Subsidiary of the Company (other than guarantees of Indebtedness or
         other obligations incurred by any Person acquiring all or any portion
         of such business, assets or Restricted Subsidiary of the Company for
         the purpose of financing such acquisition) in a principal amount not to
         exceed the gross proceeds actually received by the Company or any of
         its Restricted Subsidiaries in connection with such disposition;
         provided, however, that the principal amount of any Indebtedness
         incurred pursuant to this clause (xiii), when taken together with all
         Indebtedness incurred pursuant to this clause (xiii) and then
         outstanding, shall not exceed $25 million;

                  (xiv)    guarantees furnished by the Company or its Restricted
         Subsidiaries in the ordinary course of business of Indebtedness of
         another Person in an aggregate amount not to exceed $10 million at any
         time outstanding;

                  (xv)     Refinancing Indebtedness;

                  (xvi)    Receivables Program Obligations;

                  (xvii)   additional Indebtedness of the Company and its
         Restricted Subsidiaries in an aggregate principal amount not to exceed
         $90 million at any one time outstanding (which amount may, but need
         not, be incurred in whole or in part under the Credit Agreement);

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

                  (xix)    any guarantee by a Restricted Subsidiary of any
         Indebtedness incurred pursuant to the Credit Agreement.

         For purposes of determining compliance with Section 4.12, in the event
that an item of Indebtedness meets the requirements of one or more of the
categories of Permitted Indebtedness set forth in clauses (i) through (xviii)
above, the Company shall, in its sole discretion, determine under which such
clause such item of Indebtedness shall be classified and, so long as such item
of Indebtedness meets the requirements for inclusion as Permitted Indebtedness
under such clause, such item of Indebtedness will be treated as having been
incurred pursuant to such clause.

         "Permitted Investments" means:

                                       20

<PAGE>

                  (i)      Investments by the Company or any Restricted
         Subsidiary of the Company in any Person that is or will become
         immediately after such Investment a Restricted Subsidiary of the
         Company or that will immediately after such Investment merge or
         consolidate with or into the Company or a Restricted Subsidiary of the
         Company, or that will immediately after such Investment transfer or
         convey all of its assets (including such Investment) to the Company or
         a Restricted Subsidiary of the Company, provided that such Person is
         engaged, in all material respects, solely in the business of food, food
         distribution and related businesses;

                  (ii)     Investments in the Company by any Restricted
         Subsidiary of the Company; provided that any Indebtedness evidencing
         such Investment is unsecured and subordinated, pursuant to a written
         agreement, to the Company's obligations under the Notes and this
         Indenture;

                  (iii)    Investments in cash and Cash Equivalents;

                  (iv)     loans and advances to employees and officers of the
         Company and its Restricted Subsidiaries in the ordinary course of
         business for bona fide business purposes not in excess of $15 million
         at any one time outstanding;

                  (v)      Currency Agreements and Interest Swap Obligations
         entered into in the ordinary course of the Company's or its Restricted
         Subsidiaries' businesses and otherwise in compliance with this
         Indenture;

                  (vi)     additional Investments not to exceed $90 million at
         any one time outstanding;

                  (vii)    Investments in securities received in settlement of
         obligations of trade creditors or customers in the ordinary course of
         business or in satisfaction of judgements or pursuant to any plan of
         reorganization or similar arrangement upon the bankruptcy or insolvency
         of such trade creditors or customers;

                  (viii)   Investments made by the Company or its Restricted
         Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.16, or not constituting
         an Asset Sale by reason of the $3 million threshold contained in the
         definition thereof;

                  (ix)     Investments specifically permitted by and made in
         accordance with the provisions of Section 4.11;

                  (x)      guarantees permitted by Section 4.19;

                  (xi)     Related Business Investments in companies and
         ventures in which the Company or a Restricted Subsidiary of the Company
         holds an equity ownership interest of not less than 33 1/3% in an
         aggregate amount not exceeding the sum of

                           (x)      the unutilized portion of the amount of
                  Investments permitted by clause (vi) of this definition, plus

                                       21

<PAGE>

                           (y)      the proceeds of the sale of certain assets
                  identified in Schedule 1 to this Indenture as being held for
                  disposition, plus

                           (z)      $90 million;

                  (xii)    Investments made in connection with a Qualified
         Receivables Transaction;

                  (xiii)   any acquisition of assets solely in exchange for the
         issuance of Qualified Capital Stock of the Company; and

                  (xiv)    Investments existing on the Merger Date.

         "Permitted Liens" means the following types of Liens:

                  (i)      Liens for taxes, assessments or governmental charges
         or claims either (a) not delinquent, or (b) being contested in good
         faith by appropriate proceedings and as to which the Company or any of
         its Restricted Subsidiaries shall have set aside on its books such
         reserves as may be required pursuant to GAAP;

                  (ii)     statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law incurred in the ordinary course of business for
         sums not yet delinquent for a period of more than 60 days or being
         contested in good faith, if such reserve or other appropriate
         provision, if any, as shall be required by GAAP shall have been made in
         respect thereof;

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

                  (iv)     judgment Liens not giving rise to an Event of Default
         so long as such Lien is adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment shall not have been finally terminated or the period within
         which such proceedings may be initiated shall not have expired;

                  (v)      easements, rights-of-way, zoning restrictions and
         other similar charges or encumbrances in respect of real property not
         interfering in any material respect with the ordinary conduct of the
         business of the Company or any of its Restricted Subsidiaries;

                  (vi)     any interest or title of a lessor under any lease,
         whether or not characterized as capital or operating; provided that
         such Liens do not extend to any property or assets which is not leased
         property subject to such lease;

                  (vii)    Liens securing Capitalized Lease Obligations and
         Purchase Money Indebtedness incurred in accordance with Section 4.12;
         provided, however, that in the case of Purchase Money Indebtedness

                                       22

<PAGE>

                           (A) the Indebtedness shall not exceed the cost of
                  such property or assets being acquired or constructed and
                  shall not be secured by any property or assets of the Company
                  or any Restricted Subsidiary of the Company other than the
                  property and assets being acquired or constructed, and

                           (B) the Lien securing such Indebtedness shall be
                  created within 90 days of such acquisition or construction;

                  (viii)   Liens upon 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;

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

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

                  (xi)     Liens securing Interest Swap Obligations that relate
         to Indebtedness that is otherwise permitted under this Indenture;

                  (xii)    Liens securing Indebtedness under Currency
         Agreements;

                  (xiii)   Liens securing Acquired Indebtedness incurred in
         accordance with Section 4.12; provided that

                           (A) such Liens secured such Acquired Indebtedness at
                  the time of and prior to the incurrence of such Acquired
                  Indebtedness by the Company or a Restricted Subsidiary of the
                  Company and were not granted in connection with, or in
                  anticipation of, the incurrence of such Acquired Indebtedness
                  by the Company or a Restricted Subsidiary of the Company, and

                           (B) such Liens do not extend to or cover any property
                  or assets of the Company or of any of its Restricted
                  Subsidiaries other than the property or assets that secured
                  the Acquired Indebtedness prior to the time such Indebtedness
                  became Acquired Indebtedness of the Company or a Restricted
                  Subsidiary of the Company and are no more favorable to the
                  lienholders than those securing the Acquired Indebtedness
                  prior to the incurrence of such Acquired Indebtedness by the
                  Company or a Restricted Subsidiary of the Company;

                  (xiv)    leases or subleases granted to others not interfering
         in any material respect with the business of the Company or its
         Restricted Subsidiaries;

                  (xv)     Liens arising out of consignment or similar
         arrangements for the sale of goods entered into by the Company or any
         of its Restricted Subsidiaries in the ordinary course of business; and

                                       23

<PAGE>

                  (xvi)    Liens on Receivables Program Assets securing
         Receivables Program Obligations.

         "Person" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

         "Physical Notes" has the meaning provided in Section 2.01.

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

         "pre-merger Del Monte Corporation" means Del Monte Corporation, a New
York corporation, the operating subsidiary of Holdings prior to the completion
of the Merger.

         "principal" of any Indebtedness (including the Notes) means the
outstanding principal amount of such Indebtedness plus the premium, if any, on
such indebtedness. For purposes of clarity, it is hereby understood and agreed
that references to "principal" shall mean and include "premium, if any"
notwithstanding the fact that there may be references in this Indenture or the
Notes to "principal and premium, if any."

         "Private Placement Legend" has the meaning provided in Section 2.15.

         "Proceeds Purchase Date" has the meaning provided in Section 4.16.

         "pro forma" means, with respect to any calculation made or required to
be made pursuant to the terms of this Indenture, a calculation in accordance
with Article 11 of Regulation S-X under the Securities Act, except as otherwise
specified herein.

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

         "Purchase Money Note" means a promissory note evidencing the obligation
of a Receivables Subsidiary to pay the purchase price for Receivables or other
indebtedness to the Company or to any other Seller in connection with a
Qualified Receivables Transaction, which note shall be repaid from cash
available to the maker of such note, other than cash required to be held as
reserves pursuant to Receivables Documents, amounts paid in respect of interest,
principal and other amounts owing under Receivables Documents and amounts paid
in connection with the purchase of newly generated Receivables.

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

         "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A under the Securities Act.

         "Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by the Company or any Subsidiary of the
Company pursuant to which the

                                       24

<PAGE>

Company or any such Subsidiary may sell, convey or otherwise transfer to a
Receivables Subsidiary (in the case of a transfer by the Company or any other
Seller) and any other person (in the case of a transfer by a Receivables
Subsidiary), or may grant a security interest in, any Receivables Program Assets
(whether existing on the date of this Indenture or arising thereafter); provided
that:

                  (a) no portion of the Indebtedness or any other obligations
         (contingent or otherwise) of a Receivables Subsidiary or Special
         Purpose Vehicle

                           (i)      is guaranteed by the Company or any other
                  Seller (excluding guarantees of obligations pursuant to
                  Standard Securitization Undertakings),

                           (ii)     is recourse to or obligates the Company or
                  any other Seller in any way other than pursuant to Standard
                  Securitization Undertakings, or

                           (iii)    subjects any property or asset of the
                  Company or any other Seller, directly or indirectly,
                  contingently or otherwise, to the satisfaction of obligations
                  incurred in such transactions, other than pursuant to Standard
                  Securitization Undertakings;

                  (b) neither the Company or any other Seller has any material
         contract, agreement, arrangement or understanding with a Receivables
         Subsidiary or a Special Purpose Vehicle (except in connection with a
         Purchase Money Note or Qualified Receivables Transaction) other than on
         terms no less favorable to the Company or such Seller than those that
         might be obtained at the time from Persons that are not Affiliates of
         the Company, other than fees payable in the ordinary course of business
         in connection with servicing accounts receivable; and

                  (c) the Company and the other Sellers do not have any
         obligation to maintain or preserve the financial condition of a
         Receivables Subsidiary or a Special Purpose Vehicle or cause such
         entity to achieve certain levels of operating results.

         "Receivables" means all rights of the Company or any other Seller to
payments (whether constituting accounts, chattel paper, instruments, general
intangibles or otherwise, and including the right to payment of any interest or
finance charges), which rights are identified in the accounting records of the
Company or such Seller as accounts receivable.

         "Receivables Documents" means:

                  (a)      a receivables purchase agreement, pooling and
         servicing agreement, credit agreement, agreements to acquire undivided
         interests or other agreement to transfer, or create a security interest
         in, Receivables Program Assets, in each case as amended, modified,
         supplemented or restated and in effect from time to time and entered
         into by the Company, another Seller and/or a Receivables Subsidiary,
         and

                  (b)      each other instrument, agreement and other document
         entered into by the Company, any other Seller or a Receivables
         Subsidiary relating to the transactions contemplated by the agreements
         referred to in clause (a) above, in each case as amended, modified,
         supplemented or restated and in effect from time to time.

                                       25

<PAGE>

         "Receivables Program Assets" means:

                  (a) all Receivables which are described as being transferred
         by the Company, another Seller or a Receivables Subsidiary pursuant to
         the Receivables Documents;

                  (b) all Receivables Related Assets; and

                  (c) all collections (including recoveries) and other proceeds
         of the assets described in the foregoing clauses.

         "Receivables Program Obligations" means:

                  (a) notes, trust certificates, undivided interests,
         partnership interests or other interests representing the right to be
         paid a specified principal amount for the Receivables Program Assets,
         and

                  (b) related obligations of the Company, a Subsidiary of the
         Company or a Special Purpose Vehicle (including, without limitation,
         rights in respect of interest or yield, breach of warranty claims and
         expense reimbursement and indemnity provisions).

         "Receivables Related Assets" means:

                  (i)      any rights arising under the documentation governing
         or relating to Receivables (including rights in respect of liens
         securing such Receivables and other credit support in respect of such
         Receivables);

                  (ii)     any proceeds of such Receivables and any lockboxes or
         accounts in which such proceeds are deposited;

                  (iii)    spread accounts and other similar accounts (and any
         amounts on deposit therein) established in connection with a Qualified
         Receivables Transaction;

                  (iv)     any warranty, indemnity, dilution and other
         intercompany claim arising out of Receivables Documents; and

                  (v)      other assets which are customarily transferred or in
         respect of which security interests are customarily granted in
         connection with asset securitization transactions involving accounts
         receivable.

         "Receivables Subsidiary" means a special purpose wholly owned
subsidiary of the Company created in connection with the transactions
contemplated by a Qualified Receivables Transaction, which subsidiary engages in
no activities other than those incidental to such Qualified Receivables
Transaction and which is designated as a Receivables Subsidiary by the Company's
Board of Directors. Any such designation by the Board of Directors shall be
evidenced by filing with the Trustee a Board Resolution of the Company giving
effect to such designation and an Officers' Certificate certifying, to the best
of such officers' knowledge and belief after consulting with counsel, such
designation, and the transactions in which the Receivables Subsidiary will
engage, comply with the requirements of the definition of Qualified Receivables
Transaction.

                                       26

<PAGE>

         "Record Date" means each of the dates designated as such in the Notes,
whether or not a Legal Holiday.

         "Redemption Date," when used with respect to any Note to be redeemed,
means the date fixed for such redemption pursuant to this Indenture and the
Notes.

         "Redemption Price," when used with respect to any Note to be redeemed,
means the price fixed for such redemption pursuant to this Indenture and the
Notes.

         "Reference Date" has the meaning provided in Section 4.10.

         "Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness, in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

         "Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted Subsidiary of the Company of Indebtedness incurred in accordance with
Section 4.12 (other than pursuant to clauses (ii), (iv), (v), (vi), (vii),
(viii), (ix), (x), (xi), (xiii), (xiv), (xvi), (xvii) or (xviii) of the
definition of Permitted Indebtedness), in each case that does not:

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

                  (2)      create Indebtedness with

                           (A) a Weighted Average Life to Maturity that is less
                  than the Weighted Average Life to Maturity of the Indebtedness
                  being Refinanced, or

                           (B) a final maturity earlier than the final maturity
                  of the Indebtedness being Refinanced; provided that

                                   (x)       if such Indebtedness being
                           Refinanced is solely Indebtedness of the Company,
                           then such Refinancing Indebtedness shall be
                           Indebtedness solely of the Company, and

                                   (y)       if such Indebtedness being
                           Refinanced is subordinate or junior to the Notes or
                           any Guarantee, then such Refinancing Indebtedness
                           shall be subordinate to the Notes or such Guarantee,
                           as the case may be, at least to the same extent and
                           in the same manner as the Indebtedness being
                           Refinanced.

         "Registrar" has the meaning provided in Section 2.03.

         "Registration Rights Agreement" means the Registration Rights Agreement
to be dated the Merger Date among the Company, Holdings and the placement agents
for the benefit of

                                       27

<PAGE>

themselves and the Holders, as the same may be amended or, modified from time to
time in accordance with the terms thereof.

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

         "Related Business Investment" means:

                  (i)      any Investment by a Person in any other Person a
         majority of whose revenues are derived from the food, food distribution
         or related businesses; and

                  (ii)     any Investment by such Person in any cooperative or
         other supplier, including, without limitation, any joint venture which
         is intended to supply any product or service useful to the business of
         the Company and its Restricted Subsidiaries.

         "Related Party" means any Affiliate of TPG.

         "Replacement Assets" has the meaning provided in Section 4.16.

         "Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Debt; provided that, if and
for so long as any Designated Senior Debt lacks such a representative, then the
Representative for such Designated Senior Debt shall at all times constitute the
holders of a majority in outstanding principal amount of such Designated Senior
Debt.

         "Restricted Payment" has the meaning provided in Section 4.10.

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

         "Rule 144A" means Rule 144A (or any successor thereto) under the
Securities Act.

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

         "SEC" means the Securities and Exchange Commission.

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

         "Seller" means the Company or any Subsidiary or other Affiliate of the
Company (other than a Receivables Subsidiary) which is a party to a Receivables
Document.

         "Senior Debt" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a bankruptcy
petition at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under

                                       28

<PAGE>

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

                  (x)      all monetary obligations (including guarantees
thereof) of every nature of the Company under the Credit Agreement, including,
without limitation, obligations to pay principal and interest, reimbursement
obligations under letters of credit, fees, expenses and indemnities;

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

                  (z)      all obligations  (including guarantees thereof) under
Currency Agreements, in each case whether outstanding on the Merger Date or
thereafter incurred.

Notwithstanding the foregoing, Senior Debt shall not include:

                           (i)     any Indebtedness of the Company to a
                  Subsidiary of the Company;

                           (ii)    Indebtedness to, or guaranteed by the Company
                  for the benefit of, any shareholder (other than a parent
                  corporation), director, officer or employee of the Company or
                  any Subsidiary of the Company (including, without limitation,
                  amounts owed for compensation);

                           (iii)   Indebtedness to trade creditors and other
                  amounts incurred in connection with obtaining goods, materials
                  or services;

                           (iv)    Indebtedness represented by Disqualified
                  Capital Stock;

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

                           (vi)    any Indebtedness incurred in violation of the
                  provisions of this Indenture; and

                           (vii)   the Existing Notes and any Indebtedness, and
                  any other obligation referred to in clause (x), (y) or (z) of
                  this definition, which in each case is, by its express terms
                  or by the express terms of the instrument or agreement
                  creating or evidencing the same or pursuant to which the same
                  is outstanding, subordinated in right of payment to any other
                  Indebtedness of the Company.

         For purposes of clause (vi) of the immediately preceding proviso, a
good faith determination by the Board of Directors evidenced by a Board
Resolution, or a good faith determination by the Chief Financial Officer of the
Company evidenced by an Officers'

                                       29

<PAGE>

Certificate, that any Indebtedness being incurred under the Credit Agreement is
permitted by the Indenture shall be conclusive.

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

         "Significant Subsidiary" shall have the meaning set forth in Rule
1.02(w) of Regulation S-X under the Securities Act as in effect on the Merger
Date.

         "Special Purpose Vehicle" means a trust, partnership or other special
purpose Person established by the Company and/or any of its Subsidiaries to
implement a Qualified Receivables Transaction.

         "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company which, in the good faith judgement of the Board of
Directors of the appropriate company, are reasonably customary in an accounts
receivable transaction.

         "Subsidiary" with respect to any Person, means:

                  (i)      any corporation of which the outstanding Capital
         Stock having at least a majority of the votes entitled to be cast in
         the election of directors under ordinary circumstances shall at the
         time be owned, directly or indirectly, by such Person or

                  (ii)     any other Person of which at least a majority of the
         voting interest under ordinary circumstances is at the time owned,
         directly or indirectly, by such Person.

         "Subsidiary Guarantor" means any Initial Subsidiary Guarantor and any
other Restricted Subsidiary of the Company which guarantees the Company's
obligations under this Indenture.

         "Surviving Entity" has the meaning provided in Section 5.01.

         "Surviving Parent Entity" has the meaning provided in Section 5.03.

         "Tax Sharing Agreement" means the tax sharing agreement between the
Company and Holdings allocating the obligations to contribute amounts for the
payment of income taxes and the benefits of any credits or other reductions of
tax payments so as to approximate the income taxes that would be payable by the
Company and Holdings on a stand-alone basis if no consolidated tax return were
filed by such entities.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise provided in Section 9.04.

         "TPG" means TPG Partners, L.P., a Delaware limited partnership.

         "Treasury Rate" has the meaning set forth in Section 6(c) of Exhibit
A hereto.

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

                                       30

<PAGE>

         "Trust Officer" means, with respect to the Trustee, any Vice President,
any Assistant Vice President, any Assistant Secretary, any Assistant Treasurer,
any Assistant Trust Officer, any Trust Officer or any other officer associated
with the corporate trust department of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

         "Unrestricted Subsidiary" of any Person means:

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

                  (ii)     any Subsidiary of an Unrestricted Subsidiary.

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

                  (x)      the Company certifies to the Trustee that such
         designation complies with Section 4.10, and

                  (y)      each Subsidiary to be so designated and each of its
         Subsidiaries has not at the time of designation, and does not
         thereafter, create, incur, issue, assume, guarantee or otherwise
         become directly or indirectly liable with respect to any Indebtedness
         pursuant to which the lender thereof has recourse to any of the assets
         of the Company or any of its Restricted Subsidiaries (after giving
         effect to the release of any guarantees of such Subsidiary to be made
         in connection with such designation).

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

                  (x)      immediately after giving effect to such designation,
         the Company is able to incur at least $1.00 of additional Indebtedness
         (other than Permitted Indebtedness) in compliance with Section 4.12,
         and

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

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

                                       31

<PAGE>

         "U.S. Government Obligations" means direct obligations of, and
obligations guaranteed by, the United States for the payment of which the full
faith and credit of the United States is pledged.

         "U.S. Legal Tender" means such coin or currency of the United States as
at the time of payment shall be legal tender for the payment of public and
private debts.

         "U.S. Global Notes" has the meaning provided in Section 2.01.

         "U.S. Physical Notes" has the meaning provided in Section 2.01.

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

                  (a) the then outstanding aggregate principal amount of such
                  Indebtedness into

                  (b) the sum of the total of the products obtained by
                  multiplying

                           (i)      the amount of each then remaining
                  installment, sinking fund, serial maturity or other required
                  payment of principal, including payment at final maturity, in
                  respect thereof, by

                           (ii)     the number of years (calculated to the
                  nearest one-twelfth) which will elapse between such date and
                  the making of such payment.

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

         SECTION 1.02. Incorporation by Reference of TIA.

         Whenever this Indenture refers to a provision of the TIA, such
provision is incorporated by reference in, and made a part of, this Indenture.
The following TIA terms used in this Indenture have the following meanings:

         "indenture securities" means the Notes.

         "indenture security holder" means a Holder or a Noteholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor" on the indenture securities means the Company or any other
obligor on the Notes.

                                       32

<PAGE>

         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 and not
otherwise defined herein have the meanings assigned to them therein.

         SECTION 1.03. Rules of Construction.

         Unless the context otherwise requires:

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

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

         (3) "or" is not exclusive;

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

         (5) "herein," "hereof" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.

                                   ARTICLE TWO

                                   THE NOTES

         SECTION 2.01. Form and Dating.

         The Initial Notes and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A hereto. The Exchange Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit B hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or depository rule or usage. The Company and the
Trustee shall approve the form of the Notes and any notation, legend or
endorsement on them. Each Note shall be dated the date of its issuance and shall
show the date of its authentication.

         The terms and provisions contained in the forms of the Notes annexed
hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the parties hereto, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

         Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the "U.S. Global Notes"),
registered in the name of the nominee of the Depository, deposited with the
Registrar as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Registrar, as custodian for the
Depository, as hereinafter provided.

                                       33

<PAGE>

         Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more permanent
global Notes in registered form, substantially in the form set forth in Exhibit
A (the "Offshore Global Notes"), registered in the name of the nominee of the
Depository, deposited with the Registrar as custodian for the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Offshore Global Notes may from
time to time be increased or decreased by adjustments made on the records of the
Registrar, as custodian for the Depository, as hereinafter provided.

         Notes issued pursuant to Section 2.16 in exchange for interests in the
Offshore Global Notes or U.S. Global Notes shall be in the form of permanent
certificated Notes in registered form, substantially in the form set forth in
Exhibit A ("Offshore Physical Notes" and "U.S. Physical Notes," respectively).

         The Offshore Physical Notes and the U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes." The U.S. Global Notes
and the Offshore Global Notes are sometimes referred to herein as the "Global
Notes."

         SECTION 2.02. Execution and Authentication; Aggregate Principal Amount.

         Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Notes for the Company by manual or facsimile
signature.

         If an Officer or Assistant Secretary whose signature is on a Note was
an Officer or Assistant Secretary at the time of such execution but no longer
holds that office or position at the time the Trustee authenticates the Note,
the Note shall nevertheless be valid.

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

         The Trustee shall authenticate (i) Initial Notes for original issue in
the aggregate principal amount not to exceed $450,000,000, (ii) subject to
Section 2.18, Additional Notes, and (iii) Exchange Notes from time to time for
issue only in exchange for a like principal amount of Initial Notes or
Additional Notes, in each case upon written orders of the Company in the form of
an Officers' Certificate. The Officers' Certificate shall specify the amount of
Notes to be authenticated, the date on which the Notes are to be authenticated
and the aggregate principal amount of Notes outstanding on the date of
authentication, whether the Notes are to be Initial Notes or Additional Notes or
Exchange Notes, and shall further specify the amount of such Notes to be issued
as U.S. Global Notes, Offshore Global Notes, U.S. Physical Notes or Offshore
Physical Notes. The aggregate principal amount of Notes outstanding at any time
may not exceed $450,000,000 plus, if any Additional Notes are issued, the
aggregate principal amount of such Additional Notes, except as provided in
Section 2.07.

         The Trustee shall not be required to authenticate Notes if the issuance
of such Notes pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Notes and this Indenture in a manner which is not
reasonably acceptable to the Trustee.

                                       34

<PAGE>

         The Trustee may, at the expense of the Company, appoint an
Authenticating Agent (the "Authenticating Agent") reasonably acceptable to the
Company to authenticate Notes. Unless otherwise provided in the appointment, an
Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such Authenticating Agent. An Authenticating Agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.

         Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any Person succeeding to all or substantially all of the corporate
agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Company. The
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Company, and upon such a termination, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Company and shall mail notice of such appointment (at the Company's expense) to
all Holders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. Any such Authenticating Agent shall be
entitled to reasonable compensation for its services and, if paid by the
Trustee, it shall be a reimbursable expense pursuant to Section 7.07.

         The Notes shall be issuable in fully registered form only, without
coupons, in minimum denominations of $1,000 and any integral multiple thereof.

         SECTION 2.03. Registrar and Paying Agent.

         The Company shall maintain an office or agency (which shall be located
in the Borough of Manhattan in the City of New York, State of New York) where
(a) Notes may be presented or surrendered for registration of transfer or for
exchange (the "Registrar"), (b) Notes may be presented or surrendered for
payment (the "Paying Agent") and (c) notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served. The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Company,
upon prior written notice to the Trustee, may have one or more co-Registrars and
one or more additional paying agents reasonably acceptable to the Trustee. The
term "Paying Agent" includes any additional Paying Agent.

         The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall incorporate the
provisions of the TIA and implement the provisions of this Indenture that relate
to such Agent. The Company shall notify the Trustee, in advance, of the name and
address of any such Agent. If the Company fails to maintain a Registrar, Paying
Agent and/or agent for service of notices and demands, or fails to give the
foregoing notice, the Trustee shall act as such.

                                       35

<PAGE>

         The Paying Agent or Registrar may resign upon 30 days written notice to
the Company and the Trustee, provided that a replacement Paying Agent or
Registrar, as the case may be, has been duly appointed and has agreed to act as
such, or that the Trustee has assumed the duties of the Paying Agent or the
Registrar, as the case may be. The Company may remove any Agent upon written
notice to such Agent and the Trustee; provided that no such removal shall become
effective until (i) the acceptance of an appointment by a successor Agent to
such Agent as evidenced by an appropriate agency agreement entered into by the
Company and such successor Agent and delivered to the Trustee or (ii) agreement
by the Trustee that the Trustee shall serve as such Agent until the appointment
of a successor Agent in accordance with clause (i) of this proviso.

         Upon the occurrence of an Event of Default described in Section 6.01(6)
or (7), the Trustee shall, or upon the occurrence of any other Event of
Default by notice to the Company, the Registrar and the Paying Agent, the
Trustee may, assume the duties and obligations of the Registrar and the Paying
Agent hereunder.

         SECTION 2.04. Paying Agent To Hold Assets in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee all assets held by the Paying Agent for the payment
of principal of, or interest on, the Notes (whether such assets have been
distributed to it by the Company or any other obligor on the Notes), and the
Company and the Paying Agent shall notify the Trustee of any Default by the
Company (or any other obligor on the Notes) in making any such payment. The
Company at any time may require a Paying Agent to distribute all assets held by
it to the Trustee and account for any assets disbursed and the Trustee may at
any time during the continuance of any payment Default or Event of Default, upon
written request to a Paying Agent, require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets.

         SECTION 2.05. Noteholder Lists.

         The Registrar shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders. If the Trustee or any Paying Agent is not the Registrar, the
Company shall furnish or cause the Registrar to furnish to the Trustee or any
such Paying Agent on or before the third Business Day preceding each Record Date
and at such other times as the Trustee or any such Paying Agent may request in
writing a list as of such date and in such form as the Trustee may reasonably
require of the names and addresses of the Holders, which list may be
conclusively relied upon by the Trustee or any such Paying Agent.

         SECTION 2.06. Transfer and Exchange.

         Subject to the provisions of Sections 2.16 and 2.17, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange as requested if the requirements for
such transaction are met; provided, however, that the Notes presented or

                                       36

<PAGE>

surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar or co-Registrar, duly executed by the Holder thereof
or his or her attorney duly authorized in writing. To permit registrations of
transfer and exchanges, the Company shall execute and the Trustee shall
authenticate Notes at the Registrar's or co-Registrar's request. 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 or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchanges or
transfers pursuant to Sections 2.10, 3.06, 4.15, 4.16 or 9.06 or exchanges
pursuant to the next succeeding paragraph, in each of which events the Company
shall be responsible for the payment of such taxes).

         In the event that the Company delivers to the Trustee a copy of an
Officers' Certificate certifying that a registration statement under the
Securities Act with respect to the Exchange Offer has been declared effective by
the SEC and that the Company has offered Exchange Notes registered with the SEC
to the Holders in accordance with the Exchange Offer, the Registrar shall
exchange, upon request of any Holder, such Holder's Initial Notes or Additional
Notes for Exchange Notes registered with the SEC upon the terms set forth in the
Exchange Offer and in accordance with this Section 2.06 hereof, provided that
the Initial Notes or Additional Notes so surrendered for exchange are duly
endorsed and accompanied by a letter of transmittal or written instrument of
transfer in form satisfactory to the Company and the Registrar, in addition to
any certifications and representations required by the provisions of the
Registration Rights Agreement, and duly executed by the Holder thereof or such
Holder's attorney who shall be duly authorized in writing to execute such
document on behalf of such Holder.

         The Registrar or co-Registrar shall not be required to register the
transfer of or exchange of any Note (i) during a period beginning at the opening
of business 15 days before the mailing of a notice of redemption of Notes and
ending at the close of business on the day of such mailing and (ii) selected for
redemption in whole or in, part pursuant to Article Three, except the unredeemed
portion of any Note being redeemed in part.

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

         SECTION 2.07. Replacement Notes.

         If a mutilated Note is surrendered to the Registrar or if the Holder of
a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee or any Authenticating Agent of the Trustee
shall authenticate a replacement Note if the Registrar's requirements are met.
If required by the Registrar or the Company, such Holder must provide an
affidavit of lost certificate and an indemnity bond or other indemnity,
sufficient, in the judgment of both the Company and the Registrar, to protect
the Company, the Trustee and any Agent from any loss which any of them may
suffer if a Note is replaced. The Company may charge such Holder for its
reasonable, out-of-pocket expenses in replacing a Note, including reasonable
fees and expenses of counsel. Every replacement Note shall constitute an
additional obligation of the Company.

                                       37

<PAGE>

         SECTION 2.08. Outstanding Notes.

         Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by the Registrar, those
received by the Registrar for cancellation and those described in this Section
as not outstanding. Subject to the provisions of Section 2.09, a Note does not
cease to be outstanding because the Company or any of its Affiliates holds the
Note.

         If a Note is replaced pursuant to Section 2.07 (other than a mutilated
Note surrendered for replacement), it ceases to be outstanding unless the
Registrar receives an Opinion of Counsel that the replaced Note is held by a
bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of
such Note and replacement thereof pursuant to Section 2.07.

         If on a Redemption Date or the Maturity Date the Paying Agent (other
than the Company or one of its Affiliates) holds U.S. Legal Tender or U.S.
Government Obligations sufficient to pay all of the principal and interest due
on the Notes payable on that date and is not prohibited from paying such money
to the Holders thereof pursuant to the terms of this Indenture, then on and
after that date such Notes cease to be outstanding and interest on them ceases
to accrue.

         SECTION 2.09. Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver, consent or notice, Notes owned by
the Company or any of its Affiliates shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which a Trust Officer of the Trustee actually knows are so owned shall be
so considered. The Company shall notify the Trustee, in writing, when it or any
of its Affiliates repurchases or otherwise acquires Notes, of the aggregate
principal amount of such Notes so repurchased or otherwise acquired. If the
Company or any of its Affiliates acquire any Initial Notes or Additional Notes,
the Company will not resell or transfer, and will cause its Affiliate not to
resell or transfer, any such Notes.

         SECTION 2.10. Temporary Notes.

         Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon receipt of a written
order of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be authenticated. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate upon receipt
of a written order of the Company pursuant to Section 2.02 definitive Notes in
exchange for temporary Notes.

         SECTION 2.11. Cancellation.

         The Company at any time may deliver Notes to the Registrar for
cancellation. The Paying Agent shall forward to the Registrar any Notes
surrendered to it for registration of transfer, exchange, purchase or payment.
The Registrar shall cancel and, at the written direction of the Company, shall
dispose of all Notes surrendered for registration of transfer, exchange,

                                       38

<PAGE>

purchase, payment or cancellation, provided that the Registrar shall not be
required to destroy such cancelled Notes. Subject to Section 2.07, the Company
may not issue new Notes to replace Notes that it has paid or delivered to the
Registrar for cancellation. If the Company shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Registrar for cancellation pursuant to this Section 2.11.

         SECTION 2.12. Defaulted Interest.

         If the Company defaults in a payment of interest (including, without
limitation, Additional Interest) on the Notes, it shall pay the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest to the Persons who are Holders on a subsequent special record date,
which date shall be the fifteenth day next preceding the date fixed by the
Company for the payment of defaulted interest or the next succeeding Business
Day if such date is not a Business Day. At least 15 days before the subsequent
special record date, the Company shall mail to each Person who was a Holder as
of a recent date selected by the Company, with a copy to the Trustee and the
Paying Agent, a notice that states the subsequent special record date, the
payment date and the amount of defaulted interest, and interest payable on such
defaulted interest, if any, to be paid.

         SECTION 2.13. CUSIP Numbers.

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

         SECTION 2.14. Deposit of Money.

         Prior to 11:00 a.m. New York City time on each Interest Payment Date
and on the Maturity Date, any Redemption Date, Change of Control Payment Date,
or Net Proceeds Offer Payment Date or any offer date for any payment on the
Notes, the Company shall have deposited with the Paying Agent in immediately
available funds money sufficient to make cash payments, if any, due on such
date, in a timely manner which permits the Paying Agent to remit payment to the
Holders on such date.

         SECTION 2.15. Restrictive Legends.

         Unless and until a Note is exchanged for an Exchange Note or sold in
connection with an effective Registration Statement pursuant to the Registration
Rights Agreement, (i) the U.S. Global Notes and U.S. Physical Notes shall bear
the legend set forth below (the "Private Placement Legend") on the face thereof
and (ii) the Offshore Physical Notes and Offshore Global Notes shall bear the
Private Placement Legend on the face thereof until at least the 41st day after
the Issue Date and receipt by the Company and the Trustee of a certificate
substantially in the form of Exhibit C hereto.

                                       39

<PAGE>

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) OR (C) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S
UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF
THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES
TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER
CAN BE OBTAINED FROM THE TRUSTEE), AND, IF SUCH TRANSFER IS IN RESPECT OF AN
AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000, AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K)
UNDER THE SECURITIES ACT AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE
PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED STATES," AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN
VIOLATION OF THE FOREGOING RESTRICTIONS; and

         Each Global Note shall also bear the following legend on the face
thereof:

                                       40

<PAGE>

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
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 HEREON 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 CEDE & CO. 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
SECTION 2.17 OF THE INDENTURE.

         SECTION 2.16. Book-Entry Provisions for Global Notes.

         (a) The U.S. Global Notes and Offshore Global Notes initially shall (i)
be registered in the name of the Depository or the nominee of such Depository,
(ii) be delivered to the Registrar as custodian for such Depository and (iii)
bear legends as set forth in Section 2.15.

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

         (b) Transfers of the Global Note shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depository and the provisions of Section 2.17. In addition, U.S. Physical
Notes and Offshore Physical Notes shall be transferred to all beneficial owners
in exchange for their beneficial interests in the U.S. Global Notes or the
Offshore Physical Notes, as the case may be, if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for the U.S.
Global Notes or the Offshore Physical Notes, as the case may be, and a

                                       41

<PAGE>

successor depositary is not appointed by the Company within 90 days of such
notice, (ii) an Event of Default has occurred and is continuing and the
Registrar has received a written request from the Depository to issue Physical
Notes or (iii) in accordance with the rules and procedures of the Depository and
the provisions of Section 2.17.

         (c) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in such other Global Note and, accordingly, will thereafter
be subject to all transfer restrictions, if any, and other procedures applicable
to beneficial interests in such other Global Note for as long as it remains such
an interest.

         (d) In connection with any transfer or exchange of a portion of the
beneficial interest in a Global Note to beneficial owners pursuant to paragraph
(b), the Registrar shall (if one or more Physical Notes are to be issued)
reflect on its books and records the date and a decrease in the principal amount
of such Global Note in an amount equal to the principal amount of the beneficial
interest in such Global Note to be transferred, and the Company shall execute,
and the Trustee shall authenticate and deliver, one or more U.S. Physical Notes
or Offshore Physical Notes, as the case may be, of like tenor and amount.

         (e) In connection with the transfer of the U.S. Global Notes or the
Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph (b),
the U.S. Global Notes or Offshore Global Notes, as the case may be, shall be
deemed to be surrendered to the Registrar for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the U.S. Global Notes or Offshore Global Notes, as the case may be,
an equal aggregate principal amount of U.S. Physical Notes or Offshore Physical
Notes, as the case may be, of authorized denominations.

         (f) Any U.S. Physical Note delivered in exchange for an interest in the
U.S. Global Notes pursuant to paragraph (b), (d) or (e) shall, except as
otherwise provided by paragraph (d) of Section 2.17, bear the legend regarding
transfer restrictions applicable to the U.S. Physical Notes set forth in Section
2.15.

         (g) Any Offshore Physical Note delivered in exchange for an interest in
the Offshore Global Notes pursuant to paragraph (b), (d) or (e) shall, except as
otherwise provided by paragraph (d) of Section 2.17, bear the legend regarding
transfer restrictions applicable to the Offshore Physical Note set forth in
Section 2.15.

         (h) The Holder of a Global Note 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 Notes.

         SECTION 2.17. Special Transfer Provisions.

         Unless and until a Note is exchanged for an Exchange Note or sold in
connection with an effective Registration Statement pursuant to the Registration
Rights Agreement, the following provisions shall apply:

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<PAGE>

         (a) Transfers to OIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note to a QIB
(excluding transfers to Non-U.S. Persons):

                  (i)      If the Note to be transferred consists of (x) either
         Offshore Physical Notes prior to the removal of the Private Placement
         Legend or U.S. Physical Notes, the Registrar shall register the
         transfer if such transfer is being made by a proposed transferor who
         has checked the box provided for on the form of Note stating, or has
         otherwise advised the Company and the Registrar in writing, that the
         sale has been made in compliance with the provisions of Rule 144A to a
         transferee who has signed the certification provided for on the form of
         Note stating, or has otherwise advised the Company and the Registrar in
         writing, that it is purchasing the Note for its own account or an
         account with respect to which it exercises sole investment discretion
         and that it and any such account is a QIB within the meaning of Rule
         144A, and is aware that the sale to it is being made in reliance on
         Rule 144A and acknowledges that it has received such information
         regarding the Company as it has requested pursuant to Rule 144A or has
         determined not to request such information and that it is aware that
         the transferor is relying upon its foregoing representations in order
         to claim the exemption from registration provided by Rule 144A or (y)
         an interest in the U.S. Global Notes, the transfer of such interest may
         be effected only through the book entry system maintained by the
         Depository.

                  (ii)     If the proposed transferee is an Agent Member, and
         the Note to be transferred consists of U.S. Physical Notes, upon
         receipt by the Registrar of the documents referred to in paragraph (i)
         above and instructions given in accordance with the Depository's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of U.S.
         Global Notes in an amount equal to the principal amount of the U.S.
         Physical Notes to be transferred, and the Registrar shall cancel the
         U.S. Physical Notes so transferred.

         (b) Transfers of Interests in the Offshore Global Notes or Offshore
Physical Notes. The following provisions shall apply with respect to any
transfer of interests in Offshore Global Notes or Offshore Physical Notes:

                  (i)      prior to the removal of the Private Placement Legend
         from the Offshore Global Notes or Offshore Physical Notes pursuant to
         Section 2.15, the Registrar shall refuse to register such transfer
         unless such transfer complies with Section 2.17(a), and

                  (ii)     after such removal, the Registrar shall register the
         transfer of any such Note without requiring any additional
         certification.

         (c) Transfers to Non-U.S. Persons at Any Time. The following provisions
shall apply with respect to any transfer of a Note to a Non-U.S. Person:

                  (i)      The Registrar shall register any proposed transfer to
         any Non-U.S. Person if the Note to be transferred is a U.S. Physical
         Note or an interest in U.S. Global Notes, upon receipt of a certificate
         substantially in the form of Exhibit D hereto from the proposed
         transferor.

                                       43

<PAGE>

                  (ii)     (a) If the proposed transferor is an Agent Member
         holding a beneficial interest in the U.S. Global Notes, upon receipt by
         the Registrar of (x) the documents, if any, required by paragraph (ii)
         and (y) instructions in accordance with the Depository's and the
         Registrar's procedures, the Registrar shall reflect on its books and
         records the date and a decrease in the principal amount of the U.S.
         Global Notes in an amount equal to the principal amount of the
         beneficial interest in the U.S. Global Notes to be transferred, and (b)
         if the proposed transferee is an Agent Member, upon receipt by the
         Registrar of instructions given in accordance with the Depository's and
         the Registrar's procedures, the Registrar shall reflect on its books
         and records the date and an increase in the principal amount of the
         Offshore Global Notes in an amount equal to the principal amount of the
         U.S. Physical Notes or the U.S. Global Notes, as the case may be, to be
         transferred, and the Trustee shall cancel the Physical Note, if any, so
         transferred or decrease the amount of the U.S. Global Notes.

         (d) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the registration of transfer, exchange or replacement of Notes bearing the
Private Placement Legend, the Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) the Private Placement Legend is no longer
required by Section 2.15 or (ii) there is delivered to the Registrar an Opinion
of Counsel reasonably satisfactory to the Company and the Registrar to the
effect that neither such legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act.

         (e) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.16 or this Section 2.17.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

         SECTION 2.18. Issuance of Additional Notes.

         The Company may, subject to compliance with Article Four of this
Indenture and applicable law, issue Additional Notes under this Indenture in an
unlimited principal amount. The Notes issued on the Issue Date and any
Additional Notes subsequently issued shall be treated as a single class of
securities for all purposes under this Indenture.

                                       44

<PAGE>

                                  ARTICLE THREE

                                   REDEMPTION

         SECTION 3.01. Notices to Trustee.

         If the Company elects to redeem Notes pursuant to Section 6 of the
Notes, it shall notify the Trustee and the Paying Agent in writing of the
Redemption Date and the principal amount of the Notes to be redeemed.

         The Company shall give each notice provided for in this Section 3.01 at
least 30 days but not more than 60 days before the Redemption Date (unless a
shorter notice period shall be satisfactory to the Trustee and the Paying Agent,
as evidenced in a writing signed on behalf of the Trustee and the Paying Agent),
together with an Officers' Certificate stating that such redemption complies
with the conditions contained herein and in the Notes.

         SECTION 3.02. Selection of Notes To Be Redeemed.

         If fewer than all of the Notes are to be redeemed, selection of the
Notes to be redeemed will be made by the Trustee in compliance with the
requirements of the principal national securities exchange applicable to it, if
any, on which the Notes are listed or, if the Notes are not then listed on a
national securities exchange, on a pro rata basis, by lot or in such other fair
and reasonable manner chosen at the discretion of the Trustee; provided,
however, that if a partial redemption is made with the proceeds of a Equity
Offering, selection of the Notes or portion thereof for redemption shall be made
by the Trustee only on a pro rata basis, or on as nearly a pro rata basis as is
practicable (subject to applicable procedures of the Depository), unless such
method is otherwise prohibited. The Company shall promptly notify the Trustee
and the Paying Agent in writing of the date of listing and the name of the
securities exchange if and when the Notes are listed on a principal national
securities exchange. The Trustee shall make the selection from the Notes
outstanding and not previously called for redemption and shall promptly notify
the Company and the Paying Agent in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal
amount thereof to be redeemed. Notes in denominations of $1,000 may be redeemed
only in whole. The Trustee may select for redemption portions (equal to $1,000
or any integral multiple thereof) of the principal of Notes that have
denominations larger than $1,000. Provisions of this Indenture that apply to
Notes called for redemption also apply to portions of Notes called for
redemption.

         SECTION 3.03. Notice of Redemption.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption by first
class mail, postage prepaid, to each Holder whose Notes are to be redeemed at
its registered address, with a copy to the Trustee and any Paying Agent. At the
Company's written request, the Trustee shall give the notice of redemption in
the Company's name and at the Company's expense.

         Each notice for redemption shall identify the Notes to be redeemed and
shall state:

                  (1)  the Redemption Date;

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<PAGE>

                  (2) the Redemption Price and the amount of premium and accrued
         interest, if any, to be paid;

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

                  (4) the subparagraph of the Notes pursuant to which such
         redemption is being made;

                  (5) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the Redemption Price plus accrued interest,
         if any, and that interest on the Notes to be redeemed will cease to
         accrue on and after the applicable Redemption Date, whether or not such
         Notes are presented for payment.

                  (6) that, unless the Company defaults in making the redemption
         payment, interest on Notes called for redemption ceases to accrue on
         and after the Redemption Date, and the only remaining right of the
         Holders of such Notes is to receive payment of the Redemption Price
         plus accrued interest, if any, upon surrender to the Paying Agent of
         the Notes redeemed;

                  (7) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         Redemption Date, and upon surrender of such Note, a new Note or Notes
         in the aggregate principal amount equal to the unredeemed portion
         thereof will be issued; and

                  (8) if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portion thereof) to be
         redeemed, as well as the aggregate principal amount of Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption.

         SECTION 3.04. Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become due and payable on the Redemption Date and at
the Redemption Price plus accrued interest, if any. Upon surrender to the Paying
Agent, such Notes called for redemption shall be paid at the Redemption Price
(which shall include accrued interest thereon to the Redemption Date), but
installments of interest which are due and payable on dates falling on or prior
to the Redemption Date, shall be payable to Holders of record at the close of
business on the relevant Record Dates referred to in the Notes.

         SECTION 3.05. Deposit of Redemption Price.

         On or before 11:00 a.m. New York City time on the Redemption Date, the
Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the Redemption Price plus accrued interest, if any, of all Notes to be redeemed
on that date. The Paying Agent shall promptly (but in any event no later than
two Business Days) return to the Company any U.S. Legal Tender so deposited
which is not required for that purpose, except with respect to monies owed as
obligations to the Trustee pursuant to Article Seven.

                                       46

<PAGE>

         If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, interest on the Notes to be redeemed will cease to accrue on and after
the applicable Redemption Date, whether or not such Notes are presented for
payment.

         SECTION 3.06. Notes Redeemed in Part.

         Upon surrender of a Note that is to be redeemed in part, the Company
shall execute and the Trustee shall authenticate for the Holder a new Note or
Notes equal in principal amount to the unredeemed portion of the Note
surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

         SECTION 4.01. Payment of Notes.

         The Company shall pay the principal of and interest on the Notes on the
dates and in the manner provided in the Notes and in this Indenture. An
installment of principal of or interest on the Notes shall be considered paid on
the date it is due if the Trustee or Paying Agent (other than the Company or an
Affiliate of the Company) holds on that date U.S. Legal Tender designated for
and sufficient to pay the installment in full and is not prohibited from paying
such money to the Holders pursuant to the terms of this Indenture.

         In the event that the Exchange Offer is not consummated or a Shelf
Registration Statement is not declared effective on or prior to July 31, 2003,
the annual interest rate borne by the Notes will be increased by .5% until the
Exchange Offer is consummated or the Shelf Registration Statement is declared
effective. Such .5% increase in the per annum rate of interest is referred to
herein as "Additional Interest."

         The Company shall pay, to the extent such payments are lawful, interest
on overdue principal and on overdue installments of interest (without regard to
any applicable grace periods) from time to time on demand at the rate borne by
the Notes plus 2% per annum. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

         Notwithstanding anything to the contrary contained in this Indenture,
the Company may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States from
principal or interest payments hereunder.

         SECTION 4.02. Maintenance of Office or Agency.

         The Company shall maintain the office or agency required under Section
2.03. The Company shall give prior written notice to the Trustee and the Paying
Agent of the location, and any change in the location, of such office or agency.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee and the Paying Agent with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 13.02.

                                       47

<PAGE>

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

         SECTION 4.03. Corporate Existence.

         Except as otherwise permitted by Article Four, Article Five and Section
4.16, the Company shall do or cause to be done, at its own cost and expense, all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate existence of each of its Restricted Subsidiaries in
accordance with the respective organizational documents of each such Restricted
Subsidiary and the material rights (charter and statutory) and franchises of the
Company and each such Restricted Subsidiary.

         SECTION 4.04. Payment of Taxes and Other Claims.

         The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Subsidiaries or
properties of it or any of its Subsidiaries and (ii) all lawful claims for
labor, materials and supplies that, if unpaid, might by law become a Lien upon
the property of it or any of its Subsidiaries; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings properly
instituted and diligently conducted for which adequate reserves, to the extent
required under GAAP, have been taken.

         SECTION 4.05. Maintenance of Properties and Insurance.

         (a) The Company shall, and shall cause each of its Restricted
Subsidiaries to, maintain its material properties in good working order and
condition (subject to ordinary wear and tear) and make all necessary repairs,
renewals, replacements, additions, betterments and improvements thereto and
actively conduct and carry on its business; provided, however, that nothing in
this Section 4.05 shall prevent the Company or any of its Restricted
Subsidiaries from discontinuing the operation and maintenance of any of its
properties, if such discontinuance is, in the good faith judgment of the Board
of Directors of the Company or the Restricted Subsidiary, as the case may be,
desirable in the conduct of their respective businesses and is not
disadvantageous in any material respect to the Holders.

         (b) The Company shall provide or cause to be provided, for itself and
each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the good faith
judgment of the Board of Directors of the Company, are adequate and appropriate
for the conduct of the business of the Company and such Restricted Subsidiaries
in a prudent manner, with reputable insurers or with the government of the
United States or an agency or instrumentality thereof, in such amounts, with
such deductibles, and by

                                       48

<PAGE>

such methods as shall be customary, in the good faith judgment of the Board of
Directors of the Company, for companies similarly situated in the industry.

         SECTION 4.06. Compliance Certificate; Notice of Default.

         (a) The Company and each Guarantor shall deliver to the Trustee, within
90 days after the end of the Company's fiscal year, commencing with the first
full fiscal year after the date of this Indenture, an Officers' Certificate
stating that a review of its activities and the activities of its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company or such
Guarantor, as the case may be, has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to the best of such Officer's knowledge the
Company or such Guarantor, as the case may be, during such preceding fiscal year
has kept, observed, performed and fulfilled each and every such covenant and no
Default or Event of Default occurred during such year and at the date of such
certificate there is no Default or Event of Default that has occurred and is
continuing or, if such signers do know of such Default or Event of Default, the
certificate shall describe the Default or Event of Default and its status with
particularity. The Company shall also notify the Trustee should the Company
elect to change the manner in which it fixes its fiscal year end.

         (b) The annual financial statements delivered pursuant to Section 4.08
shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) providing
that in conducting their audit of such financial statements nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article Four, Five or Six of this Indenture insofar as they
relate to accounting matters or, if any such violation has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

         (c) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Default under this Indenture or the Notes, the Company
shall deliver to the Trustee, at its address set forth in Section 13.02 hereof,
by registered or certified mail or by facsimile transmission followed by hard
copy by registered or certified mail an Officers' Certificate specifying such
event, notice or other action within five Business Days of its becoming aware of
such occurrence. The Trustee shall not be deemed to have notice of any Default
or Event of Default unless one of its Trust Officers receives written notice
thereof from the Company or any of the Holders.

         SECTION 4.07. Compliance with Laws.

         The Company shall comply, and shall cause each of its Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United States, all states and municipalities thereof,
and of any governmental department, commission, board, regulatory authority,
bureau, agency and instrumentality of the foregoing, in respect of the conduct
of their respective businesses and the ownership of their respective properties,
except for such noncompliances as are not in the aggregate reasonably likely to
have a material adverse effect on the financial condition or results of
operations of the Company and its Restricted Subsidiaries, taken as a whole.

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         SECTION 4.08. SEC Reports.

         (a) So long as the Notes are outstanding the Company will deliver to
the Trustee within 15 days after the filing of the same with the SEC, copies of
the quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the SEC, pursuant to
Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, so long as the Notes are outstanding the Company will file with
the SEC, to the extent permitted, and provide the Trustee and Holders with such
annual reports and such information, documents and other reports specified in
Sections 13 and 15(d) of the Exchange Act. For purposes of the foregoing
provisions of this paragraph, so long as:

         (1) Holdings owns all of the issued and outstanding Capital Stock of
the Company;

         (2) the aggregate amount of all Investments made by Holdings in any
Persons other than the Company and its Restricted Subsidiaries does not in the
aggregate exceed $2,500,000 at any time outstanding; and

         (3) the Company is not required to file separate reports with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act;

the filing and delivery of reports, information or documents which Holdings is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act in accordance with the provisions of this paragraph will satisfy the
Company's obligations under this paragraph. The Company will also comply with
the provisions of TIA Section 314(a).

         SECTION 4.09. Waiver of Stay, Extension or Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
 it will not at any time insist upon, plead, or in any manner whatsoever claim
 or take the benefit or advantage of, any stay or extension law or any usury law
 or other law that would prohibit or forgive the Company from paying all or any
 portion of the principal of or interest on the Notes as contemplated herein,
 wherever enacted, now or at any time hereafter in force, or which may affect
 the covenants or the performance of this Indenture; and (to the extent that it
 may lawfully do so) the Company hereby expressly waives all benefit or
 advantage of any such law, and covenants that it will not hinder, delay or
 impede the execution of any power herein granted to the Trustee, but will
 suffer and permit the execution of every such power as though no such law had
 been enacted.

         SECTION 4.10. Limitation on Restricted Payments.

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

                  (a) declare or pay any dividend or make any distribution
         (other than dividends or distributions payable in Qualified Capital
         Stock of the Company or in options, warrants or other rights to
         purchase such Qualified Capital Stock) on or in respect of shares of
         the Company's Capital Stock to holders of such Capital Stock,

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<PAGE>

         (b) purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Company or any warrants, rights or options to purchase or
acquire shares of any class of such Capital Stock (in each case other than in
exchange for Qualified Capital Stock of the Company or options, warrants or
other rights to purchase such Qualified Capital Stock),

         (c) make any principal payment on, purchase, defease, redeem, prepay,
decrease or otherwise acquire or retire for value, prior to any scheduled final
maturity, scheduled repayment or scheduled sinking fund payment, any
Indebtedness of the Company that is subordinate or junior in right of payment to
the Notes or any Indebtedness of a Subsidiary Guarantor that is subordinate or
junior in right of payment to a Guarantee, or

         (d) make any Investment (other than Permitted Investments) (each of the
foregoing actions set forth in clauses (a), (b), (c) and (d) being referred to
as a "Restricted Payment"), if at the time of such Restricted Payment or
immediately after giving effect thereto,

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

                  (ii)     the Company is not able to incur at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 4.12 or

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

                           (v)      50% of the cumulative Consolidated Net
                  Income (or if cumulative Consolidated Net Income shall be a
                  loss, minus 100% of such loss) of the Company earned
                  subsequent to September 30, 2002 and on or prior to the date
                  on which the Restricted Payment occurs or is to occur (the
                  "Reference Date") (treating such period as a single accounting
                  period); plus

                           (w)      100% of the aggregate net cash proceeds
                  received by the Company from any Person (other than a
                  Subsidiary of the Company) from the issuance and sale
                  subsequent to the Merger Date and on or prior to the Reference
                  Date of Qualified Capital Stock of the Company (including by
                  conversion of Indebtedness into Qualified Capital Stock) and
                  100% of the fair market value of non-cash consideration
                  received in any such issuance and sale (provided that, as
                  further provided in clause (7) of the immediately succeeding
                  paragraph, to the extent that the Company does not realize
                  cash from the proceeds of the payment, sale or disposition of
                  any such non-cash consideration, the only Restricted Payments
                  which shall be permitted by reason of such non-cash
                  consideration shall be

                                       51

<PAGE>

                  Restricted Payments which are made in kind of the non-cash
                  consideration so received); plus

                           (x)      without duplication of any amounts included
                  in clause (iii) (w) above, 100% of the aggregate net cash
                  proceeds of any equity contribution received by the Company
                  subsequent to the Merger Date and on or prior to such
                  Reference Date from a holder of the Company's Capital Stock
                  and 100% of the fair market value of non-cash consideration of
                  any such equity contribution received by the Company from a
                  holder of the Company's Capital Stock (provided that, as
                  further provided in clause (7) of the immediately succeeding
                  paragraph, to the extent that the Company does not realize
                  cash from the proceeds of the payment, sale or disposition of
                  any such non-cash consideration, the only Restricted Payments
                  which shall be permitted by reason of such non-cash
                  consideration shall be Restricted Payments which are made in
                  kind of the non-cash consideration so received); plus

                           (y)      without duplication, the sum of

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

                                    (2)      the net cash proceeds received by
                           the Company or any Restricted Subsidiary subsequent
                           to the Merger Date from the disposition of all or any
                           portion of Investments (other than Permitted
                           Investments) (other than any disposition to a
                           Subsidiary of the Company) and 100% of the fair
                           market value of non-cash consideration received in
                           any such disposition (provided that, as further
                           provided in clause (7) of the immediately succeeding
                           paragraph, to the extent that the Company does not
                           realize cash from the proceeds of the payment, sale
                           or disposition of any such non-cash consideration,
                           the only Restricted Payments which shall be permitted
                           by reason of such non-cash consideration shall be
                           Restricted Payments which are made in kind of the
                           non-cash consideration so received), and

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

                           (z)      $91 million;

provided, however, that with respect to all Investments made in any Unrestricted
Subsidiary or joint venture, the sum of clauses (1), (2) and (3) above with
respect to such Investment shall not exceed the aggregate amount of all such
Investments made subsequent to the Merger Date in such Unrestricted Subsidiary
or joint venture.

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<PAGE>

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

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

                  (2) the acquisition of any shares of Capital Stock of the
         Company either:

                           (i)      solely in exchange for shares of Qualified
                  Capital Stock of the Company or

                           (ii)     through the application of net proceeds of a
                  substantially concurrent sale for cash (other than to a
                  Subsidiary of the Company) of shares of Qualified Capital
                  Stock of the Company;

                  (3) if no Default or Event of Default shall have occurred and
         be continuing, the acquisition of any Indebtedness of the Company that
         is subordinate or junior in right of payment to the Notes or any
         Indebtedness of a Subsidiary Guarantor that is subordinate or junior in
         right of payment to a Guarantee either:

                           (i)      solely in exchange for shares of Qualified
                  Capital Stock of the Company or Refinancing Indebtedness of
                  the Company or such Subsidiary Guarantor, as the case may be,
                  or

                           (ii)     through the application of net proceeds of a
                  substantially concurrent sale for cash (other than to a
                  Subsidiary of the Company) of:

                           (A) shares of Qualified Capital Stock of the Company
                  or Holdings, provided that, in the case of Qualified Capital
                  Stock of Holdings, Holdings contributes to the capital of the
                  Company all or a portion of the net cash proceeds from the
                  sale of such Qualified Capital Stock in at least the amount
                  necessary to pay the aggregate acquisition cost of such
                  Indebtedness, or

                           (B) Refinancing Indebtedness;

                  (4) so long as no Default or Event of Default shall have
         occurred and be continuing, payments for the purpose of and in an
         amount equal to the amount required to permit Holdings to redeem or
         repurchase Common Stock of Holdings or options in respect thereof from
         employees or officers of Holdings or any of its Subsidiaries or their
         estates or authorized representatives upon the death, disability or
         termination of employment of such employees or officers in an aggregate
         amount not to exceed $20 million;

                  (5) the making of distributions, loans or advances in an
         amount not to exceed $1 million per annum sufficient to permit Holdings
         to pay the ordinary operating expenses of Holdings related to Holdings'
         ownership of Capital Stock of the Company;

                  (6) the payment of any amounts pursuant to the Tax Sharing
         Agreement; and

                                       53

<PAGE>

                  (7) in the event that the Company has not realized cash from
         the proceeds of the payment, sale or disposition of any non-cash
         consideration referred to in clauses (iii) (w), (iii) (x) and (iii) (y)
         (2) of the immediately preceding paragraph, Restricted Payments
         permitted by reason of such non-cash consideration; provided, that such
         Restricted Payments may be made only in kind of the non-cash
         consideration so received.

In determining the aggregate amount of Restricted Payments made subsequent to
the Merger Date in accordance with clause (iii) of the immediately preceding
paragraph, amounts expended pursuant to clauses (1), (4) and (7) shall be
included in such calculation and amounts expended pursuant to clauses (2), (3),
(5) and (6) shall be excluded from such calculation.

         Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment complies with this Indenture and setting forth in reasonable
detail the basis upon which the required calculations were computed, which
calculations may be based upon the Company's or Holdings' latest available
internal quarterly financial statements. The Trustee shall have no duty or
obligation to recalculate or otherwise verify the accuracy of the calculations
set forth in any such Officers' Certificate.

         SECTION 4.11. Limitation on Transactions with Affiliates.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an "Affiliate
Transaction"), other than

                  (x)      Affiliate Transactions permitted under paragraph (b)
         below, and

                  (y)      Affiliate Transactions on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that might reasonably have been obtained in a comparable
         transaction at such time on an arm's-length basis from a Person that is
         not an Affiliate of the Company or such Restricted Subsidiary.

All Affiliate Transactions (and each series of related Affiliate Transactions
which are part of a common plan) involving aggregate payments or other property
with a fair market value in excess of $5 million shall be approved by the Board
of Directors of the Company or such Restricted Subsidiary, as the case may be,
such approval to be evidenced by a Board Resolution stating that such Board of
Directors has determined that such transaction complies with the foregoing
provisions. If the Company or any Restricted Subsidiary of the Company enters
into an Affiliate Transaction (or a series of related Affiliate Transactions
related to a common plan) that involves an aggregate fair market value or
payments to an Affiliate, as the case may be, of more than $15 million, the
Company or such Restricted Subsidiary, as the case may be, shall, prior to the
consummation thereof, obtain a favorable opinion as to the fairness of such
transaction or series of related transactions to the Company or the relevant
Restricted Subsidiary, as the case may be, from a financial point of view, from
an Independent Financial Advisor and file the same with the Trustee.

         (b) The restrictions set forth in clause (a) shall not apply to:

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<PAGE>

                           (i)      reasonable fees and compensation paid to
                  (including issuances and grant of securities and stock
                  options, employment agreements and stock option and ownership
                  plans for the benefit of), and indemnity provided on behalf
                  of, officers, directors, employees or consultants of the
                  Company or any Restricted Subsidiary of the Company as
                  determined in good faith by the Company's Board of Directors
                  or senior management;

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

                           (iii)    any agreement as in effect as of the Merger
                  Date or any amendment thereto or any transaction contemplated
                  thereby (including pursuant to any amendment thereto or any
                  replacement agreement thereto so long as any such amendment or
                  replacement agreement is not more disadvantageous to the
                  Holders in any material respect than the original agreement as
                  in effect on the Merger Date);

                           (iv)     payments and investments permitted by this
                  Indenture;

                           (v)      the issuance of Qualified Capital Stock of
                  the Company;

                           (vi)     loans or advances to employees and officers
                  of the Company and its Restricted Subsidiaries in the ordinary
                  course of business for bona fide business purposes not in
                  excess of $ 15 million at any one time outstanding;

                           (vii)    transactions permitted by, and complying
                  with, the provisions of the covenants described under Sections
                  5.01, 5.03 and 5.05 (; and

                           (viii)   transactions with suppliers or other
                  purchasers or sales of goods or services, in each case in the
                  ordinary course of business (including, without limitation,
                  pursuant to joint venture agreements) and otherwise in
                  compliance with the terms of the Indenture which are fair to
                  the Company in the good faith determination of the Board of
                  Directors of the Company or the senior management thereof and
                  on terms at least as favorable as might reasonably have been
                  obtained at such time from an unaffiliated party; and

                           (ix)     Qualified Receivables Transactions; and

                           (x)      the Merger Transaction.

         SECTION 4.12. Limitation on Incurrence of Additional Indebtedness.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness); provided, however, that if no Default or
Event of Default shall have occurred and be continuing at the time or as a
consequence of the

                                       55

<PAGE>

incurrence of any such Indebtedness, the Company or its Restricted Subsidiaries
may incur Indebtedness (including, without limitation, Acquired Indebtedness) if
on the date of the incurrence of such Indebtedness, after giving effect to the
incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company
is greater than 2.0 to 1.0.

         SECTION 4.13. Limitation on Dividends and Other Payment Restrictions
Affecting Subsidiaries.

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

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

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

                  (c) transfer any of its property or assets to the Company or
         any other Restricted Subsidiary of the Company, except for such
         encumbrances or restrictions existing under or by reason of:

                           (1)      applicable law;

                           (2)      this Indenture, including any Guarantee;

                           (3)      customary non-assignment provisions of any
                  contract or lease governing a leasehold or ownership interest
                  of any Restricted Subsidiary of the Company;

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

                           (5)      agreements existing on the Merger Date
                  (including, without limitation, the Credit Agreement) to the
                  extent and in the manner such agreements are in effect on the
                  Merger Date;

                           (6)      secured Indebtedness otherwise permitted to
                  be incurred pursuant to the provisions of Sections 4.12 and
                  4.18 that limit the right of the debtor to dispose of the
                  assets securing such Indebtedness;

                           (7)      customary net worth or non-assignment
                  provisions contained in leases and other agreements entered
                  into by a Restricted Subsidiary in the ordinary course of
                  business;

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<PAGE>

                           (8)      customary restrictions with respect to a
                  Restricted Subsidiary pursuant to an agreement that has been
                  entered into for the sale or disposition of all or
                  substantially all of the Capital Stock of such Restricted
                  Subsidiary;

                           (9)      customary provisions in joint venture
                  agreements and other similar agreements relating solely to the
                  securities, assets and revenues of such joint venture or other
                  business venture;

                           (10)     an agreement governing Indebtedness incurred
                  to Refinance the Indebtedness issued, assumed or incurred
                  pursuant to an agreement referred to in clause (2), (4), (5)
                  or (6) above; provided, however, that the provisions relating
                  to such encumbrance or restriction contained in any such
                  Indebtedness are not, in the aggregate, materially less
                  favorable to the Company as determined by the Board of
                  Directors of the Company in its reasonable and good faith
                  judgment than the provisions relating to such encumbrance or
                  restriction contained in agreements referred to in such clause
                  (2), (4), (5) or (6); and

                           (11)     Standard Securitization Undertakings
                  relating to a Receivables Subsidiary or Special Purpose
                  Vehicle.

         SECTION 4.14. Prohibition on Incurrence of Senior Subordinated Debt.

         The Company will not incur or suffer to exist any Indebtedness that is
senior in right of payment to the Notes and subordinate in right of payment to
any other Indebtedness of the Company. The Company will not cause or permit any
Subsidiary Guarantor to incur or suffer to exist any Indebtedness (including any
guarantee) that is senior in right of payment to the Guarantee of such
Subsidiary Guarantor and subordinate in right of payment to any other
Indebtedness (including any other guarantee) of such Subsidiary Guarantor.

         SECTION 4.15. Change of Control.

         (a) At any time on or prior to December 15, 2007, the Company may, at
its option, redeem the Notes, in whole, upon the occurrence of a Change of
Control, upon not less than 30 nor more than 60 days prior notice (but in no
event more than 90 days after the occurrence of such Change of Control) at a
Redemption Price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest, if any, to, the date
fixed for such redemption (the "Change of Control Redemption Date"), except that
installments of interest which are due and payable on dates falling on or prior
to the applicable Change of Control Redemption Date will be payable to the
Persons who were the Holders of record at the close of business on the relevant
Record Dates.

         (b) Upon the occurrence of a Change of Control, if the Company does not
redeem the Notes as provided in Section 4.15(a) of this Indenture, the Company
or Holdings shall make the "Change of Control Offer," and each Holder will have
the right to require that the Company or Holdings, as applicable, purchase all
or a portion of such Holder's Notes pursuant to such Change of Control Offer, at
a purchase price equal to 101% of the principal amount thereof plus accrued
interest, if any, to the date of purchase. Prior to the mailing of the notice
referred to below, but in any event within 60 days following any Change of
Control, the Company and Holdings shall

                                       57

<PAGE>

                  (i)      repay in full and terminate all commitments under all
         Indebtedness under the Credit Agreement, all other Senior Debt and all
         Guarantor Senior Debt of any Guarantor the terms of which require
         repayment upon a Change of Control or offer to repay in full and
         terminate all commitments under all Indebtedness under the Credit
         Agreement and all other such Senior Debt and Guarantor Senior Debt and
         to repay the Indebtedness owed to each lender which has accepted such
         offer in full or

                  (ii)     obtain the requisite consents under the Credit
         Agreement, all other Senior Debt and all Guarantor Senior Debt of any
         Guarantor to permit the repurchase of the Notes as provided below.

         The Company and Holdings shall first comply with the covenant in the
immediately preceding sentence before the Company shall be required to
repurchase Notes pursuant to the provisions described below. The failure by the
Company or Holdings to comply with the second preceding sentence shall
constitute an Event of Default under Section 6.01(3) and not under Section
6.01(2).

         (c) Within 60 days following the date upon which the Change of Control
occurred (the "Change of Control Date"), unless the Company has mailed a notice
with respect to a redemption pursuant to Section 4.15(a) with respect to all the
Notes in connection with a Change of Control occurring on or prior to December
15, 2007, the Company or Holdings must send, by first class mail, a notice to
each Holder, with a copy to the Trustee and each Paying Agent, which notice
shall govern the terms of the Change of Control Offer. The notice to the Holders
shall contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Change of Control Offer. Such notice shall state:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.15 and that all Notes tendered and not withdrawn will be
         accepted for payment;

                  (2) the purchase price (including the amount of accrued
         interest) and the purchase date (which shall be no earlier than 30 days
         nor later than 45 days from the date such notice is mailed, other than
         as may be required by law) (the "Change of Control Payment Date");

                  (3) that any Note not tendered will continue to accrue
         interest;

                  (4) that, unless the Company defaults in making payment
         therefor, any Note accepted for payment pursuant to the Change of
         Control Offer shall cease to accrue interest after the Change of
         Control Payment Date;

                  (5) that Holders electing to have a Note purchased pursuant to
         a Change of Control Offer will be required to surrender the Note, with
         the form entitled "Option of Holder to Elect Purchase" on the reverse
         of the Note completed, to the Paying Agent at the address specified in
         the notice prior to the close of business on the third Business Day
         prior to the Change of Control Payment Date;

                  (6) that Holders will be entitled to withdraw their election
         if the Paying Agent receives, not later than five Business Days prior
         to the Change of Control Payment Date, a telegram, telex, facsimile
         transmission or letter setting forth the name of the Holder, the

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<PAGE>

         principal amount of the Notes the Holder delivered for purchase and a
         statement that such Holder is withdrawing his election to have such
         Notes purchased;

                  (7) that Holders whose Notes are purchased only in part will
         be issued new Notes in a principal amount equal to the unpurchased
         portion of the Notes surrendered; provided that each Note purchased and
         each new Note issued shall be in an original principal amount of $1,000
         or integral multiples thereof; and

                  (8) the circumstances and relevant facts regarding such Change
         of Control.

         On or before the Change of Control Payment Date, the Company shall

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

                           (ii)     deposit with the Paying Agent U.S. Legal
                  Tender sufficient to pay the purchase price plus accrued
                  interest, if any, of all Notes so tendered and

                           (iii)    deliver to the Registrar Notes so accepted
                  together with an Officers' Certificate stating the Notes or
                  portions thereof being purchased by the Company. The Paying
                  Agent shall promptly mail to the Holders of Notes so accepted
                  payment in an amount equal to the purchase price plus accrued
                  interest, if any, and the Trustee shall promptly authenticate
                  and mail to such Holders new Notes equal in principal amount
                  to any unpurchased portion of the Notes surrendered. Any Notes
                  not so accepted shall be promptly mailed by the Company to the
                  Holder thereof.

         Any amounts remaining after the purchase of Notes pursuant to a Change
of Control Offer shall be returned by the Paying Agent to the Company.

         Neither the Company nor Holdings will be required to make a Change of
Control Offer upon a Change of Control if a third party makes a Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company or Holdings and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer at the price, including accrued and
unpaid interest, if any, at the times and in the manner specified in this
Indenture.

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

         SECTION 4.16. Limitation on Asset Sales.

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

                  (i)      The Company or the applicable Restricted Subsidiary,
         as the case may be, receives consideration at the time of such Asset
         Sale at least equal to the fair market value of the assets sold or
         otherwise disposed of (in each case as determined in good faith by the
         Company's Board of Directors or, in the case of an Asset Sale or series
         of related Asset Sales having a fair market value of less than $25
         million, senior management),

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

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

                           (B) the fair market value of any marketable
                  securities received by the Company or a Restricted Subsidiary
                  in exchange for any such assets that are converted into cash
                  within 90 days after such Asset Sale, and

                           (C) any Designated Noncash Consideration received by
                  the Company or any of its Restricted Subsidiaries in such
                  Asset Sale having an aggregate fair market value, when taken
                  together with all other Designated Noncash Consideration
                  received pursuant to this clause (C) since the Merger Date
                  that is at that time outstanding, not to exceed 10% of the
                  Consolidated Net Tangible Assets of the Company based on its
                  most recent consolidated balance sheet at the time of the
                  receipt of such Designated Noncash Consideration from such
                  Asset Sale (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 for purposes of this provision; and
                  provided, further, that the Company and its Restricted
                  Subsidiaries may make Asset Sales not exceeding $25 million in
                  the aggregate in each year for non-cash consideration; and

                  (iii)    in the event and to the extent that the Net Cash
         Proceeds received by the Company or any of its Restricted Subsidiaries
         from one or more Asset Sales occurring on or after the Merger Date in
         any period of 12 consecutive months exceed 10% of Consolidated Net
         Tangible Assets (determined as of the date closest to the commencement
         of such 12-month period for which a consolidated balance sheet of the
         Company and its Subsidiaries has been prepared), then the Company shall
         or shall cause the relevant Restricted Subsidiary, within 360 days
         after the date Net Cash Proceeds so received exceed 10% of Consolidated
         Net Tangible Assets, to apply such excess Net Cash Proceeds:

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                           (A) to prepay any Senior Debt or any Guarantor Senior
                  Debt of a Subsidiary Guarantor and, in the case of any prepaid
                  Senior Debt or Guarantor Senior Debt under any revolving
                  credit facility, effect a permanent reduction in the
                  availability under such revolving credit facility, or to so
                  prepay any Indebtedness of a Wholly Owned Restricted
                  Subsidiary,

                           (B) to make an Investment (or enter into a definitive
                  agreement committing to so invest within 360 days after the
                  date of such agreement and to make such Investment as provided
                  in such agreement) in properties and assets that replace the
                  properties and assets that were the subject of such Asset Sale
                  or in properties and assets that will be used in the business
                  of the Company and its Restricted Subsidiaries as it exists on
                  the date of such Asset Sale or in businesses that are the same
                  as such business of the Company and its Restricted
                  Subsidiaries on the date of such Asset Sale or similar or
                  reasonably related thereto ("Replacement Assets"), or

                           (C) a combination of prepayment and investment
                  permitted by the foregoing clauses (iii) (A) and (iii) (B).

Pending the final application of such Net Cash Proceeds, the Company may
temporarily reduce borrowings under the Credit Agreement or any other revolving
credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash
Equivalents, in each case in a manner not prohibited by this Indenture. Subject
to the last sentence of this paragraph, on the 361st day after an Asset Sale or
such earlier date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clause (iii) (A), (iii) (B) or (iii) (C) of the
second preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such
aggregate amount of Net Cash Proceeds which have not been applied (or committed
to be applied pursuant to a definitive agreement as described above) on or
before such Net Proceeds Offer Trigger Date as permitted in clauses (iii) (A),
(iii) (B) and (iii) (C) of the second preceding sentence (each a "Net Proceeds
Offer Amount") shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net
Proceeds Offer Payment Date") not less than 30 nor more than 60 days following
the applicable Net Proceeds Offer Trigger Date, from all Holders (and, if
required by the terms of any other Indebtedness of the Company ranking pari
passu with the Notes in right of payment and which has similar provisions
requiring the Company either to make an offer to repurchase or to otherwise
repurchase, redeem or repay such Indebtedness with the proceeds from Asset Sales
(the "Pari Passu Indebtedness"), from the holders of such Pari Passu
Indebtedness) on a pro rata basis (in proportion to the respective principal
amounts or accreted value, as the case may be, of the Notes and any such Pari
Passu Indebtedness) an aggregate principal amount of Notes (plus, if applicable,
an aggregate principal amount or accreted value, as the case may be, of Pari
Passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to
100% of the principal amount of the Notes (or 100% of the principal amount or
accreted value, as the case may be, of such Pari Passu Indebtedness), plus
accrued and unpaid interest thereon, if any, to the date of purchase; provided,
however, that if at any time any non-cash consideration (including any
Designated Noncash Consideration) received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset Sale
is converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in

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accordance with this covenant. The Company may defer the Net Proceeds Offer
until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in
excess of $10 million resulting from one or more Asset Sales (at which time the
entire unutilized Net Proceeds Offer Amount, and not just the amount in excess
of $10 million, shall be applied as required pursuant to this paragraph, and in
which case the Net Proceeds Offer Trigger Date shall be deemed to be the
earliest date that the Net Proceeds Offer Amount is equal to or in excess of $10
million).

         In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under the covenant described
under Section 5.01, the successor corporation shall be deemed to have sold the
properties and assets of the Company and its Restricted Subsidiaries not so
transferred for purposes of this covenant, and shall comply with the provisions
of this covenant with respect to such deemed sale as if it were an Asset Sale.
In addition, the fair market value of such properties and assets of the Company
or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash
Proceeds for purposes of this covenant.

         Each Net Proceeds Offer will be mailed to the record Holders as shown
on the register of Holders within 25 days following the Net Proceeds Offer
Trigger Date, with a copy to the Trustee, and shall comply with the procedures
set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer,
Holders may elect to tender their Notes in whole or in part in integral
multiples of $1,000 in exchange for cash.

         To the extent that the aggregate principal amount of Notes (plus, if
applicable, the aggregate principal amount or accreted value, as the case may
be, of Pari Passu Indebtedness) validly tendered by the holders thereof and not
withdrawn exceeds the Net Proceeds Offer Amount, Notes of tendering Holders
(and, if applicable, Pari Passu Indebtedness tendered by the holders thereof)
will be purchased on a pro rata basis (based on the principal amount of the
Notes and, if applicable, the principal amount or accreted value, as the case
may be, of any such Pari Passu Indebtedness tendered and not withdrawn). To the
extent that the aggregate amount of the Notes (plus, if applicable, the
aggregate principal amount or accreted value, as the case may be, of any Pari
Passu Indebtedness) tendered pursuant to a Net Proceeds Offer is less than the
Net Proceeds Offer Amount, the Company may use such excess Net Proceeds Offer
Amount for general corporate purposes or for any other purpose not prohibited by
the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds
Offer Amount shall be reset at zero. A Net Proceeds Offer shall remain open for
a period of 20 Business Days or such longer period as may be required by law.

         (b) Each notice of a Net Proceeds Offer pursuant to this Section 4.16
shall be mailed by first class mail, by the Company within 25 days following the
Net Proceeds Offer Trigger Date to all Holders at their last registered
addresses as of a date within 15 days of the mailing of such notice, with a copy
to the Trustee and each Paying Agent. The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Net Proceeds Offer and shall state the following terms:

                  (i)      that the Net Proceeds Offer is being made pursuant to
         Section 4.16 and that all Notes tendered will be accepted for payment;
         provided however, that if the aggregate principal amount of Notes
         tendered in a Net Proceeds Offer exceeds the aggregate amount of the
         Net Proceeds Offer, the Company shall select the Notes to be purchased
         on a pro rata basis (with such adjustments as may be deemed appropriate
         by

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<PAGE>

         the Company so that only Notes in denominations of $1,000 or multiples
         thereof shall be purchased);

                  (ii)     the purchase price (including the amount of accrued
         interest) and the purchase date (which shall be 20 Business Days from
         the date of mailing of notice of such Net Proceeds Offer, or such
         longer period as required by law) (the "Proceeds Purchase Date");

                  (iii)    that any Note not tendered will continue to accrue
         interest;

                  (iv)     that, unless the Company defaults in making payment
         therefor, any Note accepted for payment pursuant to the Net Proceeds
         Offer shall cease to accrue interest after the Proceeds Purchase Date;

                  (v)      that Holders electing to have a Note purchased
         pursuant to a Net Proceeds Offer will be required to surrender the
         Note, with the form entitled "Option of Holder to Elect Purchase" on
         the reverse of the Note completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the third
         Business Day prior to the Proceeds Purchase Date;

                  (vi)     that Holders will be entitled to withdraw their
         election if the Paying Agent receives, not later than five Business
         Days prior to the Proceeds Purchase Date, a telegram, telex, facsimile
         transmission or letter setting forth the name of the Holder, the
         principal amount of the Notes the Holder delivered for purchase and a
         statement that such Holder is withdrawing his election to have such
         Note purchased; and

                  (vii)    that Holders whose Notes are purchased only in part
         will be issued new Notes in a principal amount equal to the unpurchased
         portion of the Notes surrendered; provided that each Note purchased and
         each new Note issued shall be in an original principal amount of $1,000
         or integral multiples thereof;

         On or before the Proceeds Purchase Date, the Company shall (i) accept
for payment Notes or portions thereof tendered pursuant to the Net Proceeds
Offer which are to be purchased in accordance with item (b)(i) above, (ii)
deposit with the Paying Agent U.S. Legal Tender sufficient to pay the purchase
price plus accrued interest, if any, of all Notes to be purchased and (iii)
deliver to the Paying Agent Notes so accepted together with an Officers'
Certificate stating the Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail to the Holders of Notes so
accepted payment in an amount equal to the purchase price plus accrued interest,
if any.

         The Company or the applicable Restricted Subsidiary, as the case may
be, will comply with the requirements of Rule 14e-l under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of Notes pursuant
to a Net Proceeds Offer. To the extent that the provisions of any securities
laws or regulations conflict with this Section 4.16, the Company or such
Restricted Subsidiary shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.16 by virtue thereof.

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<PAGE>

         Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries will be permitted to consummate an Asset Swap if:

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

                  (ii)     in the event that such Asset Swap involves an
         aggregate amount in excess of $10 million, the terms of such Asset Swap
         have been approved by a majority of the members of the Board of
         Directors of the Company.

         SECTION 4.17. Limitation on Preferred Stock of Restricted Subsidiaries.

         The Company shall not permit any of its Restricted Subsidiaries (other
than a Receivables Subsidiary or a Special Purpose Vehicle) to issue any
Preferred Stock (other than to the Company or to a Wholly Owned Restricted
Subsidiary of the Company) or permit any Person (other than the Company or a
Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of
any Restricted Subsidiary of the Company (other than a Receivables Subsidiary or
a Special Purpose Vehicle).

         SECTION 4.18. Limitation on Liens.

         The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens of any kind against or upon any property or
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Merger Date or acquired after the Merger Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom for
purposes of security unless:

                  (i)      in the case of Liens securing Indebtedness that is
         expressly subordinate or junior in right of payment to the Notes, the
         Notes are secured by a Lien on such property, assets or proceeds or
         such right to receive income or profits, as the case may be, that is
         senior in priority to such Liens and

                  (ii)     in all other cases, the Notes are equally and ratably
         secured, except for

                           (A) Liens existing as of the Merger Date to the
                  extent and in the manner such Liens are in effect on the
                  Merger Date;

                           (B) Liens securing Senior Debt or Guarantor Senior
                  Debt;

                           (C) Liens securing the Notes;

                           (D) Liens of the Company or a Wholly Owned Restricted
                  Subsidiary of the Company on assets of any Restricted
                  Subsidiary of the Company;

                           (E) Liens securing Refinancing Indebtedness which is
                  incurred to Refinance any Indebtedness which has been secured
                  by a Lien permitted under this Indenture and which has been
                  incurred in accordance with the provisions of this Indenture;
                  provided, however, that such Liens

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<PAGE>

                                    (1)     are not materially less favorable to
                           the Holders and are not materially more favorable to
                           the lienholders with respect to such Liens than the
                           Liens in respect of the Indebtedness being Refinanced
                           and

                                    (2)     do not extend to or cover any
                           property or assets of the Company or any of its
                           Restricted Subsidiaries not securing the Indebtedness
                           so Refinanced; and

                           (F) Permitted Liens.

         SECTION 4.19. Limitation on Guarantees by Domestic Restricted
Subsidiaries.

         The Company will not permit any of its domestic Restricted Subsidiaries
that is not a Subsidiary Guarantor, directly or indirectly, by way of the pledge
of any intercompany note or otherwise, to assume, guarantee or in any other
manner become liable with respect to any Indebtedness of the Company or any
other Restricted Subsidiary (other than Permitted Indebtedness of a Restricted
Subsidiary), unless, in any such case, such Restricted Subsidiary simultaneously
executes and delivers to the Trustee a supplemental indenture to this Indenture,
providing a Guarantee of such Restricted Subsidiary substantially similar to the
Guarantee of the Subsidiary Guarantors contained in Article Eleven (except that
the Guarantee of such Restricted Subsidiary will be a senior subordinated
obligation of such Restricted Subsidiary and will be limited in amount as
described in the immediately following paragraph), which Guarantee shall be a
senior subordinated obligation of such Restricted Subsidiary and shall be
subordinated in right of payment to all Guarantor Senior Debt of such Restricted
Subsidiary on terms substantially similar to those described in Article 12.
Neither the Company nor any such Restricted Subsidiary shall be required to make
a notation on the Notes to reflect any such subsequent Guarantee. Nothing
contained in this paragraph shall be construed to permit any Restricted
Subsidiary of the Company to incur Indebtedness otherwise prohibited by the
Indenture or the Credit Agreement.

         Each Guarantee of a Restricted Subsidiary will be limited in amount to
an amount not to exceed the maximum amount that can be guaranteed by such
Restricted Subsidiary without rendering such Guarantee, as it relates to such
Restricted Subsidiary, void or voidable under applicable laws relating to
fraudulent conveyance or fraudulent transfer or other similar laws affecting the
rights of creditors generally.

         Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary shall provide by its terms that it shall be automatically and
unconditionally released and discharged, without any further action required on
the part of the Trustee or any Holder, upon:

                  (i)      the unconditional release of such Restricted
         Subsidiary from its liability in respect of the Indebtedness in
         connection with which such Guarantee was executed and delivered
         pursuant to the second preceding paragraph; or

                  (ii)     any sale or other disposition (by merger or
         otherwise) to any Person which is not a Restricted Subsidiary of the
         Company, of all of the Company's Capital Stock in, or all or
         substantially all of the assets of, such Restricted Subsidiary;
         provided that

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<PAGE>

                           (a)      such sale or disposition of such Capital
                  Stock or such assets is otherwise in compliance with the terms
                  of this Indenture, and

                           (b)      such assumption, guarantee or other
                  liability of such Restricted Subsidiary has been released by
                  the holders of the other Indebtedness so guaranteed.

         SECTION 4.20. Restriction of Lines of Business to Food, Food
Distribution and Related Businesses.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any material business activity except for food, food distribution
and related businesses.

         SECTION 4.21. Rule 144A Information.

         If and to the extent required to permit resales or other transfers of
the Notes to be made pursuant to Rule 144A, the Company will prepare and will
furnish to any Holder of Notes, any beneficial owner of Notes (including,
without limitation, any owner of a beneficial interest in a Global Note) and any
prospective purchaser or other prospective transferee of Notes designated by a
Holder or beneficial owner of Notes, promptly upon request and at the expense of
the Company, the financial statements and other information specified in Rule
144A(d)(4) (or any successor provision thereto).

                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION

         SECTION 5.01. Merger, Consolidation and Sale of Assets of the Company.

         (a) The Company will not, in a single transaction or a series of
related transactions, consolidate or merge with or into any Person, or sell,
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and its Restricted
Subsidiaries), whether as an entirety or substantially as an entirety, to any
Person unless:

                  (1) either: (A) the Company shall be the surviving or
         continuing corporation or (B) the Person (if other than the Company)
         formed by such consolidation or into which the Company is merged or the
         Person which acquires by sale, assignment, transfer, lease, conveyance
         or other disposition the properties and assets of the Company and its
         Restricted Subsidiaries as an entirety or substantially as an entirety
         (the "Surviving Entity") (x) shall be a corporation organized and
         validly existing under the laws of the United States or any state
         thereof or the District of Columbia and (y) shall expressly assume, by
         supplemental indenture (in form and substance reasonably satisfactory
         to the Trustee), executed and delivered to the Trustee, the due and
         punctual payment of the principal of and premium, if any, and interest
         (including, without limitation, any Additional Interest) on all of the
         Notes and the performance of every covenant of the

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         Notes, this Indenture and the Registration Rights Agreement on the part
         of the Company to be performed or observed;

                  (2) immediately after giving effect to such transaction and
         the assumption contemplated by clause (l)(B)(y) above (including giving
         effect to any Indebtedness and Acquired Indebtedness incurred or
         anticipated to be incurred in connection with or in respect of such
         transaction), the Company or such Surviving Entity, as the case may be,
         shall be able to incur at least $1.00 of additional Indebtedness (other
         than Permitted Indebtedness) in compliance with Section 4.12;

                  (3) immediately before and immediately after giving effect to
         such transaction and the assumption contemplated by clause (l)(B)(y)
         above (including, without limitation, giving effect to any Indebtedness
         and Acquired Indebtedness incurred or anticipated to be incurred and
         any Lien granted in connection with or in respect of such transaction),
         no Default or Event of Default shall have occurred and be continuing;
         and

                  (4) the Company or the Surviving Entity, as the case may be,
         shall have delivered to the Trustee an Officers' Certificate and an
         Opinion of Counsel, each stating that such consolidation, merger, sale,
         assignment, transfer, lease, conveyance or other disposition and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture complies with the applicable provisions of
         this Indenture and that all conditions precedent in this Indenture
         relating to such transaction have been satisfied.

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

         (c) Notwithstanding the foregoing, the merger of the Company with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction shall be permitted without regard to Section 5.01 (a)(2)
hereof.

         (d) Notwithstanding the foregoing, the Merger Transaction shall be
permitted without regard to Section 5.01 (a) hereof.

         SECTION 5.02. Successor Corporation Substituted for the Company.

         Upon any consolidation or merger of the Company or any sale,
assignment, transfer, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with the foregoing
in which the Company is not the continuing corporation, the successor Person
formed by such consolidation or into which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture and the Notes with the same effect as if
such Surviving Entity had been named as such; provided, however, that the
Company shall not be released from its obligations under this Indenture or the
Notes in the case of a lease.

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<PAGE>

         SECTION 5.03. Merger, Consolidation and Sale of Assets of Holdings.

         (a) Holdings will not, in a single transaction or a series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Subsidiary of Holdings to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of Holdings' assets (determined on a
consolidated basis for Holdings and its Subsidiaries), whether as an entirety or
substantially as an entirety, to any Person unless:

                  (1) either: (A) Holdings shall be the surviving or continuing
         corporation or (B) the Person (if other than Holdings) formed by such
         consolidation or into which Holdings is merged or the Person which
         acquires by sale, assignment, transfer, lease, conveyance or other
         disposition the properties and assets of Holdings as an entirety or
         substantially as an entirety (the "Surviving Parent Entity') (x) shall
         be a corporation organized and validly existing under the laws of the
         United States or any state thereof or the District of Columbia and (y)
         shall expressly assume, by supplemental indenture (in form and
         substance reasonably satisfactory to the Trustee), executed and
         delivered to the Trustee, the obligations of Holdings of the due and
         punctual payment of the principal of and premium, if any, and interest
         (including, without limitation, any Additional Interest) on the Notes
         and all of Holdings' obligations under this Indenture, including its
         Guarantee;

                  (2) Holdings or such Surviving Parent Entity, as the case may
         be, shall not, immediately after giving effect to such transaction or
         series of transactions, be in default in the performance of any
         covenants or obligations of Holdings or Surviving Parent Entity under
         this Indenture, including its Guarantee; and

                  (3) Holdings or such Surviving Parent Entity, as the case may
         be, shall have delivered to the Trustee an Officers' Certificate and an
         Opinion of Counsel, each stating that such consolidation, merger, sale,
         assignment, transfer, lease, conveyance or other disposition and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture complies with the applicable provisions of
         this Indenture and that all conditions precedent in this Indenture
         relating to such transaction have been satisfied.

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

         (c) Notwithstanding the foregoing, the merger of Holdings with and into
the Company shall be permitted without regard to compliance with the covenant
described in the second preceding paragraph; provided that such merger shall be
permitted pursuant to and shall comply with the requirements of Section 5.01 and
5.02.

         SECTION 5.04. Successor Corporation Substituted for Holdings.

         Upon any consolidation or merger of Holdings or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of Holdings in accordance

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<PAGE>

with the foregoing in which Holdings is not the continuing corporation, the
successor Person formed by such consolidation or into which Holdings is merged
or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for, and may exercise
every right and power of, Holdings under this Indenture, including its
Guarantee, with the same effect as if such Surviving Parent Entity had been
named as such; provided, however, that Holdings shall not be released from its
obligations under this Indenture, including its Guarantee, in the case of a
lease.

         SECTION 5.05. Merger, Consolidation and Sale of Assets of Subsidiary
Guarantors.

         (a) Each Subsidiary Guarantor (other than any Subsidiary Guarantor
whose Guarantee is to be released in accordance with the terms of this
Indenture) will not, and the Company will not cause or permit any Subsidiary
Guarantor (other than any Subsidiary Guarantor whose Guarantee is to be released
in accordance with this Indenture) to, in a single transaction or series of
related transactions, consolidate or merge with or into any Person other than
the Company or any other Subsidiary Guarantor, unless:

                  (i)      the entity formed by or surviving any such
         consolidation or merger (if other than the Subsidiary Guarantor) is a
         corporation organized and existing under the laws of the United States
         or any State thereof or the District of Columbia;

                  (ii)     such entity assumes by supplemental indenture all of
         the obligations of the obligations of the Subsidiary Guarantor on its
         Guarantee;

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

                  (iv)     immediately after giving effect to such transaction
         and the use of any net proceeds therefrom on a pro forma basis, the
         Company could satisfy the provisions of Section 5.01 (a)(2); and

                  (v)      such entity shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation or merger and, if a supplemental indenture is required in
         connection with such transaction, such supplemental indenture complies
         with the applicable provisions of this Indenture and that all
         conditions precedent in this Indenture relating to such transaction
         have been satisfied.

         SECTION 5.06. Successor Corporation Substituted for Subsidiary
Guarantors

         Upon any consolidation or merger of a Subsidiary Guarantor in
accordance with the foregoing in which such Subsidiary Guarantor is not the
continuing corporation, the successor Person formed by such consolidation or
into which such Subsidiary Guarantor is merged shall succeed to, and be
substituted for, and may exercise every right and power of, such Guarantor under
this Indenture, including its Guarantee, with the same effect as if such
successor Person had been named as such; provided, however, that such Guarantor
shall not be released from its obligations under this Indenture, including its
Guarantee, in the case of a lease.

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                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

         SECTION 6.01. Events of Default.

         The following events are "Events of Default":

         (1) the failure to pay interest (including, without limitation, any
Additional Interest) on any Notes when the same becomes due and payable and the
Default continues for a period of 30 days (whether or not such payment shall be
prohibited by Article Ten of this Indenture); or

         (2) the failure to pay the principal on any Notes when such principal
becomes due and payable, at maturity, upon redemption or otherwise (including
the failure to make a payment to purchase Notes tendered pursuant to a Change of
Control Offer or a Net Proceeds Offer) (whether or not such payment shall be
prohibited by Article Ten); or

         (3) a default by the Company, Holdings or any Subsidiary Guarantor in
the observance or performance of any other covenant or agreement contained in
this Indenture and which default continues for a period of 30 days after written
notice specifying the default (and demanding that such default be remedied) is
received by the Company from the Trustee or by the Company and the Trustee from
the Holders of at least 25% of the outstanding principal amount of the Notes; or

         (4) the failure to pay at final stated maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount of any
Indebtedness for borrowed money of the Company or any Restricted Subsidiary of
the Company or the acceleration of the final stated maturity of any such
Indebtedness, in either case, if the aggregate principal amount of such
Indebtedness, together with the aggregate principal amount of any other such
Indebtedness in default for failure to pay principal at final stated maturity or
which has been accelerated, aggregates $25 million or more at any time; or

         (5) one or more judgments for the payment of money in an aggregate
amount in excess of $25 million (to the extent not covered by insurance) shall
have been rendered against the Company or any of its Restricted Subsidiaries and
such judgments remain undischarged, unpaid or unstayed for a period of 60 days
after such judgment or judgments become final and non-appealable; or

         (6) the Company or any Significant Subsidiary of the Company (A)
commences a voluntary case or proceeding under any Bankruptcy Law with respect
to itself, (B) consents to the entry of a judgment, decree or order for relief
against it in an involuntary case or proceeding under any Bankruptcy Law, (C)
consents to the appointment of a Custodian of it or for substantially all of its
property, (D) consents to or acquiesces in the institution of a bankruptcy or an
insolvency proceeding against it, (E) makes a general assignment for the benefit
of its creditors, or (F) takes any corporate action to authorize or effect any
of the foregoing; or

         (7) a court of competent jurisdiction enters a judgment, decree or
order for relief in respect of the Company or any Significant Subsidiary of the
Company in an involuntary case or proceeding under any Bankruptcy Law, which
shall (A) approve as properly filed a petition

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seeking reorganization, arrangement, adjustment or composition in respect of the
Company or any such Significant Subsidiary, (B) appoint a Custodian of the
Company or any such Significant Subsidiary or for substantially all of its
property or (C) order the winding-up or liquidation of its affairs; and such
judgment, decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

         (8) the failure of a Guarantee of the Notes given by a Guarantor to be
in full force and effect (except if such Guarantee shall have been released and
discharged pursuant to the terms of this Indenture) or the denial or
disaffirmation of such obligations by a Guarantor.

         SECTION 6.02. Acceleration.

         (a) If an Event of Default (other than an Event of Default specified in
Section 6.01(6) or (7) with respect to the Company) occurs and is continuing and
has not been waived pursuant to Section 6.04, then the Trustee or the Holders of
at least 25% in principal amount of outstanding Notes may declare the principal
of and accrued interest on all the Notes to be due and payable by notice in
writing to the Company and the Trustee specifying the respective Event of
Default and that it is a "notice of acceleration" (the "Acceleration Notice"),
and the same (i) shall become immediately due and payable; or (ii) if there are
any amounts outstanding under the Credit Agreement, shall become immediately due
and payable upon the first to occur of an acceleration under the Credit
Agreement or five Business Days after receipt by the Company and the
Representative under the Credit Agreement of such Acceleration Notice, but only
if such Event of Default is then continuing. Upon any such declaration, but
subject to the immediately preceding sentence, such amount shall be immediately
due and payable.

         (b) If an Event of Default specified in Section 6.01(6) or (7) occurs
and is continuing with respect to the Company, all unpaid principal of and
premium, if any, and accrued and unpaid interest on all of the outstanding Notes
shall ipso facto become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.

         (c) At any time after the delivery of an Acceleration Notice with
respect to the Notes in accordance with Section 6.02(a), the Holders of a
majority in principal amount of the outstanding Notes may, on behalf of the
Holders of all of the Notes, rescind and cancel such declaration and its
consequences: (i) if the rescission would not conflict with any judgment or
decree; (ii) if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration; (iii) to the extent the payment of such interest is lawful,
interest on overdue installments of interest and overdue principal which has
become due otherwise than by such declaration of acceleration, has been paid;
(iv) if the Company has paid the Trustee its reasonable compensation and
reimbursed the Trustee for its expenses, disbursements and advances and any
other amounts due the Trustee under this Indenture; and (v) in the event of the
cure or waiver of an Event of Default of the type described in Section 6.01(6)
or (7), the Trustee shall have received an Officers' Certificate and an Opinion
of Counsel that such Event of Default has been cured or waived. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

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         SECTION 6.03. Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of or interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder 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 to the extent permitted by
law.

         SECTION 6.04. Waiver of Past Defaults.

         Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority in
principal amount of the outstanding Notes by notice to the Trustee may waive an
existing Default or Event of Default and its consequences, except a Default in
the payment of principal of or interest on any Note as specified in clauses (1)
and (2) of Section 6.01. When a Default or Event of Default is waived, it is
cured and ceases.

         SECTION 6.05. Control by Majority.

         Subject to all provisions of this Indenture and applicable law, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it, including, without limitation, any remedies provided for in Section 6.03.
Subject to Section 7.01, however, the Trustee may refuse to follow any direction
that the Trustee reasonably believes conflicts with any law or this Indenture,
that the Trustee determines may be unduly prejudicial to the rights of another
Holder, or that may involve the Trustee in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and provided further that this provision shall
not affect the rights of the Trustee set forth in Section 7.01(d).

         SECTION 6.06. Limitation on Suits.

         A Holder may not pursue any remedy with respect to this Indenture or
the Notes unless:

         (1) the Holder gives to the Trustee written notice of a continuing
Event of Default;

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

         (3) such Holders offer to the Trustee indemnity in its sole discretion
satisfactory to the Trustee against any loss, liability or expense to be
incurred in compliance with such request;

         (4) the Trustee does not comply with the request within 45 days after
receipt of the request and the offer of satisfactory indemnity; and

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         (5) during such 45-day period the Holders of a majority in principal
amount of the outstanding Notes do not give the Trustee a direction which, in
the opinion of the Trustee, is inconsistent with the request.

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

         SECTION 6.07. Rights of Holders To Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest on a Note, on or after
the respective due dates expressed in such Note, 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 in payment of principal or interest specified in
clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount of principal and
accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest at the rate set forth in Section 4.01 and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and its counsel, and any other amounts due the Trustee
under 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
(including any claim for the reasonable expenses and disbursements of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07) and the Holders allowed in any judicial proceedings relating to
the Company or any other obligor upon the Notes, any of their respective
creditors or any of their respective property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings is hereby authorized by each Holder to make such
payments to the Trustee and, in die event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable expenses and disbursements of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07. The Company's payment obligations under this Section 6.09 shall be secured
in accordance with the provisions of Section 7.07 hereunder. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

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         SECTION 6.10. Priorities.

         If the Trustee collects any money or property pursuant to this Article
Six, it shall pay out the money in the following order:

                  First: to the Trustee for any and all amounts due and owing
         under Section 7.07;

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

                  Third: if the Holders are forced to proceed against the
         Company directly without the Trustee, to Holders for their collection
         costs; and

                  Fourth: to the Company or any other obligor on the Notes, as
         their interests may appear, or as a court of competent jurisdiction may
         direct.

         The Trustee, upon prior notice to the Company, may fix a record date
and payment date for any payment to Holders pursuant to this Section 6.10.

         SECTION 6.11. Undertaking for Costs.

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

                                  ARTICLE SEVEN

                                     TRUSTEE

         SECTION 7.01. Duties of Trustee.

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

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

                  (1) The Trustee need perform only those duties as are
         specifically set forth in this Indenture and no covenants or
         obligations shall be implied in this Indenture against the Trustee.

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                  (2) In the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture, but need not confirm or investigate the accuracy of
         the mathematical calculations or other facts stated therein.

         (c) Notwithstanding anything to the contrary herein contained, 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 7.01.

                  (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.

                  (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 6.02, 6.04 or 6.05.

         (d) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur any 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 for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

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

         SECTION 7.02. Rights of Trustee.

         Subject to Section 7.01:

                  (a) The Trustee may conclusively rely and shall be fully
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, note or other paper or 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
         consult with counsel of its choice and the advice or any opinion of
         counsel shall be full and complete authorization and protection with
         respect of any action taken or omitted by it hereunder in good faith
         and in accordance with such advice or opinion of counsel and may
         require an

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         Officers' Certificate, an Opinion of Counsel or both, which shall
         conform to Sections 13.04 and 13.05. The Trustee shall not be liable
         for any action it takes or omits to take in good faith in reliance on
         such Officers' Certificate or Opinion of Counsel.

                  (c) The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or indirectly
         or by or through agents, attorneys, custodians or nominees and the
         Trustee shall not be responsible for the misconduct or negligence of
         any agent, attorney, custodian or nominee appointed with due care.

                  (d) The Trustee shall not be liable for any action that it
         takes or omits to take in good faith which it reasonably believes to be
         authorized or within its rights or powers.

                  (e) The Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, notice, request, direction, consent,
         order, bond, debenture, or other paper or document, 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, upon reasonable notice to the Company and to the extent
         reasonably related to such facts or matters to examine the books,
         records, and premises of the Company, personally or by agent or
         attorney and to consult with the officers and representatives of the
         Company, including the Company's accountants and attorneys.

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

                  (g) The Trustee shall not be required to give any bond or
         surety in respect of the performance of its powers and duties
         hereunder.

                  (h) The Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Indenture.

                  (i) The Trustee shall not be deemed to have notice of any
         Default or Event of Default unless a Trust 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 set forth in Section 13.02 hereof, and such
         notice references the Notes and this Indenture.

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

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                  (k) 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.

                  (l) Anything in this Indenture to the contrary
         notwithstanding, in no event shall the Trustee, be liable under or in
         connection with this Indenture for indirect, special, incidental,
         punitive or consequential losses or damages of any kind whatsoever,
         including but not limited to lost profits, whether or not foreseeable,
         even if the Trustee, has been advised of the possibility thereof and
         regardless of the form of action in which such damages are sought.

         SECTION 7.03. Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
 owner or pledgee of Notes and may otherwise deal with the Company, any
 Subsidiary of the Company or their respective Affiliates with the same rights
 it would have if it were not Trustee. Any 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 recitals contained herein and in the Notes shall be taken as
 statements of the Company and the Trustee assumes no responsibility for their
 correctness. The Trustee makes no representation as to the validity or adequacy
 of this Indenture or the Notes, and it shall not be accountable for the
 Company's use of the proceeds from the Notes, and it shall not be responsible
 for any statement of the Company in this Indenture or the Notes other than the
 Trustee's certificate of authentication.

         SECTION 7.05. Notice of Default.

         If a Default or an Event of Default occurs and is continuing and if it
is actually known to a Trust Officer of the Trustee, the Trustee shall mail to
each Holder notice of the uncured Default or Event of Default within 90 days
after such Default or Event of Default occurs. Except in the case of a Default
or an Event of Default in payment of principal of, or interest on, any Note,
including an accelerated payment and the failure to make payment on the Change
of Control Payment Date pursuant to a Change of Control Offer or on the Proceeds
Purchase Date pursuant to a Net Proceeds Offer and, except in the case of a
failure to comply with Article Five hereof, the Trustee may withhold such notice
if and so long as its Board of Directors, the executive committee of its Board
of Directors or a committee of its directors and/or Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders.

         SECTION 7.06. Reports by Trustee to Holders.

         Within 60 days after each May 15, the Trustee shall, to the extent that
any of the events described in TIA Section 313(a) occurred within the previous
twelve months, but not otherwise, mail to each Holder a brief report dated as of
such date that complies with TIA Section 313(a). The Trustee also shall comply
with TIA Sections 313(b), (c) and (d).

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         A copy of each report at the time of its mailing to Holders shall be
 mailed to the Company and filed with the SEC and each stock exchange, if any,
 on which the Notes are listed.

         The Company shall promptly notify the Trustee in writing if the Notes
become listed on any stock exchange and the Trustee shall comply with TIA
Section 313(d).

         SECTION 7.07. Compensation and Indemnity.

         The Company shall pay to the Trustee and each Agent from time to time
 such compensation for their respective services as the Company and the Trustee
 and each Agent may from time to time agree. 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 fees and
 expenses, including reasonable and documented out-of-pocket expenses incurred
 or made by it in connection with the performance of its duties under this
 Indenture. Such expenses shall include the reasonable fees and expenses of the
 Trustee's and such Agent's agents, consultants and counsel.

         The Company shall indemnify the Trustee and each Agent and their
respective agents, employees, stockholders and directors and officers for, and
hold them harmless against, any loss, liability or expense incurred by them
except for such actions to the extent caused by any negligence, bad faith or
willful misconduct on their part, arising out of or in connection with the
acceptance or administration of this trust including the reasonable costs and
expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their rights, powers or duties
hereunder. The Trustee and each Agent shall notify the Company as soon as
practicable of any claim asserted against the Trustee or such Agent for which it
may seek indemnity. At the Trustee's or such Agent's, as the case may be, sole
discretion, the Company shall defend the claim and the Trustee or such Agent, as
the case may be, shall cooperate and may participate in the defense; provided
that any settlement of a claim shall be approved in writing by the Trustee or
such Agent, as the case may be. Alternatively, the Trustee or such Agent, as the
case may be, may at its option have separate counsel of its own choosing and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its written consent. The Company
need not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through its negligence, bad faith or willful
misconduct.

         To secure the Company's payment obligations in this Section 7.07, the
 Trustee shall have a lien prior to the Notes on all assets or money held or
 collected by the Trustee, in its capacity as Trustee, except assets or money
 held in trust to pay principal of or interest on particular Notes. The
 Trustee's right to receive payment of any amounts due under this Section 7.07
 shall not be subordinate to any other liability or indebtedness of the Company
 (even though the Notes may be subordinate to such other liability or
 indebtedness).

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(6) or (7) shall have occurred, such expenses
and the compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law; provided, however, that this shall not
affect the Trustee's rights as set forth in the preceding paragraph or Section
6.10.

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         The Company's obligations under this Section 7.07 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article Eight or other termination of
this Indenture and any rejection or termination of this Indenture under any
Bankruptcy Law.

         SECTION 7.08. Replacement of Trustee.

         The Trustee may resign by so notifying the Company. The Holders of a
 majority in principal amount of the outstanding Notes may remove the Trustee by
 so notifying the Company and the Trustee in writing and may appoint a successor
 Trustee reasonably acceptable to the Company. The Company may 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 becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
 office of Trustee for any reason, the Company shall notify each Holder of such
 event and shall promptly appoint a successor Trustee. Within one year after the
 successor Trustee takes office, the Holders of a majority in principal amount
 of the Notes may appoint a successor Trustee reasonably acceptable to the
 Company to replace the successor Trustee appointed by the Company.

         A successor Trustee shall deliver a written acceptance of its
 appointment to the retiring Trustee and to the Company. Immediately thereafter,
 the retiring Trustee shall transfer all property held by it as Trustee to the
 successor Trustee, subject to the lien provided in Section 7.07, 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. A successor Trustee shall mail notice of its succession
 to each Holder.

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

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

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

         SECTION 7.09. Successor Trustee by Merger, Etc.

         If the Trustee consolidates with, merges or converts into, or transfers
 all or substantially all of its corporate trust business to another
 corporation, the resulting, surviving or transferee corporation without any
 further act shall, if such resulting, surviving or transferee corporation is

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otherwise eligible hereunder, be the successor Trustee; provided that such
corporation shall be otherwise qualified and eligible under this Article Seven.

         SECTION 7.10. Eligibility; Disqualification.

         This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(l), (2) and (5). The Trustee (or, in the case
of a corporation included in a bank holding company system, the related bank
holding company) shall have a combined capital and surplus of at least $50
million as set forth in its most recent published annual report of condition. In
addition, if the Trustee is a corporation included in a bank holding company
system, the Trustee, independently of such bank holding company, shall meet the
capital requirements of TIA Section 310(a)(2). The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(l) 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)(l) are met. The provisions of TIA Section 310 shall apply to
the Company, as obligor of the Notes.

         SECTION 7.11. Preferential Collection of Claims Against Company.

         The Trustee shall comply with TIA Section 31l(a), excluding any
creditor relationship listed in TIA Section 31l(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 31l(a) to the extent indicated
therein. The provisions of TIA Section 311 shall apply to the Company, as
obligor on the Notes.

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

         SECTION 8.01. Termination of the Company's Obligations.

         The Company may terminate its obligations under the Notes and this
Indenture, except those obligations referred to in the penultimate paragraph of
this Section 8.01, if all Notes previously authenticated and delivered (other
than destroyed, lost or stolen Notes which have been replaced or paid or Notes
for whose payment U.S. Legal Tender has theretofore been deposited with the
Trustee or the Paying Agent in trust or segregated and held in trust by the
Company and thereafter repaid to the Company, as provided in Section 8.05) have
been delivered to the Registrar for cancellation and the Company has paid all
sums payable by it hereunder, and the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent providing for or relating to the termination of the
Company's obligations under the Notes and this Indenture have been complied
with, or if:

                  (a) either (i) pursuant to Article Three, the Company shall
         have given notice to the Trustee and each Paying Agent and mailed a
         notice of redemption to each Holder of the redemption of all of the
         Notes under arrangements satisfactory to the Trustee for the giving of
         such notice or (ii) all Notes have otherwise become due and payable
         hereunder;

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                  (b) the Company shall have irrevocably deposited or caused to
         be deposited with the Trustee or a trustee satisfactory to the Trustee,
         under the terms of an irrevocable trust agreement in form and substance
         satisfactory to the Trustee, as trust funds in trust solely for the
         benefit of the Holders for that purpose, U.S. Legal Tender in such
         amount as is sufficient without consideration of reinvestment of any
         interest thereon, to pay principal of, premium, if any, and interest on
         the outstanding Notes to maturity or redemption; provided that the
         Trustee shall have been irrevocably instructed to apply such U.S. Legal
         Tender to the payment of said principal, premium, if any, and interest
         with respect to the Notes and; provided, further, that from and after
         the time of deposit, the money deposited shall not be subject to the
         rights of holders of Senior Debt pursuant to the provisions of Article
         Ten;

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

                  (d) the Company shall have paid all other sums payable by it
         hereunder; and

                  (e) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent providing for or relating to the termination of
         the Company's obligations under the Notes and this Indenture have been
         complied with. Such Opinion of Counsel shall also state that such
         satisfaction and discharge does not result in a default under the
         Credit Agreement (if then in effect) or any other agreement or
         instrument then known to such counsel that binds or affects the
         Company.

         Notwithstanding the foregoing paragraph, the Company's obligations in
Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive
until the Notes are no longer outstanding pursuant to the last paragraph of
Section 2.08. After the Notes are no longer outstanding, the Company's
obligations in Sections 7.07, 8.05 and 8.06 shall survive.

         After such delivery or irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of the Company's obligations under
the Notes and this Indenture except for those surviving obligations specified
above.

         SECTION 8.02. Legal Defeasance and Covenant Defeasance.

         (a) The Company may, at its option by Board Resolution, at any time,
elect to have either paragraph (b) or (c) below be applied to all outstanding
Notes upon compliance with the conditions set forth in Section 8.03.

         (b) Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.03, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which

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shall thereafter be deemed to be "outstanding" only for the purposes of Section
8.04 hereof and the other Sections of this Indenture referred to in (i) and (ii)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), and Holders of the
Notes and any amounts deposited under Section 8.03 hereof shall cease to be
subject to any obligations to, or the rights of, any holder of Senior Debt under
Article Ten or otherwise, except for the following provisions, which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of outstanding Notes to receive solely from the trust fund described in
Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of and interest on such Notes when such payments are
due, (ii) the Company's obligations with respect to such Notes under Article Two
and Section 4.02 hereof, (iii) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and the Company's obligations in connection therewith
and (iv) this Article Eight. Subject to compliance with this Article Eight, the
Company may exercise its option under this paragraph (b) notwithstanding the
prior exercise of its option under paragraph (c) hereof.

         (c) Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.03 hereof, be released
from its obligations under the covenants contained in Sections 4.10 through 4.20
and Article Five hereof with respect to the outstanding Notes on and after the
date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes) and Holders of the Notes and any amounts deposited under Section 8.03
hereof shall cease to be subject to any obligations to, or the rights of, any
holder of Senior Debt under Article Ten or otherwise. For this purpose, such
Covenant Defeasance means that, with respect to the outstanding Notes, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event or Default under Section 6.01(3) hereof, but, except as
specified above, the remainder of this Indenture and such Notes shall be
unaffected thereby. In addition, upon the Company's exercise under paragraph (a)
hereof of the option applicable to this paragraph (c), subject to the
satisfaction of the conditions set forth in Section 8.03 hereof, Sections
6.01(4) and 6.01(5) shall not constitute Events of Default.

         SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (a) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, U.S. Legal Tender, non-callable
         U.S. Government Obligations or a combination thereof, in such amounts
         as will be sufficient, in the opinion of a nationally recognized firm
         of independent public accountants, to pay the principal of, premium, if

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         any, and interest on the Notes on the stated date for payment thereof
         or on the applicable Redemption Date, as the case may be;

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

                  (c) in the case of an election under Section 8.02(c) hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         in the United States reasonably acceptable to the Trustee confirming
         that the Holders of the Notes will not recognize income, gain or loss
         for federal income tax purposes as a result of such Covenant Defeasance
         and will be subject to federal income tax on the same amounts, in the
         same manner and at the same times as would have been the case if such
         Covenant Defeasance had not occurred;

                  (d) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the incurrence of Indebtedness all or a
         portion of the proceeds of which will be used to defease the Notes
         pursuant to this Article Eight concurrently with such incurrence) or
         insofar as Sections 6.01(6) and 6.01(7) hereof are concerned, at any
         time in the period ending on the 91st day after the date of such
         deposit (it being understood that this condition shall not be satisfied
         and such Legal Defeasance or Covenant Defeasance, as the case may be,
         shall not be effective until expiration of such 91-day period);

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

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

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

                  (h) the Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that (i) the trust funds will not be subject
         to any rights of any holders of Senior Debt, including, without
         limitation, those arising under this Indenture, and (ii) assuming no
         intervening bankruptcy or insolvency of the Company between the date of
         deposit and

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         the 91st day following the deposit and that no Holder is an insider of
         the Company, after the 91st day following the deposit, the trust funds
         will not be subject to the effect of any applicable Bankruptcy Law; and

                  (i) if the cash or U.S. Government Obligations or combination
         thereof, as the case may be, deposited under subparagraph (a) above are
         sufficient to pay the principal of, premium, if any, and interest on
         the Notes provided the Notes are redeemed on a particular Redemption
         Date, the Company shall have given the Trustee irrevocable instructions
         to redeem the Notes on that Redemption Date and to provide notice of
         that redemption to Holders as provided in this Indenture.

         SECTION 8.04. Application of Trust Money.

         The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or
U.S. Government Obligations deposited with it pursuant to Article Eight, and
shall apply the deposited U.S. Legal Tender and the proceeds from U.S.
Government Obligations in accordance with this Indenture to the payment of
principal of, premium, if any, and interest on the Notes. The Trustee shall be
under no obligation to invest said U.S. Legal Tender or U.S. Government
Obligations except as it may agree with the Company.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.03 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Notes.

         Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall, or shall request the Paying Agent to, deliver or pay to the
Company from time to time upon the Company's request any U.S. Legal Tender or
U.S. Government Obligations held by it as provided in Section 8.03 hereof which,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

         SECTION 8.05. Repayment to the Company.

         Subject to this Section 8.05 and the other provisions of this Article
Eight, the Trustee and the Paying Agent shall promptly pay to the Company upon
written request any excess U.S. Legal Tender or U.S. Government Obligations held
by them at any time and thereupon shall be relieved from all liability with
respect thereto. 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; provided that the Trustee or such Paying
Agent, before being required to make any payment, may at the expense of the
Company cause to be published once in a newspaper of general circulation in the
City of New York or mail to each Holder entitled to such money notice that such
money remains unclaimed and that after a date specified therein which shall be
at least 30 days from the date of such publication or mailing any unclaimed
balance of such money then remaining will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look to the Company
for payment as

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general creditors unless an applicable law designates another Person to whom
such Holders may look.

         SECTION 8.06. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender
or U.S. Government Obligations in accordance with Article Eight 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 Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Article
Eight until such time as the Trustee or Paying Agent is permitted to apply all
such U.S. Legal Tender or U.S. Government Obligations in accordance with Article
Eight; provided that if the Company has made any payment of interest on or
principal of any Notes because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the U.S. Legal Tender or U.S. Government Obligations
held by the Trustee or Paying Agent.

                                  ARTICLE NINE

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS

         SECTION 9.01. Without Consent of Holders.

         The Company, when authorized by a Board Resolution, and the Trustee may
 amend or supplement this Indenture or the Notes without notice to or consent of
 any Holder:

                  (1) to cure any ambiguity herein, or to correct or supplement
         any provision hereof which may be inconsistent with any other provision
         hereof or to add any other provisions with respect to matters or
         questions arising under this Indenture; provided that such actions
         shall not adversely affect the interests of the Holders of Notes in any
         material respect;

                  (2) to comply with Article Five;

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

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

                  (5) to make any change that would provide any additional
         benefit or rights to the Holders;

                  (6) to provide for issuance of the Exchange Notes, which will
         have terms substantially identical in all material respects to the
         Initial Notes (except that the transfer restrictions contained in the
         Initial Notes will be modified or eliminated, as appropriate),

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         and which will be treated together with any outstanding Initial Notes,
         as a single issue of securities;

                  (7) to add a Guarantor pursuant to Section 4.19;

                  (8) to secure the Notes;

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

                  (10) to evidence and provide for the acceptance of appointment
         under this Indenture by a successor Trustee; and

                  (11) to make any other change that does not, in the good faith
         judgment of the Board of Directors of the Company, adversely affect in
         any material respect the rights of any Holders hereunder;

provided that the Company has delivered to the Trustee an Opinion of Counsel
stating that such amendment or supplement complies with the provisions of this
Section 9.01.

         For the avoidance of doubt, and without prejudice to any other
provision of this Article Nine, an amendment or supplement to this Indenture for
the purpose of adding Holdings and Mike Mac IHC, Inc. as Guarantors shall be
permitted concurrently with the closing of the Merger Transaction, without any
requirement for the consent of Holders of the Notes or that an Officers'
Certificate or an Opinion of Counsel be delivered to the Trustee.

         SECTION 9.02. With Consent of Holders.

         Subject to Section 6.07, the Company, when authorized by a Board
Resolution, and the Trustee, upon receipt of the written consent of the Holder
or Holders of at least a majority of the aggregate outstanding principal amount
of the Notes, may amend or supplement this Indenture or the Notes, without
notice to any other Holders. Subject to Section 6.07, the Holder or Holders of a
majority in aggregate outstanding principal amount of the Notes may waive
compliance by the Company with any provision of this Indenture or the Notes
without notice to any other Holder. Notwithstanding the forgoing, no amendment,
supplement or waiver, including a waiver pursuant to Section 6.04, shall,
without the consent of each Holder of each Note affected thereby:

                  (1) reduce the amount of Notes whose Holders must consent to
         an amendment or waiver, including the waiver of Defaults or Events of
         Default, or to a rescission and cancellation of a declaration of
         acceleration of the Notes;

                  (2) reduce the rate of or change or have the effect of
         changing the time for payment of interest, including defaulted interest
         and Additional Interest, if any, on any Notes;

                  (3) reduce the principal of or change or have the effect of
         changing the fixed maturity of any Notes, or change the date on which
         any Notes may be subject to redemption, or reduce the redemption price
         therefor;

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                  (4) make any Notes payable in a currency other than that
         stated in the Notes;

                  (5) make any change in provisions of this Indenture protecting
         the right of each Holder to receive payment of principal of and
         interest on such Note on or after the due date thereof or to bring suit
         to enforce such payment;

                  (6) amend, modify, change or waive any provision of this
         Section 9.02;

                  (7) change the price payable by the Company for Notes
         repurchased pursuant to Section 4.15 or 4.16 or after the occurrence of
         a Change of Control, modify or change in any material respect the
         obligation of the Company or Holdings to make and consummate a Change
         of Control Offer or modify any of the provisions or definitions with
         respect thereto;

                  (8) modify or change any provision of this Indenture or the
         related definitions with respect to the subordination of the Notes or
         the Guarantees in a manner which adversely affects the Holders in any
         material respect; or

                  (9) waive a default in the payment of principal of or interest
         on any Note; provided that this clause (9) shall not limit the right of
         the Holders of a majority in aggregate principal amount of the
         outstanding Notes to rescind and cancel a declaration of acceleration
         of the Notes following delivery of an Acceleration Notice as provided
         in Section 6.02(c).

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

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

         SECTION 9.03. Effect on Senior Debt.

         No amendment of this Indenture shall adversely affect the rights of any
holder of Designated Senior Debt under Article Ten of this Indenture or any
holder of Guarantor Designated Senior Debt under Article Twelve of this
Indenture without the consent of such holder.

         SECTION 9.04. Compliance with TIA.

         Every amendment, waiver or supplement of this Indenture or the Notes
shall comply with the TIA as then in effect.

         SECTION 9.05. Revocation and Effect of Consents.

         Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note

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that evidences the same debt as the consenting Holder's Note, even if notation
of the consent is not made on any Note. Subject to the following paragraph, any
such Holder or subsequent Holder may revoke the consent as to such Holder's Note
or portion of such Note by written notice to the Trustee or the Company received
before the date on which the Trustee receives an Officers' Certificate
certifying that the Holders of the requisite principal amount of Notes have
consented (and not theretofore revoked such consent) to the amendment,
supplement or waiver.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be at least 10 days prior to the
first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 90 days after
such record date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless it makes a change described in any of clauses (1)
through (9) of Section 9.02, in which case the amendment, supplement or waiver
shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; provided that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of and interest
on a Note on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

         SECTION 9.06. Notation on or Exchange of Notes.

         If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of such Note to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Any such notation
or exchange shall be made at the sole cost and expense of the Company.

         SECTION 9.07. Trustee To Sign Amendments, Etc.

         The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine; provided that the Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties or immunities under this
Indenture. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each complying with Section 13.04 and 13.05 and stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article Nine is
authorized or permitted by this Indenture. Such Opinion of Counsel shall not be
an expense of the Trustee.

         SECTION 9.08. Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article
Nine, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of

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this Indenture for all purposes; and every Holder of Notes theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE TEN

                                  SUBORDINATION

         SECTION 10.01. Notes Subordinated to Senior Debt.

         The Company covenants and agrees, and each Holder of the Notes, by its
acceptance thereof, likewise covenants and agrees, that all Notes shall be
issued subject to the provisions of this Article Ten; and each Person holding
any Note, whether upon original issue or upon registration of transfer,
assignment or exchange thereof, accepts and agrees that the payment of all
Obligations on the Notes by the Company shall, to the extent and in the manner
herein set forth, be subordinated and junior in right of payment to the prior
payment in full in cash or Cash Equivalents of all Obligations on or in respect
of Senior Debt; that the subordination is for the benefit of, and shall be
enforceable directly by, the holders of Senior Debt, and that each holder of
Senior Debt whether now outstanding or hereafter created, incurred, assumed or
guaranteed shall be deemed to have acquired Senior Debt in reliance upon the
covenants and provisions contained in this Indenture and the Notes.

         SECTION 10.02. No Payment on Notes in Certain Circumstances.

         (a) If any default occurs and is continuing in the payment when due,
whether at maturity, upon redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Designated Senior
Debt, no payment of any kind or character shall be made by, or on behalf of, the
Company or any other Person on its or their behalf with respect to any
Obligations on the Notes, or to acquire any of the Notes for cash or property or
otherwise. In addition, if any other event of default occurs and is continuing
with respect to any Designated Senior Debt, as such event of default is defined
in the instrument creating or evidencing such Designated Senior Debt, permitting
the holders of such Designated Senior Debt then outstanding to accelerate the
maturity thereof and if the Representative for the respective issue of
Designated Senior Debt gives written notice of such event of default to the
Trustee (a "Default Notice"), then, unless and until all such events of default
have been cured or waived or have ceased to exist or the Trustee receives notice
thereof from the Representative for the respective issue of Designated Senior
Debt terminating the Blockage Period (as defined below), during the 179 days
after the delivery of such Default Notice (the "Blockage Period"), neither the
Company nor any other Person on its behalf shall (x) make any payment of any
kind or character with respect to any Obligations on the Notes (other than
payment of amounts already deposited in accordance with the defeasance and
satisfaction and discharge provisions of this Indenture) or (y) acquire any of
the Notes for cash or property or otherwise. Notwithstanding anything herein to
the contrary, in no event will a Blockage Period extend beyond 180 days from the
date the payment on the Notes was due and only one such Blockage Period may be
commenced within any 360 consecutive days. No event of default which existed or
was continuing on the date of the commencement of any Blockage Period with
respect to the Designated Senior Debt shall be, or be made, the basis for the
commencement of a second Blockage Period by the Representative of such
Designated Senior

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Debt whether or not within a period of 360 consecutive days, unless such event
of default shall have been cured or waived for a period of not less than 90
consecutive days (it being acknowledged that any subsequent action or any breach
of any financial covenants for a period commencing after the date of
commencement of such Blockage Period that, in either case, would give rise to an
event of default pursuant to any provisions under which an event of default
previously existed or was continuing shall constitute a new event of default for
this purpose).

         (b) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee, any Paying Agent or any Holder when such payment is
prohibited by Section 10.02(a), such payment shall be held in trust for the
benefit of, and shall be forthwith paid over or delivered to, the holders of
Senior Debt (pro rata to such holders on the basis of the respective amount of
Senior Debt held by such holders) or their respective Representatives, as their
respective interests may appear for application to the payment of such Senior
Debt until all such Senior Debt shall have been paid in full, after giving
effect to any concurrent payment or distribution or provision therefor to the
holders of such Senior Debt. The Trustee and each Paying Agent shall be entitled
to rely on information regarding amounts then due and owing on the Senior Debt,
if any, received from the holders of Senior Debt (or their Representatives) or,
if such information is not received from such holders or their Representatives,
from the Company and only amounts included in the information provided to the
Trustee or any Paying Agent shall be paid to the holders of Senior Debt.

         Nothing contained in this Article Ten shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Senior Debt thereafter due or declared to be due
shall first be paid in full in cash or Cash Equivalents before the Holders are
entitled to receive any payment of any kind or character with respect to
Obligations on the Notes.

         SECTION 10.03. Payment Over of Proceeds upon Dissolution, Etc.

         (a) Upon any payment or distribution of assets of the Company of any
kind or character to creditors, whether in cash, property or securities upon any
total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the Company
or in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to the Company or its property, whether voluntary or
involuntary, all Obligations due or to become due upon all Senior Debt shall
first be paid in full in cash or Cash Equivalents, or such payment duly provided
for to the satisfaction of the holders of Senior Debt, before any payment or
distribution of any kind or character is made on account of any Obligations on
the Notes, or for the acquisition of any of the Notes for cash or property or
otherwise. Upon any such dissolution, winding-up, liquidation, reorganization,
receivership or similar proceeding, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Holders of the Notes would be entitled, except for the provisions
hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders if received by them, directly to the holders of Senior Debt
(pro rata to such holders on the basis of the respective amounts of Senior Debt
held by such holders) or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Debt may have
been issued, as their respective interests may appear, for application to the
payment of Senior Debt remaining unpaid until all such Senior Debt has

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been paid in full in cash or Cash Equivalents after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
Senior Debt.

         (b) To the extent any payment of Senior Debt (whether by or on behalf
of the Company, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or
other similar Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then, if such payment is recovered by, or paid over
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar Person, the Senior Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

         (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, shall be received by any Holder when such payment or
distribution is prohibited by this Section 10.03, such payment or distribution
shall be held in trust for the benefit of, and shall be forthwith paid over or
delivered to, the holders of Senior Debt (pro rata to such holders on the basis
of the respective amount of Senior Debt held by such holders) or their
respective Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt has been paid in full in cash or
Cash Equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Debt.

         (d) The consolidation of the Company with, or the merger of the Company
with or into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of all or substantially all of its assets,
to another Person upon the terms and conditions provided in Article Five hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 10.03 if such other Person shall, as a part of such
consolidation, merger, conveyance or transfer, assume the Company's obligations
hereunder in accordance with Article Five hereof.

         SECTION 10.04. Payments May Be Paid Prior to Dissolution.

         Nothing contained in this Article Ten or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in Sections
10.02 and 10.03, from making payments at any time in respect of principal of and
interest on the Notes, or from depositing with the Trustee any moneys for such
payments, or (ii) in the absence of actual knowledge by the Trustee that a given
payment would be prohibited by Section 10.02 or 10.03, the application by the
Trustee of any moneys deposited with it for the purpose of making such payments
of principal of, and interest on, the Notes to the Holders entitled thereto
unless at least two Business Days prior to the date upon which such payment
would otherwise become due and payable a Trust Officer shall have actually
received the written notice provided for in the second sentence of Section
10.02(a) or in Section 10.07 (provided that, notwithstanding the foregoing, such
application shall otherwise be subject to the provisions of the first sentence
of Section 10.02(a) and Section 10.03). The Company shall give prompt written
notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of the Company.

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         SECTION 10.05. Subrogation.

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

         SECTION 10.06. Obligations of the Company Unconditional.

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

         SECTION 10.07. Notice to Trustee and Paying Agents.

         The Company shall give prompt written notice to the Trustee and each
Paying Agent of any fact known to the Company which would prohibit the making of
any payment to or by the Trustee or any Paying Agent in respect of the Notes
pursuant to the provisions of this Article Ten. Regardless of anything to the
contrary contained in this Article Ten or elsewhere in this Indenture, neither
the Trustee nor any Paying Agent shall be charged with knowledge of the
existence of any default or event of default with respect to any Senior Debt or
of any other facts which would prohibit the making of any payment to or by the
Trustee or any Paying Agent unless and until the Trustee or such Paying Agent,
as the case may be, shall have received notice in writing from the Company, or
from a holder of Senior Debt or a Representative therefor, together with proof
satisfactory to the Trustee or such Paying Agent, as the case may be, of such
holding of Senior Debt or of the authority of such Representative, and, prior to
the receipt of any such written notice, the Trustee shall be entitled to assume
(in the absence of actual knowledge to the contrary) that no such facts exist.

         In the event that the Trustee or any Paying Agent determines in good
faith that any evidence is required with respect to the right of any Person as a
holder of Senior Debt to participate in any payment or distribution pursuant to
this Article Ten, the Trustee or such Paying Agent, as the case may be, may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee or such Paying Agent, as the case may be, as to the amounts of Senior
Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this

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Article Ten, and if such evidence is not furnished the Trustee or such Paying
Agent, as the case may be, may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

         SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating
Agent.

         Upon any payment or distribution of assets of the Company referred to
in this Article Ten, the Trustee, subject to the provisions of Article Seven
hereof, each Paying Agent and the Holders of the Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation,
reorganization or similar case or proceeding is pending, or upon a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the
benefit of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or the Holders of the Notes, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article Ten
provided that such court, trustee, assignee, agent or other Person has been made
aware of this Article Ten.

         SECTION 10.09. Trustee's Relation to Senior Debt.

         The Trustee, each Agent and any agent of the Company, of the Trustee or
any Agent shall be entitled to all the rights set forth in this Article Ten with
respect to any Senior Debt which may at any time be held by it in its individual
or any other capacity to the same extent as any other holder of Senior Debt and
nothing in this Indenture shall deprive the Trustee, any Agent or any such agent
of any of its rights as such a holder.

         With respect to the holders of Senior Debt, the Trustee and each Agent
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee or any Agent. Neither the Trustee nor any Agent
shall be deemed to owe any fiduciary duty to the holders of Senior Debt and
shall not be liable to any such holders if the Trustee shall in good faith
mistakenly pay over or distribute to Holders of Notes or to the Company or to
any other person cash, property or securities to which any holders of Senior
Debt shall be entitled by virtue of this Article or otherwise.

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

         SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions
of the Company or Holders of Senior Debt.

         No right of any present or future holders of any Senior Debt to enforce
subordination as provided herein shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.

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

         SECTION 10.11. Noteholders Authorize Trustee and Paying Agent To
Effectuate Subordination of Notes.

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

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

         SECTION 10.12. This Article Ten Not To Prevent Events of Default.

         The failure to make a payment on account of principal of or interest on
the Notes by reason of any provision of this Article Ten will not be construed
as preventing the occurrence of an Event of Default.

         SECTION 10.13. Trustee's Compensation Not Prejudiced.

         Nothing in this Article Ten will apply to amounts due to the Trustee
pursuant to other sections in this Indenture.

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                                 ARTICLE ELEVEN

                                   GUARANTEE

         SECTION 11.01. Unconditional Guarantee.

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

         SECTION 11.02. Subordination of Guarantees.

         The obligations of each Guarantor to the Holders of the Notes and to
the Trustee on behalf of the Holders pursuant to the Guarantees and this
Indenture are expressly subordinate and subject in right of payment to the prior
payment in full of all Guarantor Senior Debt of such Guarantor, to the extent
and in the manner provided in Article Twelve.

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         SECTION 11.03. Severability.

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

         SECTION 11.04. Release of Guarantees.

         Upon the release by the lenders under the Credit Agreement and future
refinancings thereof of all guarantees of any Guarantor of or relating to the
Credit Agreement and all Indebtedness thereunder, such Guarantor shall be deemed
released from all obligations under this Article Eleven without any further
action required on the part of the Trustee or any Holder; provided, however,
that any such release shall occur only to the extent that all obligations of
such Guarantor under all of its guarantees of or relating to the Credit
Agreement (including any future refinancings thereof) and all Indebtedness
thereunder shall also be released and if any payment is made by the Company or
any Guarantor to the lenders under the Credit Agreement in connection with any
such release, a pro rata payment shall be made to the Holders based on the ratio
of the outstanding principal amount of the Notes to the maximum amount which
could be borrowed under the Credit Agreement.

         The Trustee shall deliver an appropriate instrument evidencing such
release upon receipt of a request by the Company accompanied by an Officers'
Certificate certifying as to the compliance with this Section 11.04.

         In addition, the Guarantee of any Subsidiary Guarantor shall be
released, without any further action required on the part of the Trustee or any
Holder, (a) upon any sale or other disposition (by merger or otherwise) to any
Person which is not a Restricted Subsidiary of the Company of all of the
Company's Capital Stock in such Subsidiary Guarantor, provided that such sale or
disposition of such Capital Stock is otherwise in compliance with the terms of
this Indenture or (b) upon the designation of such Restricted Subsidiary as an
Unrestricted Subsidiary in accordance with the terms of this Indenture.

         SECTION 11.05. Waiver of Subrogation.

         Until payment in full is made of the Notes and all other obligations of
the Company to the Holders or the Trustee on behalf of the Holders hereunder and
under the Notes, each Guarantor hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the Company that arise from
the existence, payment, performance or enforcement of such Guarantors'
obligations under its Guarantee of this Indenture, including without limitation,
any right of subrogation, reimbursement, exoneration, indemnification, and any
right to participate in any claim or remedy of any Holder of Notes against the
Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by set-off or any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to any Guarantor in
violation of the preceding sentence and the Notes shall not have been paid in
full, such amount shall have been deemed to have been paid to such Guarantor for
the benefit of, and held in trust for the benefit of, the Holders of the Notes,
and shall forthwith be paid to the Trustee for the benefit of such Holders to be
credited and applied upon the Notes, whether matured or unmatured, in

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accordance with the terms of this Indenture. Each Guarantor acknowledges that
it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the waiver set forth in this Section
11.05 is knowingly made in contemplation of such benefits.

         SECTION 11.06. Execution of Guarantees.

         To evidence its guarantee to the Noteholders set forth in this Article
Eleven, each Guarantor hereby agrees to execute a Guarantee in substantially the
form included in Exhibits A and Exhibit B, which shall be endorsed on such Note
ordered to be authenticated and delivered by the Trustee. Each Guarantor hereby
agrees that the Guarantees set forth in this Article Eleven shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation
of each such Guarantee. Each such Guarantee shall be signed on behalf of each
Guarantor by two Officers, or an Officer and an Assistant Secretary prior to the
authentication of the Note on which it is endorsed, and the delivery of such
Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of such Guarantee on behalf of such Guarantor. Such
signatures upon the Guarantees may be by manual or facsimile signature of such
officers and may be imprinted or otherwise reproduced on the Guarantees, and in
case any such officer who shall have signed such Guarantee shall cease to be
such officer before the Note on which such Guarantee is endorsed shall have been
authenticated and delivered by the Trustee or disposed of by the Company, such
Note nevertheless may be authenticated and delivered or disposed of as though
the person who signed the Guarantee had not ceased to be such officer of such
Guarantor.

         SECTION 11.07. Waiver of Stay, Extension or Usury Laws.

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

                                 ARTICLE TWELVE

                     SUBORDINATION OF GUARANTEE OBLIGATIONS

         SECTION 12.01. Guarantee Obligations Subordinated to Guarantor Senior
Debt.

         Each Guarantor covenants and agrees, and each Holder of the Notes, by
its acceptance thereof, likewise covenants and agrees, that any payment of
obligations by any Guarantor in respect of its Guarantee (its "Guarantee
Obligations") shall be made subject to the provisions of this Article Twelve;
and each Person holding any Note, whether upon original issue or upon
registration of transfer, assignment or exchange thereof, accepts and agrees
that the payment of

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all Guarantee Obligations by any Guarantor shall, to the extent and in the
manner herein set forth, be subordinated and junior in right of payment to the
prior payment in full in cash or Cash Equivalents of all Obligations on the
Guarantor Senior Debt of such Guarantor, that the subordination is for the
benefit of, and shall be enforceable directly by, the holders of Guarantor
Senior Debt of such Guarantor, and that each holder of Guarantor Senior Debt of
such Guarantor whether now outstanding or hereafter created, incurred, assumed
or guaranteed shall be deemed to have acquired Guarantor Senior Debt of such
Guarantor in reliance upon the covenants and provisions contained in this
Indenture and the Notes.

         SECTION 12.02. No Payment on Notes in Certain Circumstances.

         (a) If any default occurs and is continuing in the payment when due,
whether at maturity, upon redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Guarantor Designated
Senior Debt of any Guarantor, no payment of any kind or character shall be made
by, or on behalf of, such Guarantor or any other Person on its or their behalf
with respect to any Guarantee Obligations, or to acquire any of the Notes for
cash or property or otherwise. In addition, if any other event of default occurs
and is continuing with respect to any Guarantor Senior Debt of such Guarantor,
as such event of default is defined in the instrument creating or evidencing
such Guarantor Senior Debt of such Guarantor, permitting the holders of such
Guarantor Senior Debt of such Guarantor then outstanding to accelerate the
maturity thereof and if the Representative for the respective issue of Guarantor
Senior Debt of such Guarantor gives notice of the event of default to the
Trustee (a "Guarantor Default Notice"), then, unless and until all events of
default have been cured or waived or have ceased to exist or the Trustee
receives notice thereof from the Representative for the respective issue of
Guarantor Senior Debt of such Guarantor terminating the Guarantor Blockage
Period (as defined below), during the 179 days after the delivery of such
Guarantor Default Notice (the "Guarantor Blockage Period"), neither such
Guarantor nor any other Person on its behalf shall (x) make any payment of any
kind or character with respect to any Guarantee Obligations or (y) acquire any
of the Notes for cash or property or otherwise. Notwithstanding anything herein
to the contrary, in no event will a Guarantor Blockage Period extend beyond 180
days from the date the payment on the Notes was due and only one such Guarantor
Blockage Period may be commenced within any 360 consecutive days. No event of
default which existed or was continuing on the date of the commencement of any
Guarantor Blockage Period with respect to the Guarantor Senior Debt of such
Guarantor shall be, or be made, the basis for the commencement of a second
Guarantor Blockage Period by the Representative of such Guarantor Senior Debt of
such Guarantor whether or not within a period of 360 consecutive days, unless
such event of default shall have been cured or waived for a period of not less
than 90 consecutive days (it being acknowledged that any subsequent action or
any breach of any financial covenants for a period commencing after the date of
commencement of such Guarantor Blockage Period that, in either case, would give
rise to an event of default pursuant to any provisions under which an event of
default previously existed or was continuing shall constitute a new event of
default for this purpose).

         (b) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee, any Paying Agent or any Holder when such payment is
prohibited by Section 12.02(a), such payment shall be held in trust for the
benefit of, and shall be forthwith paid over or delivered to, the holders of
Guarantor Senior Debt of such Guarantor (pro rata to such holders on the basis
of the respective amount of Guarantor Senior Debt of such Guarantor held by such
holders) or their respective Representatives, as their respective interests may
appear for

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application to the payment of such Senior Debt until all such Senior Debt shall
have been paid in full, after giving effect to any concurrent payment or
distribution or provision therefor to the holders of such Senior Debt. The
Trustee and each Paying Agent shall be entitled to rely on information regarding
amounts then due and owing on the Guarantor Senior Debt of such Guarantor, if
any, received from the holders of such Guarantor Senior Debt (or their
Representatives) or, if such information is not received from such holders or
their Representatives, from such Guarantor, and only amounts included in the
information provided to the Trustee and each Paying Agent shall be paid to the
holders of Guarantor Senior Debt of such Guarantor.

         Nothing contained in this Article Twelve shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Guarantor Senior Debt of any Guarantor thereafter
due or declared to be due shall first be paid in full in cash or Cash
Equivalents before the Holders are entitled to receive any payment of any kind
or character with respect to Guarantee Obligations.

         SECTION 12.03. Payment Over of Proceeds upon Dissolution, Etc.

         (a) Upon any payment or distribution of assets of any Guarantor of any
kind or character to creditors, whether in cash, property or securities, upon
any total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of any Guarantor
or in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to any Guarantor or its property, whether voluntary or
involuntary, all Obligations due or to become due upon all Guarantor Senior Debt
of such Guarantor shall first be paid in full in cash or Cash Equivalents, or
such payment duly provided for to the satisfaction of the holders of Guarantor
Senior Debt of such Guarantor, before any payment or distribution of any kind or
character is made on account of any Guarantee Obligations, or for the
acquisition of any of the Notes for cash or property or otherwise. Upon any such
dissolution, winding-up, liquidation, reorganization, receivership or similar
proceeding, any payment or distribution of assets of any Guarantor of any kind
or character, whether in cash, property or securities, to which the Holders of
the Notes would be entitled, except for the provisions hereof, shall be paid by
such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee,
agent or other Person making such payment or distribution, or by the Holders if
received by them, directly to the holders of Guarantor Senior Debt of such
Guarantor (pro rata to such holders on the basis of the respective amounts of
Guarantor Senior Debt of such Guarantor held by such holders) or their
respective Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Guarantor Senior Debt of such Guarantor may have
been issued, as their respective interests may appear, for application to the
payment of Guarantor Senior Debt of such Guarantor remaining unpaid until all
such Guarantor Senior Debt of such Guarantor has been paid in full in cash or
Cash Equivalents after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of Guarantor Senior Debt of such
Guarantor.

         (b) To the extent any payment of Guarantor Senior Debt of any Guarantor
(whether by or on behalf of such Guarantor, as proceeds of security or
enforcement of any right of setoff or otherwise) is declared to be fraudulent or
preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then
if such payment

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is recovered by, or paid over to, such receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar Person, the Guarantor Senior Debt of
such Guarantor or part thereof originally intended to be satisfied shall be
deemed to be reinstated and outstanding as if such payment had not occurred.

         (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of any Guarantor of any kind or character, whether in
cash, property or securities, shall be received by any Holder when such payment
or distribution is prohibited by this Section 12.03, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Guarantor Senior Debt of such Guarantor (pro
rata to such holders on the basis of the respective amount of Guarantor Senior
Debt of such Guarantor held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Guarantor Senior Debt of such Guarantor may have been issued,
as their respective interests may appear, for application to the payment of
Guarantor Senior Debt of such Guarantor remaining unpaid until all such
Guarantor Senior Debt of such Guarantor has been paid in full in cash or Cash
Equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Guarantor Senior Debt of such
Guarantor.

         (d) The consolidation of any Guarantor with, or the merger of a
Guarantor with or into, another Person or the liquidation or dissolution of a
Guarantor following the conveyance or transfer of all or substantially all of
its assets, to another Person upon the terms and conditions provided in Article
Five hereof shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 12.03 if such other Person
shall, as a part of such consolidation, merger, conveyance or transfer, assume
such Guarantors' obligations hereunder in accordance with Article Five hereof.

         SECTION 12.04. Payments May Be Paid Prior to Dissolution.

         Nothing contained in this Article Twelve or elsewhere in this Indenture
shall prevent (i) any Guarantor, except under the conditions described in
Sections 12.02 and 12.03, from making payments at any time in respect of
Guarantee Obligations, or from depositing with the Trustee any moneys for such
payments, or (ii) in the absence of actual knowledge by the Trustee that a given
payment would be prohibited by Section 12.02 or 12.03, the, application by the
Trustee of any moneys deposited with it for the purpose of making such payments
of principal of, and interest on, Guarantee Obligations to the Holders entitled
thereto unless at least two Business Days prior to the date upon which such
payment would otherwise become due and payable a Trust Officer shall have
actually received the written notice provided for in the second sentence of
Section 12.02(a) or in Section 12.07 (provided that, notwithstanding the
foregoing, such application shall otherwise be subject to the provisions of the
first sentence of Section 12.02(a) and Section 12.03). Each Guarantor shall give
prompt written notice to the Trustee of any dissolution, winding-up, liquidation
or reorganization of such Guarantor.

         SECTION 12.05. Subrogation.

         Subject to the payment in full in cash or Cash Equivalents of all
Guarantor Senior Debt of any Guarantor, the Holders of the Guarantee Obligations
shall be subrogated to the rights of the holders of Guarantor Senior Debt of
such Guarantor to receive payments or distributions of cash, property or
securities of Holdings applicable to the Guarantor Senior Debt of such Guarantor

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until the Guarantee Obligations shall be paid in full; and, for the purposes of
such subrogation, no such payments or distributions to the holders of the
Guarantor Senior Debt of such Guarantor by or on behalf of such Guarantor or by
or on behalf of the Holders by virtue of this Article Twelve which otherwise
would have been made to the Holders shall, as between such Guarantor and the
Holders of the Guarantee Obligations, be deemed to be a payment by such
Guarantor to or on account of the Guarantor Senior Debt of such Guarantor, it
being understood that the provisions of this Article Twelve are and are intended
solely for the purpose of defining the relative rights of the Holders of the
Guarantee Obligations, on the one hand, and the holders of the Guarantor Senior
Debt of the Guarantors, on the other hand.

         SECTION 12.06. Obligations of the Guarantors Unconditional.

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

         SECTION 12.07. Notice to Trustee and Paving Agents.

         Each Guarantor shall give prompt written notice to the Trustee and each
Paying Agent of any fact known to such Guarantor which would prohibit the making
of any payment to or by the Trustee in respect of the Notes pursuant to the
provisions of this Article Twelve. Regardless of anything to the contrary
contained in this Article Twelve or elsewhere in this Indenture, neither the
Trustee nor any Paying Agent shall be charged with knowledge of the existence of
any default or event of default with respect to any Guarantor Senior Debt of any
Guarantor or of any other facts which would prohibit the making of any payment
to or by the Trustee or any Paying Agent unless and until the Trustee or such
Paying Agent, as the case may be, shall have received notice in writing from
such Guarantor, or from a holder of Guarantor Senior Debt of such Guarantor or a
Representative therefor, together with proof satisfactory to the Trustee or such
Paying Agent, as the case may be, of such holding of Guarantor Senior Debt of
such Guarantor or of the authority of such Representative, and, prior to the
receipt of any such written notice, the Trustee shall be entitled to assume (in
the absence of actual knowledge to the contrary) that no such facts exist.

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

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furnished, the Trustee or such Paying Agent, as the case may be, may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.

         SECTION 12.08. Reliance on Judicial Order or Certificate of Liquidating
Agent.

         Upon any payment or distribution of assets of any Guarantor referred to
in this Article Twelve, the Trustee, subject to the provisions of Article Seven
hereof, such Paying Agent and the Holders of the Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation,
reorganization or similar case or proceeding is pending, or upon a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the
benefit of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or the Holders of the Notes, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Guarantor Senior Debt of such Guarantor and
other Indebtedness of such 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 Twelve; provided that such court receiver, trustee,
assignee, agent or other Person has been made aware of this Article Twelve.

         SECTION 12.09. Trustee's Relation to Guarantor Senior Debt of the
Guarantors.

         The Trustee, each Agent and any agent of the Guarantors, the Trustee or
any Agent shall be entitled to all the rights set forth in this Article Twelve
with respect to any Guarantor Senior Debt of any such Guarantor which may at any
time be held by it in its individual or any other capacity to the same extent as
any other holder of Guarantor Senior Debt of such Guarantor and nothing in this
Indenture shall deprive the Trustee, any Agent or any such agent of any of its
rights as such a holder.

         With respect to the holders of Guarantor Senior Debt of the Guarantors,
the Trustee and each Agent undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article Twelve,
and no implied covenants or obligations with respect to the holders of Guarantor
Senior Debt of the Guarantors shall be read into this Indenture against the
Trustee. Neither the Trustee nor any Agent shall be deemed to owe any fiduciary
duty to the holders of Guarantor Senior Debt of the Guarantors and shall not be
liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to Holders of Notes or to the Company or to any other person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article or otherwise.

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

         SECTION 12.10. Subordination Rights Not Impaired by Acts or Omissions
of the Guarantors or Holders of Guarantor Senior Debt of the Guarantors.

         No right of any present or future holders of any Guarantor Senior Debt
of the Guarantors to enforce subordination as provided herein shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of
any Guarantor or by any act or failure to act, in good faith, by any such
holder, or by any noncompliance by any Guarantor with the terms of

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this Indenture, regardless of any knowledge thereof which any such holder may
have or otherwise be charged with.

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

         SECTION 12.11. Noteholders Authorize Trustee and Paving Agent To
Effectuate Subordination of Notes.

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

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

         SECTION 12.12. This Article Twelve Not To Prevent Events of Default.

         The failure to make a payment on account of Guarantee Obligations by
reason of any provision of this Article Twelve will not be construed as
preventing the occurrence of an Event of Default.

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                                ARTICLE THIRTEEN

                                 MISCELLANEOUS

         SECTION 13.01. TIA 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 notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by commercial courier service, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

                 if to Holdings, the Company or any Subsidiary Guarantor:

                 Del Monte Corporation
                          and
                 Del Monte Foods Company
                 One Market Street @ The Landmark
                 San Francisco, California 94105
                 Attn: Thomas E. Gibbons
                       Senior Vice President and Treasurer
                 Telephone No.: (415) 247-3336
                 Facsimile No.: (415) 247-3339

                 with a copy to:

                 Del Monte Corporation
                          and
                 Del Monte Foods Company
                 One Market Street @ The Landmark
                 San Francisco, California 94105
                 Attn: General Counsel
                 Telephone No.: (415) 247-3262
                 Facsimile No.: (415) 247-3263

                 and a copy to:

                 Gibson, Dunn & Crutcher LLP
                 One Montgomery Street
                 San Francisco, CA 94104
                 Attn: Douglas Smith
                 Telephone No.: (415) 393-8200
                 Facsimile No.: (415) 986-5309

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                 if to the Trustee:

                 The Bank of New York
                 Floor 8 West
                 101 Barclay Street
                 New York, New York 10286
                 Attn: Corporate Trust Administration
                 Telephone No.: (212) 815-3056
                 Facsimile No.: (212) 815-5707

                 if to the Paying Agent or Registrar:

                 The Bank of New York
                 Floor 8 West
                 101 Barclay Street
                 New York, New York 10286
                 Attn: Corporate Trust Administration
                 Telephone No.: (212) 815-3056
                 Facsimile No.: (212) 815-5707

         Each of the Company, Holdings, the Subsidiary Guarantors, the Trustee
and the Paying Agent by written notice to each other such Person may designate
additional or different addresses for notices to such Person. Any notice or
communication to the Company, Holdings, the Subsidiary Guarantors, the Trustee
and the Paying Agent shall be deemed to have been given or made as of the date
so delivered if personally delivered; when receipt is confirmed if delivered by
commercial courier service; when receipt is acknowledged, if faxed; and upon
actual receipt if sent by registered or certified mail, postage prepaid (except
that a notice of change of address shall not be deemed to have been given until
actually received by the addressee).

         In the event any additional Guarantors are added pursuant to Section
4.19, this Section 13.02 shall be supplemented to provide for delivery of any
notices or communications described herein to each such Guarantor.

         Any notice or communication mailed to a Holder shall be mailed to him
by first class mail or other equivalent means at his address as it appears on
the registration books of the Registrar and shall be sufficiently given to him
if so mailed within the time prescribed.

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

         SECTION 13.03. Communications by Holders with Other Holders.

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

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         SECTION 13.04. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company or Holdings to the
Trustee to take any action under this Indenture, the Company or Holdings, as the
case may be, 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 to be performed by the Company, if
         any, provided for in this Indenture relating to the proposed action
         have been complied with; and

                  (2) an Opinion of Counsel stating that, in the opinion of such
         counsel, all such conditions precedent to be performed by the Company,
         if any, provided for in this Indenture relating to the proposed action
         have been complied with.

         SECTION 13.05. Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officers' Certificate
required by Section 4.06, shall include:

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

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

                  (3) a statement that, in the opinion of such Person, he or she
         has made such examination or investigation as is reasonably necessary
         to enable him or her 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 each
         such Person, such condition or covenant has been complied with.

         SECTION 13.06. Rules by Trustee, Paving Agent, Registrar.

         The Trustee may make reasonable rules in accordance with the Trustee's
customary practices for action by or at a meeting of Holders. Each of the Paying
Agent or Registrar may make reasonable rules in accordance with customary
practices for its functions.

         SECTION 13.07. Legal Holidays.

         A "Legal Holiday" means a Saturday, Sunday or day on which banking
institutions in New York, New York are not required to be open except that, when
such term is used with respect to a particular place where a payment is to be
made in respect of the Notes and with respect to the payment to be made on the
Notes at such place, such term means a Saturday, Sunday or other day on which
banking institutions in such place of payment are not required to be open.

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         If a payment date is a Legal Holiday at such place, payment may be made
at such place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

         SECTION 13.08. Governing Law.

         THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE.

         SECTION 13.09. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

         SECTION 13.10. No Recourse Against Others.

         A director, officer, employee, stockholder or incorporator, as such, of
the Company or of the Trustee shall not have any liability for any obligations
of the Company under the Notes or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. Such waiver and release
are part of the consideration for the issuance of the Notes. The foregoing
provisions do not relate to the liability of Holdings as a Guarantor.

         SECTION 13.11. Successors.

         All agreements of the Company, Holdings and the Subsidiary Guarantors
in this Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successors.

         SECTION 13.12. Duplicate Originals.

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

         SECTION 13.13. Severability.

         In case any one or more of the provisions in this Indenture or in the
Notes shall be held invalid, illegal or unenforceable, in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected
or impaired thereby, it being intended that all of the provisions hereof shall
be enforceable to the full extent permitted by law.

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                                   SIGNATURES

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

                                     Issuer:

                                     SKF FOODS INC.

                                     By: /s/ JON W. GRAVES
                                        -----------------------------
                                        Name:  JON W. GRAVES
                                        Title: ASSISTANT TREASURER

                                     Guarantors:

                                     DEL MONTE FOODS COMPANY

                                     By: /s/ JON W. GRAVES
                                        ------------------------------
                                        Name:  JON W. GRAVES
                                        Title: ASSISTANT TREASURER

                                     MIKE MAC IHC, INC.

                                     By: /s/ JON W. GRAVES
                                        ------------------------------
                                        Name:  JON W. GRAVES
                                        Title: ASSISTANT TREASURER

                                     STAR-KIST SAMOA, INC.

                                     By: /s/ JON W. GRAVES
                                        -------------------------------
                                        Name:  JON W. GRAVES
                                        Title: ASSISTANT TREASURER

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                                     MARINE TRADING PACIFIC, INC.

                                     By: /s/ JON W. GRAVES
                                        -------------------------------
                                        Name:  JON W. GRAVES
                                        Title: ASSISTANT TREASURER

                                     STAR-KIST MAURITIUS, INC.

                                     By: /s/ JON W. GRAVES
                                        -------------------------------
                                        Name:  JON W. GRAVES
                                        Title: ASSISTANT TREASURER

                                     Trustee:

                                     THE BANK OF NEW YORK
                                     as Trustee

                                     By: /s/ MICHAEL PITFICK
                                        -------------------------------
                                        Name:  MICHAEL PITFICK
                                        Title: ASSISTANT VICE PRESIDENT

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