<Page>

                                                                     Exhibit 4.1

                               PIERRE MERGER CORP.

                           to be merged with and into

                               PIERRE FOODS, INC.

                    9 7/8% SENIOR SUBORDINATED NOTES DUE 2012


                                    INDENTURE


                            Dated as of June 30, 2004


                         U.S. BANK NATIONAL ASSOCIATION


                                     Trustee

<Page>

                             CROSS-REFERENCE TABLE*

<Table>
<Caption>
TRUST INDENTURE ACT                                                       INDENTURE
SECTION                                                                     SECTION
<S>                                                                          <C>
310(a)(1)..............................................................      7.10
      (a)(2)...........................................................      7.10
      (a)(5)...........................................................      7.10
      (b)..............................................................      7.10
      (c)..............................................................      N.A.
   311(a)..............................................................      7.11
      (b)..............................................................      7.11
   312(a)..............................................................      2.06
      (b)..............................................................      13.03
      (c)..............................................................      13.03
   313(a)..............................................................      7.06
      (b)(2)...........................................................      7.06
      (c)..............................................................      7.06
                                                                             13.02
      (d)..............................................................      7.06
   314(a)..............................................................      4.03
                                                                             13.05
      (c)(1)...........................................................      13.04
      (c)(2)...........................................................      13.04
      (e)..............................................................      13.05
   316(a)(last sentence)...............................................      2.10
      (a)(1)(A)........................................................      6.05
      (a)(1)(B)........................................................      6.04
   317(a)(1)...........................................................      6.08
</Table>

*    This Cross-Reference Table is not part of this Indenture.

                                        i
<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            Page
<S>                                                                           <C>
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions......................................................1

SECTION 1.02. Other Definitions...............................................27

SECTION 1.03. Incorporation by Reference of Trust Indenture Act...............28

SECTION 1.04. Rules of Construction...........................................28

                                    ARTICLE 2
                                    THE NOTES

SECTION 2.01. Form and Dating.................................................29

SECTION 2.02. Execution and Authentication....................................30

SECTION 2.03. Methods of Receiving Payments on the Notes......................30

SECTION 2.04. Registrar and Paying Agent......................................30

SECTION 2.05. Paying Agent to Hold Money in Trust.............................31

SECTION 2.06. Holder Lists....................................................31

SECTION 2.07. Transfer and Exchange...........................................31

SECTION 2.08. Replacement Notes...............................................43

SECTION 2.09. Outstanding Notes...............................................43

SECTION 2.10. Treasury Notes..................................................43

SECTION 2.11. Temporary Notes.................................................43

SECTION 2.12. Cancellation....................................................44

SECTION 2.13. Defaulted Interest..............................................44

SECTION 2.14. CUSIP Numbers...................................................44

SECTION 2.15. Issuance of Additional Notes....................................44
</Table>

                                       ii
<Page>

<Table>
<S>                                                                           <C>
                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

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..........................................46

SECTION 3.07. Optional Redemption.............................................47

SECTION 3.08. Mandatory Redemption............................................47

SECTION 3.09. Offer to Purchase...............................................47

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01. Payment of Notes................................................49

SECTION 4.02. Maintenance of Office or Agency.................................49

SECTION 4.03. Reports.........................................................50

SECTION 4.04. Compliance Certificate..........................................51

SECTION 4.05. Taxes...........................................................51

SECTION 4.06. Stay, Extension and Usury Laws..................................51

SECTION 4.07. Restricted Payments.............................................52

SECTION 4.08. Dividend and Other Payment Restrictions Affecting
              Restricted Subsidiaries.........................................57

SECTION 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock......58

SECTION 4.10. Asset Sales.....................................................62

SECTION 4.11. Transactions with Affiliates....................................64

SECTION 4.12. Liens...........................................................66
</Table>

                                       iii
<Page>

<Table>
<S>                                                                           <C>
SECTION 4.13. Corporate Existence.............................................66

SECTION 4.14. Offer to Repurchase upon Change of Control......................66

SECTION 4.15. Limitation on Senior Subordinated Debt..........................67

SECTION 4.16. Limitation on Issuances of Guarantees of Indebtedness...........68

SECTION 4.17. Additional Note Guarantees......................................68

SECTION 4.18. Business Activities.............................................68

SECTION 4.19. Designation of Restricted and Unrestricted Subsidiaries.........68

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01. Merger Consolidation, or Sale of Assets.........................69

SECTION 5.02. Successor Corporation Substituted...............................70

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default...............................................70

SECTION 6.02. Acceleration....................................................72

SECTION 6.03. Other Remedies..................................................72

SECTION 6.04. Waiver of Past Defaults.........................................72

SECTION 6.05. Control by Majority.............................................73

SECTION 6.06. Limitation on Suits.............................................73

SECTION 6.07. Rights of Holders of Notes to Receive Payment...................74

SECTION 6.08. Collection Suit by Trustee......................................74

SECTION 6.09. Trustee May File Proofs of Claim................................74

SECTION 6.10. Priorities......................................................74

SECTION 6.11. Undertaking for Costs...........................................75
</Table>

                                       iv
<Page>

<Table>
<S>                                                                           <C>
                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01. Duties of Trustee...............................................75

SECTION 7.02. Rights of Trustee...............................................76

SECTION 7.03. Individual Rights of Trustee....................................77

SECTION 7.04. Trustee's Disclaimer............................................77

SECTION 7.05. Notice of Defaults..............................................77

SECTION 7.06. Reports by Trustee to the Holders of the Notes..................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 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance........80

SECTION 8.02. Legal Defeasance and Discharge..................................80

SECTION 8.03. Covenant Defeasance.............................................81

SECTION 8.04. Conditions to Legal Defeasance or Covenant Defeasance...........81

SECTION 8.05. Deposited Money and Cash Equivalents to Be Held in Trust;
              Other Miscellaneous Provisions..................................82

SECTION 8.06. Repayment to Company............................................83

SECTION 8.07. Reinstatement...................................................83

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders of Notes.............................84

SECTION 9.02. With Consent of Holders of Notes................................85
</Table>

                                        v
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<Table>
<S>                                                                           <C>
SECTION 9.03. Compliance with Trust Indenture Act.............................86

SECTION 9.04. Revocation and Effect of Consents...............................86

SECTION 9.05. Notation on or Exchange of Notes................................86

SECTION 9.06. Trustee to Sign Amendments, etc.................................87

SECTION 9.07. Payments for Consent............................................87

                                   ARTICLE 10
                                  SUBORDINATION

SECTION 10.01. Agreement to Subordinate.......................................87

SECTION 10.02. Liquidation; Dissolution; Bankruptcy...........................87

SECTION 10.03. Default on Designated Senior Debt..............................88

SECTION 10.04. Acceleration of Securities.....................................89

SECTION 10.05. When Distribution Must Be Paid Over............................89

SECTION 10.06. Notice by the Company..........................................89

SECTION 10.07. Subrogation....................................................89

SECTION 10.08. Relative Rights................................................90

SECTION 10.09. Subordination May Not Be Impaired by the Company...............90

SECTION 10.10. Distribution or Notice to Representative.......................90

SECTION 10.11. Rights of Trustee and Paying Agent.............................90

SECTION 10.12. Authorization to Effect Subordination..........................91

                                   ARTICLE 11
                                 NOTE GUARANTEES

SECTION 11.01. Guarantee......................................................91

SECTION 11.02. Subordination of Note Guarantee................................92

SECTION 11.03. Limitation on Guarantor Liability..............................92

SECTION 11.04. Execution and Delivery of Note Guarantee.......................92

SECTION 11.05. Guarantors May Consolidate, etc., on Certain Terms.............93
</Table>

                                       vi
<Page>

<Table>
<S>                                                                           <C>
SECTION 11.06. Releases of Guarantees.........................................94

SECTION 11.07. Severability...................................................94

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

SECTION 12.01. Satisfaction and Discharge.....................................94

SECTION 12.02. Deposited Money and Government Securities to Be Held in Trust..95

SECTION 12.03. Repayment to the Company.......................................95

SECTION 12.04. Survival.......................................................96

SECTION 12.05. Reinstatement..................................................96

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01. Trust Indenture Act Controls...................................96

SECTION 13.02. Notices........................................................97

SECTION 13.03. Communication by Holders of Notes with Other Holders of Notes..98

SECTION 13.04. Certificate and Opinion as to Conditions Precedent.............98

SECTION 13.05. Statements Required in Certificate or Opinion..................98

SECTION 13.06. Rules by Trustee and Agents....................................99

SECTION 13.07. No Personal Liability of Directors, Officers, Employees
               and Stockholders...............................................99

SECTION 13.08. Governing Law..................................................99

SECTION 13.09. No Adverse Interpretation of Other Agreements..................99

SECTION 13.10. Successors.....................................................99

SECTION 13.11. Severability...................................................99

SECTION 13.12. Counterpart Originals..........................................99

SECTION 13.13. Table of Contents, Headings, etc...............................99
</Table>

                                       vii
<Page>

                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF IAI CERTIFICATE
Exhibit E         FORM OF SUPPLEMENTAL INDENTURE

                                      viii
<Page>

                INDENTURE dated as of June 30, 2004 among Pierre Merger Corp., a
North Carolina corporation (the "COMPANY"), and U.S. Bank National Association,
a national banking association, as trustee (the "TRUSTEE").

                WHEREAS Pierre Merger Corp. is a wholly owned subsidiary of
Pierre Holding Corp., a Delaware corporation owned by affiliates of Madison
Dearborn Partners, LLC, which will acquire PF Management, Inc., the parent
company of Pierre Foods, Inc.;

                WHEREAS, at the closing of the acquisition of PF Management,
Inc., Pierre Merger Corp. will be merged with and into Pierre Foods, Inc., with
Pierre Foods, Inc. continuing as a direct subsidiary of PF Management, Inc. and
as the surviving corporation that will be liable under the Notes (the "MERGER"),
and PF Management, Inc. will become a wholly owned direct subsidiary of Pierre
Holding Corp.; and

                WHEREAS upon consummation of the Merger, Pierre Foods, Inc. will
execute a Supplemental Indenture to this Indenture wherein Pierre Foods, Inc.
will assume all of Pierre Merger Corp.'s obligations hereunder and its
subsidiaries will guarantee the payment of the Notes;

                The Company and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the 9 7/8% Senior
Subordinated Notes due 2012 (the "NOTES"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                SECTION 1.01. DEFINITIONS.

                "144A GLOBAL NOTE" means a Global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

                "ACQUIRED DEBT" means, with respect to any specified Person:

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

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

                "ACQUISITION" has the meaning set forth in the Offering
Memorandum.

                "ADDITIONAL NOTES" means Notes (other than the Initial Notes)
issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof.

<Page>

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

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

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

                "ASSET ACQUISITION" means (a) an Investment by the Company or
any of its Restricted Subsidiaries in any other Person if, as a result of such
Investment, such Person shall become a Restricted Subsidiary of the Company, or
shall be merged with or into the Company or any Restricted Subsidiary of the
Company, or (b) the acquisition by the Company or any Restricted Subsidiary of
the Company of all or substantially all of the assets of any other Person or any
division or line of business of any other Person.

                "ASSET SALE" means:

                (1)     the sale, lease, conveyance or other disposition of any
        assets or rights; PROVIDED that the sale, conveyance or other
        disposition of all or substantially all of the assets of the Company and
        its Restricted Subsidiaries taken as a whole will be governed by
        Sections 4.14 and/or 5.01 hereof and not by Section 4.10 hereof; and

                (2)     the issuance or sale of Equity Interests by any of the
        Company's Restricted Subsidiaries or the sale of Equity Interests in any
        of its Restricted Subsidiaries (other than in each case, director
        qualifying shares or shares required by applicable law to be held by a
        Person other than the Company or a Restricted Subsidiary).

Notwithstanding the preceding, the following items shall not be deemed to be
Asset Sales:

                (1)     any single transaction or series of related transactions
        that involves assets having a fair market value of less than $2.0
        million;

                (2)     a transfer of assets or cancellation of Indebtedness
        between or among the Company and its Restricted Subsidiaries;

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

                                        2
<Page>

                (4)     the sale, lease, sub-lease, license, sub-license or
        consignment of equipment, inventory, intellectual property, products,
        services, accounts receivable or other assets in the ordinary course of
        business;

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

                (6)     a Restricted Payment or Permitted Investment that is
        permitted by Section 4.07 hereof;

                (7)     the licensing of intellectual property to third Persons
        on customary terms as determined by the Board of Directors in good
        faith;

                (8)     any sale or disposition of any property or equipment
        that has become damaged, worn-out, obsolete, condemned, given over in
        lieu of deed or otherwise unsuitable or not required for the ordinary
        course of the business of the Company and its Restricted Subsidiaries;

                (9)     foreclosure of assets;

                (10)    the creation or realization of any Lien permitted under
        this Indenture; and

                (11)    the settlement or write-off of accounts receivable or
        the sale of overdue accounts receivable for collection in the ordinary
        course of business.

                "ATTRIBUTABLE DEBT" in respect of a sale and leaseback
transaction means, at the time of determination, the present value of the
obligation of the lessee for net rental payments during the remaining term of
the lease included in such sale and leaseback transaction, including any period
for which such lease has been extended or may, at the option of the lessor, be
extended. Such present value shall be calculated using a discount rate equal to
the rate of interest implicit in such transaction, determined in accordance with
GAAP.

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

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

                "BOARD OF DIRECTORS" means:

                (1)     with respect to a corporation, the board of directors of
        the corporation or a committee thereof authorized to exercise the power
        of the board of directors of such corporation;

                                        3
<Page>

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

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

                "BROKER-DEALER" has the meaning set forth in the Registration
Rights Agreement.

                "BUSINESS DAY" means any day other than a Legal Holiday.

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

                "CAPITAL STOCK" means:

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

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

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

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

                "CASH EQUIVALENTS" means:

                (1)     United States dollars;

                (2)     securities issued or directly and fully guaranteed or
        insured by the United States government or any agency or instrumentality
        thereof (PROVIDED that the full faith and credit of the United States is
        pledged in support thereof) having maturities of not more than 360 days
        from the date of acquisition, unless such securities are deposited to
        defease any Indebtedness;

                (3)     certificates of deposit and eurodollar time deposits
        with maturities of not more than 360 days from the date of acquisition,
        bankers' acceptances with maturities of not more than 360 days and
        overnight bank deposits, in each case, with any domestic commercial bank
        having capital and surplus in excess of $500.0 million and a rating of
        P-2 or better from Moody's Investor Service, Inc. or A-2 or better from
        Standard & Poor's Rating Services;

                                        4
<Page>

                (4)     repurchase obligations for underlying securities of the
        types described in clauses (2) and (3) above entered into with any
        financial institution meeting the qualifications specified in clause (3)
        above;

                (5)     commercial paper having a rating of P-2 or better from
        Moody's Investor Service, Inc. or A-2 or better from Standard & Poor's
        Rating Services and in each case maturing not more than 360 days after
        the date of acquisition; and

                (6)     money market funds at least substantially all of the
        assets of which constitute Cash Equivalents of the kinds described in
        clauses (1) through (5) of this definition.

                "CHANGE OF CONTROL" means the occurrence of any of the
following:

                (1)     the direct or indirect sale, transfer, conveyance or
        other disposition (other than by way of merger or consolidation), in one
        or a series of related transactions, of all or substantially all of the
        properties or assets of the Parent and its Restricted Subsidiaries or
        the Company and its Restricted Subsidiaries, in each case, taken as a
        whole, to any "person" (as that term is used in Section 13(d)(3) of the
        Exchange Act) other than the Principals or Related Parties of the
        Principals;

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

                (3)     the consummation of any transaction (including, without
        limitation, any merger or consolidation) the result of which is that any
        "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
        of the Exchange Act), other than the Principals and their Related
        Parties, becomes the Beneficial Owner, directly or indirectly, of more
        than 50% of the voting power of the Voting Stock of the Company or the
        Parent, as the case may be;

                (4)     the first day on which a majority of the members of the
        Board of Directors of the Parent or the Company are not Continuing
        Directors; or

                (5)     the Parent or the Company consolidates with, or merges
        with or into, any Person, or any Person consolidates with, or merges
        with or into, the Parent or the Company, in any such event pursuant to a
        transaction in which any of the outstanding Voting Stock of the Parent,
        the Company or such other Person is converted into or exchanged for
        cash, securities or other property, other than any such transaction
        where (A) the Voting Stock of the Parent or the Company outstanding
        immediately prior to such transaction is converted into or exchanged for
        Voting Stock (other than Disqualified Stock) of the surviving or
        transferee Person constituting a majority of the outstanding shares of
        such Voting Stock of such surviving or transferee Person (immediately
        after giving effect to such issuance) and (B) immediately after such
        transaction, no "person" or "group" (as such terms are used in Sections
        13(d) and 14(d) of the Exchange Act), other than the Principals and
        their Related Parties, becomes the Beneficial Owner, directly or
        indirectly,

                                        5
<Page>

        of more than 50% of the voting power of the Voting Stock of the
        surviving or transferee person.

                "COMPANY" means prior to the Merger, Pierre Merger Corp., a
North Carolina corporation and, following the Acquisition, Pierre Foods, Inc., a
North Carolina corporation, until a successor replaces it under this Indenture
pursuant to Article 5 and thereafter means such successor.

                "CONSOLIDATED CASH FLOW" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period and, without duplication, PLUS:

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

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

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

                (4)     any management fees paid to the Principals by the
        Company in such period, to the extent that any such management fees were
        deducted in computing such Consolidated Net Income; PROVIDED that the
        maximum aggregate amount of such management fees in any 12-month period
        shall not exceed the greater of $2.0 million and an amount equal to 1.0%
        of the consolidated earnings before interest, taxes, depreciation and
        amortization of the Company and its Subsidiaries for such period; MINUS

                (5)     non-cash items increasing such Consolidated Net Income
        for such period, excluding any items which represent the reversal of any
        accrual of, or cash reserve for, anticipated cash charges in any prior
        period;

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

                Notwithstanding the preceding, the provision for taxes based on
the income or profits of, the Fixed Charges of and the depreciation and
amortization and other non-cash expenses of, a Restricted Subsidiary of the
Company shall be added to Consolidated Net Income to compute Consolidated Cash
Flow of the Company (A) in the same proportion that the Net Income of such
Restricted Subsidiary was added to compute such Consolidated Net Income of the
Company and (B) only to the extent that a corresponding amount would be
permitted at the date of determination to be dividended or distributed to the
Company by such Restricted Subsidiary without prior

                                        6
<Page>

governmental approval (that has not been obtained), and without direct or
indirect restriction pursuant to the terms of its charter and all agreements,
instruments, judgments, decrees, orders, statutes, rules and governmental
regulations applicable to that Restricted Subsidiary or its stockholders.

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

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

                (2)     the Net Income of any Restricted Subsidiary shall be
        excluded to the extent that the declaration or payment of dividends or
        similar distributions by that Restricted Subsidiary of that Net Income
        is not at the date of determination permitted without any prior
        governmental approval (that has not been obtained) or, directly or
        indirectly, by operation of the terms of its charter or any agreement,
        instrument, judgment, decree, order, statute, rule or governmental
        regulation applicable to that Restricted Subsidiary or its stockholders
        (except, for purposes of calculating Consolidated Net Income for the
        covenant described under "Restricted Payments," in each case to the
        extent of the amount of dividends or distributions that have been paid
        to the Company or to any Restricted Subsidiary not subject to any such
        restrictions);

                (3)     the Net Income (or loss) of any Person acquired during
        the specified period for any period prior to the date of such
        acquisition shall be excluded;

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

                (5)     notwithstanding clause (1) above, the Net Income of any
        Unrestricted Subsidiary shall be excluded, whether or not distributed to
        the specified Person or one of its Subsidiaries;

                (6)     any non-cash goodwill or other intangible asset
        impairment charges incurred subsequent to the date of this Indenture
        resulting from the application of SFAS 142 shall be excluded;

                (7)     the net loss of any Person other than a Restricted
        Subsidiary shall be excluded;

                (8)     non-cash compensation charges resulting from stock
        options, restricted stock grants or other equity-incentive programs, or
        resulting from the accretion or accrual of dividends on preferred stock
        held by the Company's deferred compensation plan (to the extent not paid
        in cash by the Company or any of its Restricted Subsidiaries), shall be
        excluded; and

                                        7
<Page>

                (9)     any increase in cost of goods sold as a result of the
        step-up in inventory valuation arising from applying the purchase method
        of accounting in accordance with GAAP in connection with the Acquisition
        or any acquisition consummated after the date of this Indenture, net of
        taxes, shall be excluded.

                "CONTINUING DIRECTORS" means, as of any date of determination,
any member of the Board of Directors of the Company or the Parent, as the case
may be, who:

                (1)     was a member of such Board of Directors on the date of
        the Acquisition; or

                (2)     was nominated for election or elected to such Board of
        Directors with the approval of a majority of the Continuing Directors
        who were members of such Board at the time of such nomination or
        election.

                "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address
of the Trustee specified in Section 11.02 hereof or such other address as to
which the Trustee may give notice to the Company.

                "CREDIT AGREEMENT" means that certain Credit Agreement, to be
dated as of the date of this Indenture, by and among the Company, Wachovia Bank,
National Association, as Administrative Agent, Banc of America Securities LLC,
as Syndication Agent, and the other Lenders named therein providing for up to
$150.0 million in term loan borrowings and $40.0 million of revolving credit
borrowings, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced, restated, substituted or
refinanced in whole or in part from time to time, including any agreement
extending the maturity of, refinancing, replacing or otherwise restructuring
(including increasing the amount of available borrowings thereunder or adding
Subsidiaries of the Company as additional borrowers or such Subsidiaries or
other Persons as guarantors thereunder) all or any portion of the Indebtedness
under such agreement or any successor or replacement agreement and whether by
the same or any other agent, lender or group of lenders.

                "CREDIT FACILITIES" means one or more debt facilities
(including, without limitation, the Credit Agreement), commercial paper
facilities or indentures, in each case with banks or other institutional lenders
or a trustee providing for revolving credit loans, term loans, receivables
financing (including through the sale of receivables to such lenders or to
special purpose entities formed to borrow from such lenders against such
receivables), letters of credit or issuances of notes, in each case as amended,
modified, renewed, refunded, replaced, restated, substituted or refinanced in
whole or in part from time to time.

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

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

                                        8
<Page>

                "DEFINITIVE NOTE" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.07 hereof, in
the form of Exhibit A hereto, except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

                "DEPOSITARY" means, with respect to the Notes issuable or issued
in whole or in part in global form, the Person specified in Section 2.04 hereof
as the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                "DESIGNATED NON-CASH CONSIDERATION" means the fair market value
of non-cash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Non-cash Consideration pursuant to an Officers' Certificate setting
forth the basis of such valuation, less the amount of cash or Cash Equivalents
received in connection with a subsequent sale of such Designated Non-cash
Consideration.

                "DESIGNATED SENIOR DEBT" means (1) any Indebtedness outstanding
under the Credit Agreement; and (2) after the Credit Agreement has been paid in
full (or, prior to such time, with the consent of the lenders under the Credit
Agreement), any other Senior Debt permitted under this Indenture the principal
amount of which is $25.0 million or more and that has been designated by the
Company as "Designated Senior Debt."

                "DISQUALIFIED STOCK" means any Capital Stock that, by its terms
(or by the terms of any security into which it is convertible, or for which it
is exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature; PROVIDED that if such Capital Stock is issued to
any employee or to any plan for the benefit of employees of the Company or any
of its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Stock solely because it may be required to be
repurchased by the Company or such Subsidiary in order to satisfy applicable
statutory or regulatory obligations; and PROVIDED FURTHER that any Capital Stock
that would constitute Disqualified Stock solely because the holders thereof have
the right to require the Company to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07. The term
"Disqualified Stock" shall also include any options, warrants or other rights
that are convertible into Disqualified Stock or that are redeemable at the
option of the holder, or required to be redeemed, prior to the date that is 91
days after the date on which the Notes mature.

                "DOMESTIC SUBSIDIARY" means any Restricted Subsidiary that was
formed under the laws of the United States or any state thereof or the District
of Columbia

                "EARN-OUT OBLIGATION" means any contingent consideration based
on future operating performance of the acquired entity or assets or other
purchase price adjustment or

                                        9
<Page>

indemnification obligation, payable following the consummation of an acquisition
based on criteria set forth in the documentation governing or relating to such
acquisition.

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

                "EQUITY OFFERING" means an offering (including in a private
placement) of the Equity Interests (other than Disqualified Stock) of the
Company or the Parent, other than public offerings with respect to the Equity
Interests registered on Form S-8.

                "EQUITY SPONSOR" means Madison Dearborn Partners, LLC, a
Delaware limited liability company.

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

                "EXCHANGE NOTES" means the Notes issued in the Exchange Offer in
accordance with Section 2.07(f) hereof.

                "EXCHANGE OFFER" has the meaning set forth in the Registration
Rights Agreement.

                "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set
forth in the Registration Rights Agreement.

                "EXCLUDED CONTRIBUTION" means the net cash proceeds or Cash
Equivalents received by the Company from:

                (1)     contributions to its common equity capital; and

                (2)     the sale (other than to a Subsidiary or to any
        management equity plan or stock option plan or any other management or
        employee benefit plan or agreement of the Company or any Subsidiary) of
        Equity Interests (other than Disqualified Stock) of the Company,

in each case designated within 60 days of receipt of such net cash proceeds as
Excluded Contributions pursuant to an Officers' Certificate, so long as the net
cash proceeds therefrom are excluded from clause (3)(b) of Section 4.07.

                "EXISTING INDEBTEDNESS" means Indebtedness outstanding on the
date of this Indenture, other than under the Credit Agreement and this
Indenture.

                "FIXED CHARGE COVERAGE RATIO" means with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person for such period to the Fixed Charges of such Person for such period. In
the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or
issues, repurchases or redeems Disqualified Stock or preferred stock subsequent
to

                                       10
<Page>

the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated and on or prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption, Guarantee, repayment, repurchase or redemption
of Indebtedness, or such issuance, repurchase or redemption of Disqualified
Stock or preferred stock, and the use of the proceeds therefrom as if the same
had occurred at the beginning of the applicable four-quarter reference period.

                In addition, for purposes of calculating the Fixed Charge
Coverage Ratio:

                (1)     acquisitions, dispositions, mergers, consolidations and
        discontinued operations (as determined in accordance with GAAP) that
        have been made by the Company or any Restricted Subsidiary of the
        Company during the four-quarter reference period or subsequent to such
        reference period and on or prior to or simultaneously with the
        Calculation Date shall be calculated on a pro forma basis including Pro
        Forma Cost Savings assuming that all such acquisitions, dispositions,
        mergers, consolidations and discontinued operations (and the change in
        any associated fixed charge obligations and the change in Consolidated
        Cash Flow resulting therefrom) had occurred on the first day of the
        four-quarter reference period. If since the beginning of such period any
        Person (that subsequently became a Restricted Subsidiary of the Company
        or was merged with or into the Company or any Restricted Subsidiary of
        the Company since the beginning of such period) shall have made any
        acquisition, disposition, merger, consolidation or discontinued
        operation that would have required adjustment pursuant to this
        definition, then the Fixed Charge Coverage Ratio shall be calculated
        giving pro forma effect thereto for such period as if such acquisition,
        disposition, merger, consolidation or discontinued operation had
        occurred at the beginning of the applicable four-quarter period;

                (2)     in calculating Fixed Charges attributable to interest on
        any Indebtedness computed on a pro forma basis, (a) interest on
        outstanding Indebtedness determined on a fluctuating basis as of the
        Calculation 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 Calculation Date;
        (b) if interest on any Indebtedness actually incurred on the Calculation
        Date 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 rates, then the interest rate in effect on the
        Calculation Date will be deemed to have been in effect during the
        four-quarter period; and (c) notwithstanding clause (a) above, interest
        on Indebtedness determined on a fluctuating basis, to the extent such
        interest is covered by agreements relating to interest rate swaps, caps
        or collars, shall be deemed to accrue at the rate per annum resulting
        after giving effect to the operation of such agreement; and

                (3)     for any applicable four-quarter reference period that
        includes any period of time prior to the date of this Indenture, pro
        forma effect shall be given to the Transactions and the other
        adjustments that were added to "pro forma EBITDA" to calculate "pro
        forma Adjusted EBITDA" as set forth in "Offering Memorandum
        Summary--Summary Historical and Pro Forma Consolidated Financial Data"
        all as calculated in good faith by a

                                       11
<Page>

        responsible financial or accounting officer of the Company, as if they
        had occurred on the first day of such four-quarter reference period.

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

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

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

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

                (4)     the product of (a) all dividends and distributions,
        whether paid or accrued and whether or not in cash, on any series of
        Disqualified Stock of such Person or any Disqualified Stock or preferred
        stock of any of its Restricted Subsidiaries, other than dividends on
        Equity Interests payable solely in Equity Interests of the Company
        (other than Disqualified Stock) or to the Company or a Restricted
        Subsidiary of the Company, times (b) a fraction, the numerator of which
        is one and the denominator of which is one minus the then current
        combined federal, state and local statutory tax rate of such Person,
        expressed as a decimal, in each case, on a consolidated basis and in
        accordance with GAAP.

                "FOREIGN RESTRICTED SUBSIDIARY" means any Restricted Subsidiary
of the Company incorporated in any jurisdiction outside the United States;
PROVIDED that substantially all of such Restricted Subsidiary's assets are
located outside the United States.

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

                                       12
<Page>

                "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, issued in accordance
with certain sections of this Indenture.

                "GLOBAL NOTE LEGEND" means the legend set forth in Section
2.07(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

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

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

                "GUARANTORS" means:

                (1)     each direct or indirect Domestic Subsidiary of the
        Company on the date of this Indenture; and

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

and their respective successors and assigns until released from their
obligations under their Note Guarantees and this Indenture in accordance with
the terms of this Indenture.

                "HEDGING OBLIGATIONS" means, with respect to any specified
Person, the obligations of such Person under:

                (1)     interest rate swap agreements, interest rate cap
        agreements, interest rate collar agreements and other agreements or
        arrangements designed for the purpose of fixing, hedging, swapping or
        otherwise managing interest rate risk;

                (2)     commodity swap agreements, commodity option agreements,
        forward contracts and other agreements or arrangements designed for the
        purpose of fixing, hedging, swapping or otherwise managing commodity
        price risk; and

                (3)     foreign exchange contracts, currency swap agreements and
        other agreements or arrangements designed for the purpose of fixing,
        hedging, swapping or otherwise managing foreign currency exchange rate
        risk.

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

                "HOLDING" means Pierre Holding Corp., a Delaware corporation.

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

                                       13
<Page>

                (1)     borrowed money;

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

                (3)     banker's acceptances;

                (4)     representing Capital Lease Obligations;

                (5)     the balance deferred and unpaid of the purchase price of
        any property, except any such balance that constitutes an accrued
        expense or trade payable; or

                (6)     representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person; PROVIDED that
Indebtedness shall not include any Earn-out Obligation, except to the extent
that the contingent consideration relating thereto is not paid within 10
Business Days after the contingency relating thereto is resolved.

                The amount of any Indebtedness outstanding as of any date shall
be:

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

                (2)     the principal amount thereof, together with any interest
        thereon that is more than 30 days past due, in the case of any other
        Indebtedness; and

                (3)     with respect to Indebtedness of another Person secured
        by a Lien on the assets of the Company or any of its Restricted
        Subsidiaries, the lesser of the fair market value of the property
        secured or the amount of the secured Indebtedness.

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

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

                "INITIAL NOTES" means $125,000,000 aggregate principal amount of
Notes originally issued under this Indenture on the date hereof.

                "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is
an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who is not also a QIB.

                                       14
<Page>

                "INVESTMENTS" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made consistent with past practices), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is
no longer a Restricted Subsidiary of the Company, the Company shall be deemed to
have made a Restricted Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Restricted
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.07 hereof. The acquisition by the Company or any
Restricted Subsidiary of the Company of a Person that holds an Investment in a
third Person shall be deemed to be an Investment by the Company or such
Restricted Subsidiary in such third Person in an amount equal to the fair market
value of the Investment held by the acquired Person in such third Person in an
amount determined as provided in the final paragraph of Section 4.07 hereof.

                "ISSUE DATE" means the date on which $125,000,000 in aggregate
principal amount of the Notes were originally issued under this Indenture.

                "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
commercial banks in The City of New York or at a place of payment are authorized
or required by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

                "LEGENDED REGULATION S GLOBAL NOTE" means a global Note in the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount at maturity of the Notes initially sold in reliance
on Rule 903 of Regulation S.

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

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

                "LIQUIDATED DAMAGES" means the additional amounts (if any)
payable by the Company in the event of a Registration Default under, and as
defined in, the Registration Rights Agreement. The Trustee is not a party to the
Registration Rights Agreement and is not

                                       15
<Page>

responsible for determining whether Liquidated Damages are due and payable.
Until the Trustee receives an Officers' Certificate informing it of the amount
of, and the date such Liquidated Damages are due, the Trustee may assume without
inquiry that no Liquidated Damages are due and payable by the Company,

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

                (1)     any gain (or loss), together with any related provision
        for taxes on such gain (or loss), realized in connection with: (a) any
        Asset Sale (without reference to the $2.0 million limitation); or (b)
        the disposition of any other assets by such Person or any of its
        Restricted Subsidiaries (other than in the ordinary course of business)
        or the extinguishment of any Indebtedness of such Person or any of its
        Restricted Subsidiaries; and

                (2)     any extraordinary or nonrecurring gain (or loss)
        (including nonrecurring gains or losses of the Company and its
        Subsidiaries incurred in connection with the Stock Purchase Agreement
        and the related refinancing), together with any related provision for
        taxes on such extraordinary or nonrecurring gain (or loss).

                "NET PROCEEDS" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the costs relating to such Asset Sale or disposition of such non-cash
consideration, including, without limitation, legal, accounting and investment
banking fees, and sales commissions, and any relocation expenses incurred as a
result thereof, taxes paid or payable as a result thereof, in each case, after
taking into account any available tax credits or deductions and any tax sharing
arrangements, and amounts required to be applied to the repayment of
Indebtedness (other than revolving credit Indebtedness, unless there is a
required reduction in commitments) secured by a Lien on the asset or assets that
were the subject of such Asset Sale and any (1) reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP and (2) any reserve or payment with respect to any liabilities associated
with such asset or assets and retained by the Company after such sale or other
disposition thereof, including, without limitation, severance costs, pension and
other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with
such transaction.

                "NON-RECOURSE DEBT" means Indebtedness:

                (1)     as to which neither the Company nor any of its
        Restricted Subsidiaries (a) provides credit support of any kind
        (including any undertaking, agreement or instrument that would
        constitute Indebtedness), (b) is directly or indirectly liable as a
        guarantor or otherwise, or (c) constitutes the lender; and

                (2)     no default with respect to which (including any rights
        that the holders thereof may have to take enforcement action against an
        Unrestricted Subsidiary) would

                                       16
<Page>

        permit upon notice, lapse of time or both any holder of any other
        Indebtedness (other than the Notes) of the Company or any of its
        Restricted Subsidiaries to declare a default on such other Indebtedness
        or cause the payment thereof to be accelerated or payable prior to its
        Stated Maturity.

                "NON-U.S. PERSON" means a Person who is not a U.S. Person.

                "NOTE GUARANTEE" means a Guarantee of the Notes pursuant to this
Indenture.

                "NOTES" means the 9 7/8% Senior Subordinated Notes due 2012 of
the Company issued on the date hereof and any Additional Notes. The Initial
Notes and the Additional Notes, if any are issued, shall be treated as a single
class for all purposes under this Indenture.

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

                "OFFERING MEMORANDUM" means the offering memorandum, dated June
24, 2004, relating to the offering of the Notes.

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

                "OFFICERS' CERTIFICATE" means a certificate signed on behalf of
the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer, or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

                "OPINION OF COUNSEL" means an opinion from legal counsel that
meets the requirements of Section 13.05 hereof. The counsel may be an employee
of or counsel to the Company, but such counsel shall be admitted to practice law
in the State of New York.

                "PARENT" means any direct or indirect parent company of the
Company.

                "PARTICIPANT" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

                "PERMITTED BUSINESS" means any business conducted or proposed to
be conducted (as described in the Offering Memorandum) by the Company and its
Restricted Subsidiaries on the date of this Indenture and other businesses
reasonably related or ancillary thereto.

                "PERMITTED INVESTMENTS" means:

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

                                       17
<Page>

                (2)     any Investment in Cash Equivalents;

                (3)     any Investment by the Company or any Restricted
        Subsidiary of the Company in a Person, if as a result of such
        Investment:

                        (a)     such Person becomes a Restricted Subsidiary of
                the Company; or

                        (b)     such Person is merged, consolidated or
                amalgamated with or into, or transfers or conveys substantially
                all of its assets to, or is liquidated into, the Company or a
                Restricted Subsidiary of the Company;

                (4)     any Investment made as a result of the receipt of
        non-cash consideration from an Asset Sale or other sale of assets that
        was made pursuant to and in compliance with Section 4.10 of this
        Indenture;

                (5)     any Investment the payment for which consists of Equity
        interests (other than Disqualified Stock) of the Company; PROVIDED that
        the fair market value of such Investment shall be excluded from clause
        (3)(b) of Section 4.07 hereof;

                (6)     Hedging Obligations;

                (7)     other Investments in any Person having an aggregate fair
        market value (measured on the date each such Investment was made and
        without giving effect to subsequent changes in value), when taken
        together with all other Investments made pursuant to this clause (7)
        since the date of this Indenture, not to exceed $7.5 million, plus, if
        an Investment pursuant to this clause (7) is made in any Person that is
        not a Restricted Subsidiary of the Company at the date of the making of
        the Investment and such Person becomes a Restricted Subsidiary after
        such date, the lesser of (x) the amount of such Investment (valued at
        the date of the making of such Investment) made pursuant to this clause
        (7) by the Company and its Restricted Subsidiaries in the Person so
        designated and (y) the aggregate fair market value of such Investment
        owned by the Company and its Restricted Subsidiaries in the Person so
        designated immediately prior to such designation, plus an amount equal
        to any other net reduction in Investments made pursuant to this clause
        (7), not to exceed in the case of any such Investment, the amount of the
        Investment previously made and only if and to the extent such amounts
        are not included in the calculation of Consolidated Net Income;

                (8)     any Investment of the Company or any of its Restricted
        Subsidiaries existing on the date of this Indenture;

                (9)     loans to employees that are approved in good faith by a
        majority of the Board of Directors of the Company in an amount not to
        exceed $1.0 million outstanding at any time;

                (10)    any Investment acquired by the Company or any of its
        Restricted Subsidiaries:

                                       18
<Page>

                        (a)     in exchange for any other Investment or accounts
                receivable held by the Company or any such Restricted Subsidiary
                in connection with or as a result of a bankruptcy, workout,
                reorganization or recapitalization of a Person, or

                        (b)     as a result of a foreclosure by the Company or
                any of its Restricted Subsidiaries with respect to any secured
                Investment or other transfer of title with respect to any
                secured Investment in default;

                (11)    Investments consisting of the licensing or contribution
        of intellectual property pursuant to joint marketing arrangements with
        other Persons;

                (12)    advances to customers or suppliers in the ordinary
        course of business that are recorded in accordance with GAAP as accounts
        receivable or prepaid expenses or lease, utility and other similar
        deposits in the ordinary course of business; and

                (13)    Investments in joint ventures engaged in a Permitted
        Business not in excess of $10.0 million in the aggregate outstanding at
        any one time, plus, if an Investment pursuant to this clause (13) is
        made in any Person that is not a Restricted Subsidiary of the Company at
        the date of the making of the Investment and such Person becomes a
        Restricted Subsidiary after such date, the lesser of (x) the amount of
        such Investment (valued at the date of the making of such Investment)
        made pursuant to this clause (13) by the Company and its Restricted
        Subsidiaries in the Person so designated and (y) the aggregate fair
        market value of such Investment owned by the Company and its Restricted
        Subsidiaries in the Person so designated immediately prior to such
        designation, plus an amount equal to any other net reduction in
        Investments made pursuant to this clause (13), not to exceed in the case
        of any such Investment, the amount of the Investment previously made and
        only if and to the extent such amounts are not included in the
        calculation of Consolidated Net Income.

                "PERMITTED JUNIOR SECURITIES" means (1) Equity Interests in the
Company or any other business entity provided for by a plan of reorganization as
a successor thereto; or (2) debt securities that are subordinated to all Senior
Debt and any debt securities issued in exchange for Senior Debt at least to the
same extent as, or to a greater extent than, the Notes and the Note Guarantees
are subordinated to Senior Debt under this Indenture.

                "PERMITTED LIENS" means:

                (1)     Liens on the assets of the Company and any Guarantor
        securing Senior Debt (including Hedging Obligations with respect to
        Senior Debt) that was permitted by the terms of this Indenture to be
        incurred;

                (2)     Liens in favor of the Company or any Restricted
        Subsidiary of the Company;

                (3)     Liens on property of a Person existing at the time such
        Person is merged with or into or consolidated with the Company or any
        Restricted Subsidiary of the

                                       19
<Page>

        Company; PROVIDED that such Liens were in existence prior to the
        contemplation of such merger or consolidation and do not extend to any
        assets other than those of the Person merged into or consolidated with
        the Company or the Restricted Subsidiary;

                (4)     Liens on property existing at the time of acquisition
        thereof by the Company or any Restricted Subsidiary of the Company;
        PROVIDED that such Liens were in existence prior to the contemplation of
        such acquisition and do not extend to any property other than the
        property so acquired by the Company or the Restricted Subsidiary;

                (5)     Liens to secure Indebtedness (including Capital Lease
        Obligations) permitted by clause (4) of Section 4.09 covering only the
        assets acquired with such Indebtedness;

                (6)     Liens of the Company and its Restricted Subsidiaries
        existing on the date of this Indenture and any renewals or extensions
        thereof, in each case on terms no more restrictive than, and not
        extending to any property or assets other than those covered by such
        Liens, on the date of this Indenture;

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

                (8)     Liens to secure the performance of statutory
        obligations, surety or appeal bonds, performance bonds or other similar
        obligations (exclusive of obligations for the payment of borrowed money)
        incurred in the ordinary course of business;

                (9)     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;

                (10)    Liens incurred or deposits made in the ordinary course
        of business in connection with workers' compensation, unemployment
        insurance and other types of social security, including any Lien
        securing letters of credit issued in the ordinary course of business
        consistent with past practice in connection therewith;

                (11)    Liens to secure Indebtedness of any Foreign Restricted
        Subsidiary permitted to be incurred under Section 4.09 covering only the
        assets of such Foreign Restricted Subsidiary;

                (12)    Liens imposed by governmental authorities for taxes,
        assessments or other charges not yet subject to penalty or which are
        being contested in good faith and by appropriate proceedings, if
        adequate reserves with respect thereto are maintained on the books and
        records of the Company in accordance with GAAP;

                                       20
<Page>

                (13)    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;

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

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

                (16)    leases, subleases, licenses or sublicenses granted to
        other Persons in the ordinary course of business not materially
        interfering with the conduct of the business of the Company or any of
        its Restricted Subsidiaries or materially detracting from the value of
        the relative assets of the Company or any of its Restricted
        Subsidiaries;

                (17)    banker's Liens, rights of set-off and other similar
        Liens existing solely with respect to cash and cash equivalents on
        deposit in one or more accounts maintained by the Company or any
        Restricted Subsidiary;

                (18)    Liens on insurance policies and the proceeds thereof
        securing the financing of the premiums with respect thereto;

                (19)    Liens which arise under Article 4 of the UCC on items in
        collection and documents and proceeds related thereto; and

                (20)    financing statements filed in connection with operating
        leases or consignments.

                "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of
the Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); PROVIDED that:

                (1)     the principal amount (or accreted value, if applicable)
        of such Permitted Refinancing Indebtedness does not exceed the principal
        amount (or accreted value, if applicable) of the Indebtedness so
        extended, refinanced, renewed, replaced, defeased or refunded (plus all
        accrued interest thereon and the amount of any reasonably determined
        premium and other amounts necessary to accomplish such refinancing and
        such reasonable fees and expenses incurred in connection therewith);

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

                                       21
<Page>

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

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

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

                "PF MANAGEMENT" means PF Management, Inc., a North Carolina
corporation

                "PRINCIPALS" means the Equity Sponsor and its Affiliates.

                "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.07(g)(i) to be placed on all Notes issued hereunder except where otherwise
permitted by the provisions of this Indenture.

                "PRO FORMA COST SAVINGS" means, with respect to any period, the
reduction in net costs and related adjustments that (i) were directly
attributable to an Asset Acquisition that occurred during the four-quarter
period or after the end of the four-quarter period and on or prior to the
Calculation Date and calculated on a basis that is consistent with Regulation
S-X under the Securities Act as in effect and applied as of the date of this
Indenture, (ii) were actually implemented by the business that was the subject
of any such Asset Acquisition within six months after the date of the Asset
Acquisition and prior to the Calculation Date that are supportable and
quantifiable by the underlying accounting records of such business or (iii)
relate to the business that is the subject of any such Asset Acquisition and
that the Company reasonably determines are probable based upon specifically
identifiable actions to be taken within six months of the date of the Asset
Acquisition and, in the case of each of (i), (ii) and (iii), are described, as
provided below, in an Officer's Certificate, as if all such reductions in costs
had been effected as of the beginning of such period. Pro Forma Cost Savings
described above shall be accompanied by a certificate delivered to the Trustee
from the Company's Chief Financial Officer that outlines the specific actions
taken or to be taken, the net cost savings achieved or to be achieved from each
such action and that, in the case of clause (iii) above, such savings have been
determined to be probable.

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

                "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of June 30, 2004, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between

                                       22
<Page>

the Company and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the
Company to the purchasers of Additional Notes to register such Additional Notes
under the Securities Act.

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

                "REGULATION S GLOBAL NOTE" means a Global Note bearing the
Global Note Legend and the Private Placement Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount of the Notes resold in
reliance on Rule 904 of Regulation S.

                "RELATED PARTY" means:

                (1)     any controlling stockholder, partner, member, 80% (or
        more) owned Subsidiary, or immediate family member (in the case of an
        individual) of any Principal; or

                (2)     any trust, corporation, partnership or other entity, the
        beneficiaries, stockholders, partners, owners or Persons beneficially
        holding an 80% or more controlling interest of which consist of any one
        or more Principals and/or such other Persons referred to in the
        immediately preceding clause.

                "REPLACEMENT ASSETS" means (1) non-current assets that will be
used or useful in a Permitted Business or (2) all or substantially all of the
assets of a Permitted Business or (3) a majority of the Voting Stock of any
Person engaged in a Permitted Business that will become on the date of
acquisition thereof a Restricted Subsidiary.

                "REPRESENTATIVE" means the Trustee, administrative agent, agent
or representative for any Senior Debt.

                "RESPONSIBLE OFFICER" when used with respect to the Trustee,
means any officer within the Corporate Trust Services division of the Trustee
(or any successor group of the Trustee) or any other officer 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 his
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

                "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the
Private Placement Legend.

                "RESTRICTED GLOBAL NOTE" means a Global Note bearing the Private
Placement Legend.

                "RESTRICTED INVESTMENT" means an Investment other than a
Permitted Investment.

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

                                       23
<Page>

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

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

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

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

                "SEC" means the Securities and Exchange Commission.

                "SECURITIES ACT" means the Securities Act of 1933, as amended.

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

                "SENIOR DEBT" means:

                (1)     all Indebtedness of the Company or any Guarantor
        outstanding under the Credit Agreement and all Hedging Obligations with
        respect thereto, whether outstanding on the date of this Indenture or
        incurred thereafter;

                (2)     any other Indebtedness of the Company or any Guarantor
        permitted to be incurred under the terms of this Indenture, unless the
        instrument under which such Indebtedness is incurred expressly provides
        that it is on a parity with or subordinated in right of payment to the
        Notes or any Note Guarantee; and

                (3)     all Obligations with respect to the items listed in the
        preceding clauses (1) and (2) (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).

                Notwithstanding anything to the contrary in the preceding
paragraph, Senior Debt will not include:

                (1)     any Indebtedness that is, by its express terms,
        subordinated in right of payment to any other Indebtedness of the
        Company or any Guarantor;

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

                (3)     any Indebtedness of the Company to any of its
        Subsidiaries or other Affiliates (except to the extent such Affiliate is
        a lender under the Credit Agreement);

                (4)     any trade payables; or

                (5)     the portion of any Indebtedness that is incurred in
        violation of this Indenture.

                                       24
<Page>

                "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article I, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

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

                "STOCK PURCHASE AGREEMENT" means the Stock Purchase Agreement,
dated as of May 11, 2004, among PF Management, the PF Management Inc.
Shareholders, David R. Clark (as shareholders' agent) and Holding, as in effect
on the date of this Indenture.

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

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

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

                "SURVIVING CORPORATION" means Pierre Foods, Inc., a North
Carolina corporation, upon consummation of the merger of Pierre Merger Corp., a
North Carolina corporation, with and into Pierre Foods, Inc., until a successor
replaces it under this Indenture, and thereafter means such successor.

                "TAX SHARING AGREEMENT" means the Tax Sharing Agreement, dated
as of May 11, 2004, among PF Management, Pierre Holding Corp., the PF Management
Shareholders, David R. Clark (as shareholders' agent) and Holding, as in effect
on the date of this Indenture.

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

                "TOTAL TANGIBLE ASSETS" means the total consolidated assets,
less applicable depreciation, amortization and other valuation reserves and less
all goodwill, trade names, trademarks, patents, unamortized debt discount and
other intangibles, of the Company and its Restricted Subsidiaries, as shown on
the most recent balance sheet of the Company prepared in conformity with GAAP

                "TRANSACTIONS" has the meaning set forth in the Offering
Memorandum.

                                       25
<Page>

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

                "UNLEGENDED REGULATION S GLOBAL NOTE" means a permanent Global
Note in the form of Exhibit A hereto bearing the Global Note Legend, deposited
with or on behalf of and registered in the name of the Depositary or its nominee
and issued upon expiration of the Restricted Period.

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

                "UNRESTRICTED GLOBAL NOTE" means a permanent Global Note in the
form of Exhibit A attached hereto that bears the Global Note Legend and that has
the "Schedule of Exchanges of Interests in the Global Note" attached thereto,
and that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

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

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

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

                (4)     is a guarantor or otherwise directly or indirectly
        provides credit support for any Indebtedness of the Company or any of
        its Restricted Subsidiaries at the time of such designation unless such
        guarantee or credit support is released upon such designation; and

                (5)     has at least one director on its Board of Directors that
        is not a director or executive officer of the Company or any of its
        Restricted Subsidiaries and has at least one executive officer that is
        not a director or executive officer of the Company or any of its
        Restricted Subsidiaries.

                Any designation of a Restricted Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the

                                       26
<Page>

Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the preceding conditions and was
permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would
fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary of the Company as of such date and, if such Indebtedness
is not permitted to be incurred as of such date under Section 4.09, the Company
shall be in default hereunder.

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

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

                "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

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

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

                SECTION 1.02. OTHER DEFINITIONS.

<Table>
<Caption>
                                                                                    DEFINED IN
                TERM                                                                 SECTION
                <S>                                                                   <C>
                "Affiliate Transaction".....................................           4.11
                "Asset Sale Offer"..........................................           4.10
                "Authentication Order"......................................           2.02
                "Change of Control Offer"...................................           4.14
                "Change of Control Payment".................................           4.14
                "Change of Control Payment Date"............................           4.14
                "Covenant Defeasance".......................................           8.03
                "DTC".......................................................           2.04
                "Event of Default"..........................................           6.01
                "Excess Proceeds"...........................................           4.10
                "incur".....................................................           4.09
                "Legal Defeasance"..........................................           8.02
                "Note Guarantee"............................................          11.01
                "Offer Amount"..............................................           3.09
                "Offer Period"..............................................           3.09
                "Paying Agent"..............................................           2.04
                "Payment Blockage Notice"...................................          10.03
</Table>

                                       27
<Page>

<Table>
                <S>                                                                   <C>
                "Payment Blockage Period"...................................          10.03
                "Permitted Debt"............................................           4.09
                "Purchase Date".............................................           3.09
                "Registrar".................................................           2.04
                "Repurchase Offer"..........................................           3.09
                "Restricted Payments".......................................           4.07
</Table>

                SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

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

                "INDENTURE SECURITIES" means the Notes;

                "INDENTURE SECURITY HOLDER" means a Holder of a Note;

                "INDENTURE TO BE QUALIFIED" means this Indenture;

                "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee; and

                "OBLIGOR" on the Notes means the Company and any successor
obligor upon the Notes.

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

                SECTION 1.04. RULES OF CONSTRUCTION. Unless the context
otherwise requires:

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

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

                (c)     "or" is not exclusive;

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

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

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

                                       28
<Page>

                                    ARTICLE 2
                                    THE NOTES

                SECTION 2.01. FORM AND DATING. (a) GENERAL. The Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Note shall be dated the date of its
authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof.

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

                (b)     GLOBAL NOTES. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such amount of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.07 hereof.

                (c)     REGULATION S GLOBAL NOTES. Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of the Legended
Regulation S Global Note, which shall be deposited on behalf of the purchasers
of the Notes represented thereby with the Trustee, as custodian for The
Depository Trust Company ("DTC") in New York, New York, and registered in the
name of the Depositary or the nominee of the Depositary for the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided.
Following the termination of the Restricted Period, beneficial interests in the
Legended Regulation S Global Note shall be exchanged for beneficial interests in
Unlegended Regulation S Global Notes pursuant to the Applicable Procedures.
Simultaneously with the authentication of the Unlegended Regulation S Global
Notes, the Trustee shall cancel the Legended Regulation S Global Note. The
aggregate principal amount of the Regulation S Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary or its nominee, as the case may be, in connection with
transfers of interest as hereinafter provided.

                (d)     EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of

                                       29
<Page>

Euroclear" and the "General Terms and Conditions of Clearstream Banking" and
"Customer Handbook" of Clearstream shall be applicable to transfers of
beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearstream.

                SECTION 2.02. EXECUTION AND AUTHENTICATION. One Officer shall
sign the Notes for the Company by manual or facsimile signature.

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

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

                The aggregate principal amount of Notes that may be
authenticated and delivered under this Indenture is unlimited. The Trustee
shall, upon a written order of the Company signed by one Officer (an
"AUTHENTICATION ORDER"), authenticate Notes for original issue on the date
hereof in the aggregate principal amount of $125 million. At any time and from
time to time after execution of this Indenture, the Trustee shall, upon receipt
of an Authentication Order, authenticate Notes for original issue in an
aggregate principal amount specified in such Authentication Order. Such
Authentication Order shall specify the amount of the Notes to be authenticated
and the date on which the original issue of Notes is to be authenticated.

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

                SECTION 2.03. METHODS OF RECEIVING PAYMENTS ON THE NOTES.

                If a Holder of Notes has given wire transfer instructions to the
Company, the Company shall pay all principal, interest and premium and
Liquidated Damages, if any, on that Holder's Notes in accordance with those
instructions. All other payments on Notes shall be made at the office or agency
of the Paying Agent and Registrar within the City and State of New York unless
the Company elects to make interest payments by check mailed to the Holders at
their addresses set forth in the register of Holders.

                SECTION 2.04. REGISTRAR AND PAYING AGENT. The Company shall
maintain an office or agency where Notes may be presented for registration of
transfer or for exchange ("REGISTRAR") and an office or agency where Notes may
be presented for payment ("PAYING AGENT"). The Registrar shall keep a register
of the Notes and of their transfer and exchange. The Company may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company shall promptly notify the Trustee in
writing of the name and address of any Agent who is not a party to this
Indenture. If the Company fails to appoint or maintain

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<Page>

another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar.

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

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

                SECTION 2.05. PAYING AGENT TO HOLD MONEY IN TRUST. The Company
shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee
all money held by the Paying Agent for the payment of principal, premium or
Liquidated Damages, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Restricted Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Notes.

                SECTION 2.06. HOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of all Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and the Company shall otherwise comply with
TIA Section 312(a).

                SECTION 2.07. TRANSFER AND EXCHANGE. (a) TRANSFER AND EXCHANGE
OF GLOBAL NOTES. A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes shall be exchanged by the Company for Definitive
Notes if (i) the Depositary (x) notifies the Company that it is unwilling or
unable to continue to act as Depositary or (y) that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 120 days after the date of
such notice from the Depositary; (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged
for Definitive Notes and delivers a written notice to such effect to the
Trustee; PROVIDED that in no event shall the Legended Regulation S Global Note
be exchanged by the Company for Definitive Notes prior to the expiration of the
Restricted Period; or (iii) there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes. Upon the occurrence of
either of the preceding events in (i), (ii) or (iii) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee.
Global Notes also may be exchanged or

                                       31
<Page>

replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or
2.11 hereof, shall be authenticated and delivered in the form of, and shall be,
a Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.07(a), however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.07(b), (d) or (f)
hereof.

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

                (i)     TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL
        NOTE. Beneficial interests in any Restricted Global Note may be
        transferred to Persons who take delivery thereof in the form of a
        beneficial interest in the same Restricted Global Note in accordance
        with the transfer restrictions set forth in the Private Placement
        Legend. Beneficial interests in any Unrestricted Global Note may be
        transferred to Persons who take delivery thereof in the form of a
        beneficial interest in an Unrestricted Global Note. No written orders or
        instructions shall be required to be delivered to the Registrar to
        effect the transfers described in this Section 2.07(b)(i).

                (ii)    ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL
        INTERESTS IN GLOBAL NOTES. In connection with all transfers and
        exchanges of beneficial interests that are not subject to Section
        2.07(b)(i) above, the transferor of such beneficial interest must
        deliver to the Registrar either (A) (1) a written order from a
        Participant or an Indirect Participant given to the Depositary in
        accordance with the Applicable Procedures directing the Depositary to
        credit or cause to be credited a beneficial interest in another Global
        Note in an amount equal to the beneficial interest to be transferred or
        exchanged and (2) instructions given in accordance with the Applicable
        Procedures containing information regarding the Participant account to
        be credited with such increase or (B) (1) a written order from a
        Participant or an Indirect Participant given to the Depositary in
        accordance with the Applicable Procedures directing the Depositary to
        cause to be issued a Definitive Note in an amount equal to the
        beneficial interest to be transferred or exchanged and (2) instructions
        given by the Depositary to the Registrar containing information
        regarding the Person in whose name such Definitive Note shall be
        registered to effect the transfer or exchange referred to in (1) above;
        PROVIDED that in no event shall Definitive Notes be issued upon the
        transfer or exchange of beneficial interests in the Legended Regulation
        S Global Note prior to the expiration of the Restricted Period. Upon
        consummation of an Exchange Offer by the Company in accordance with
        Section 2.07(f) hereof, the requirements of this Section 2.07(b)(ii)
        shall be deemed to have been satisfied upon receipt by the Registrar of
        the instructions contained in the Letter of Transmittal delivered by the
        Holder of such beneficial interests in the Restricted Global Notes. Upon
        satisfaction of all of the requirements for transfer

                                       32
<Page>

        or exchange of beneficial interests in Global Notes contained in this
        Indenture and the Notes or otherwise applicable under the Securities
        Act, the Trustee shall adjust the principal amount at maturity of the
        relevant Global Notes pursuant to Section 2.07(h) hereof

                (iii)   TRANSFER OF BENEFICIAL INTERESTS TO ANOTHER RESTRICTED
        GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in another Restricted Global Note if the transfer
        complies with the requirements of Section 2.07(b)(ii) above and the
        Registrar receives the following:

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

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

                (iv)    TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN A
        RESTRICTED GLOBAL NOTE FOR BENEFICIAL INTERESTS IN THE UNRESTRICTED
        GLOBAL NOTE. A beneficial interest in any Restricted Global Note may be
        exchanged by any Holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        Section 2.07(b)(ii) above and:

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

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

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

                                (D)     the Registrar receives the following:

                                        (1)     if the Holder of such beneficial
                                interest in a Restricted Global Note proposes to
                                exchange such beneficial interest for a
                                beneficial interest in an Unrestricted Global
                                Note, a

                                       33
<Page>

                                certificate from such Holder in the form of
                                Exhibit C hereto, including the certifications
                                in item (1)(a) thereof; or

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

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

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

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

                (c)     TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS FOR
DEFINITIVE NOTES. (i) BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
RESTRICTED DEFINITIVE NOTES. If any Holder of a beneficial interest in a
Restricted Global Note proposes to exchange such beneficial interest for a
Restricted Definitive Note or to transfer such beneficial interest to a Person
who takes delivery thereof in the form of a Restricted Definitive Note, then,
upon receipt by the Registrar of the following documentation:

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

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

                (C)     if such beneficial interest is being transferred to an
        Institutional Accredited Investor in reliance on an exemption from the
        registration requirements of the Securities Act other than that listed
        in subparagraph (B) above, a certificate to the effect set forth in

                                       34
<Page>

        Exhibit B hereto, including the certifications, certificates and Opinion
        of Counsel required by item (3)(b) thereof, if applicable; or

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

        the Trustee shall cause the aggregate principal amount of the applicable
        Global Note to be reduced accordingly pursuant to Section 2.07(h)
        hereof, and the Company shall execute and the Trustee shall authenticate
        and deliver to the Person designated in the instructions a Definitive
        Note in the appropriate principal amount. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 2.07(c) shall be registered in such name or names and in
        such authorized denomination or denominations as the Holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest in a Restricted Global Note pursuant
        to this Section 2.07(c)(i) shall bear the Private Placement Legend and
        shall be subject to all restrictions on transfer contained therein.

                (ii)    BENEFICIAL INTERESTS IN LEGENDED REGULATION S GLOBAL
        NOTE TO DEFINITIVE NOTES. A beneficial interest in the Legended
        Regulation S Global Note may not be exchanged for a Definitive Note or
        transferred to a Person who takes delivery thereof in the form of a
        Definitive Note prior to the expiration of the Restricted Period, except
        in the case of a transfer pursuant to an exemption from the registration
        requirements of the Securities Act other than Rule 903 or Rule 904.

                (iii)   BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES TO
        UNRESTRICTED DEFINITIVE NOTES. A Holder of a beneficial interest in a
        Restricted Global Note may exchange such beneficial interest for an
        Unrestricted Definitive Note or may transfer such beneficial interest to
        a Person who takes delivery thereof in the form of an Unrestricted
        Definitive Note only if:

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

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

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

                (D)     the Registrar receives the following:

                                       35
<Page>

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

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

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

                (iv)    BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES TO
        UNRESTRICTED DEFINITIVE NOTES. If any Holder of a beneficial interest in
        an Unrestricted Global Note proposes to exchange such beneficial
        interest for a Definitive Note or to transfer such beneficial interest
        to a Person who takes delivery thereof in the form of a Definitive Note,
        then, upon satisfaction of the conditions set forth in Section
        2.07(b)(ii) hereof, the Trustee shall cause the aggregate principal
        amount of the applicable Global Note to be reduced accordingly pursuant
        to Section 2.07(h) hereof, and the Company shall execute and the Trustee
        shall authenticate and deliver to the Person designated in the
        instructions a Definitive Note in the appropriate principal amount. Any
        Definitive Note issued in exchange for a beneficial interest pursuant to
        this Section 2.07(c)(iv) shall be registered in such name or names and
        in such authorized denomination or denominations as the Holder of such
        beneficial interest shall instruct the Registrar through instructions
        from the Depositary and the Participant or Indirect Participant. The
        Trustee shall deliver such Definitive Notes to the Persons in whose
        names such Notes are so registered. Any Definitive Note issued in
        exchange for a beneficial interest pursuant to this Section 2.07(c)(iv)
        shall not bear the Private Placement Legend.

                (d)     TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS. (i) RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN RESTRICTED
GLOBAL NOTES. If any Holder of a Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note or to transfer
such Restricted Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in a Restricted Global Note, then, upon receipt by
the Registrar of the following documentation:

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

                                       36
<Page>

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

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

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

                (ii)    RESTRICTED DEFINITIVE NOTES TO BENEFICIAL INTERESTS IN
UNRESTRICTED GLOBAL NOTES. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if:

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

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

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

                (D)     the Registrar receives the following:

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

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

        and, in each such case set forth in this subparagraph (D), if the
        Registrar so requests or if the Applicable Procedures so require, an
        Opinion of Counsel in form reasonably acceptable to the Registrar to the
        effect that such exchange or transfer is in compliance with the
        Securities Act and that the restrictions on transfer contained herein
        and in the

                                       37
<Page>

        Private Placement Legend are no longer required in order to maintain
        compliance with the Securities Act.

                Upon satisfaction of the conditions of any of the subparagraphs
in this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.

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

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

                (e)     TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE
NOTES. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.07(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(e).

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

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

                        (B)     [INTENTIONALLY OMITTED]; and

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

                                       38
<Page>

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

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

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

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

                        (D)     the Registrar receives the following:

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

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

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

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

                (f)     EXCHANGE OFFER. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) one

                                       39
<Page>

or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes
tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (x) they are not participating in a distribution of the
Exchange Notes and (y) they are not affiliates (as defined in Rule 144) of the
Company, and (ii) Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Restricted
Global Notes so accepted Unrestricted Global Notes in the appropriate principal
amount.

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

                (i)     PRIVATE PLACEMENT LEGEND. (A) Except as permitted below,
        each Global Note and each Definitive Note (and all Notes issued in
        exchange therefor or substitution thereof) shall bear the legend in
        substantially the following form:

                "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
        ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE
        GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
        BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
        OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
        TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE
        GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
        SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO
        YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST
        DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER
        OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF
        THIS NOTE AND ANY THE GUARANTEES ENDORSED HEREON) (THE "RESALE
        RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
        THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
        SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
        PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
        PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
        DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
        ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT
        THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO
        OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
        STATES WITHIN THE MEANING OF REGULATION S UNDER THE

                                       40
<Page>

        SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
        COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
        TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
        DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER
        THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE
        RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF
        COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
        THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
        CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED
        AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
        REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
        TERMINATION DATE."

        Notwithstanding the foregoing, any Global Note or Definitive Note issued
        pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii),
        (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes issued in
        exchange therefor or substitution thereof) shall not bear the Private
        Placement Legend.

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

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

                (h)     CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or cancelled in whole and not in part, each such Global Note shall be returned
to or retained and cancelled by the Trustee in accordance with Section 2.12
hereof. At any time prior to such cancellation, if any beneficial interest in a
Global Note is exchanged for or transferred to a Person who shall take delivery
thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note
shall be reduced accordingly and an

                                       41
<Page>

endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who shall
take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note shall be increased accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such increase.

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

                (ii)    No service charge shall be made to a Holder of a
beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.11,
3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

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

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

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

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

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

                                       42
<Page>

                (viii)  All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.07 to
effect a registration of transfer or exchange may be submitted by facsimile with
the original to follow by first class mail.

                SECTION 2.08. REPLACEMENT NOTES. If any mutilated Note is
surrendered to the Trustee or the Company and the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

                Every replacement Note issued pursuant to this Section 2.08 is
an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

                SECTION 2.09. OUTSTANDING NOTES. The Notes outstanding at any
time are all the Notes authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation, those reductions in the interest
in a Global Note effected by the Trustee in accordance with the provisions
hereof, and those described in this Section as not outstanding. Except as set
forth in Section 2.10 hereof, a Note does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Note; however, Notes held
by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(b) hereof.

                If a Note is replaced pursuant to Section 2.08 hereof, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

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

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

                SECTION 2.10. TREASURY NOTES. In determining whether the Holders
of the required principal amount of Notes have concurred in any direction,
waiver or consent, Notes owned by the Company, or by any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes that the Trustee
knows are so owned shall be so disregarded.

                SECTION 2.11. TEMPORARY NOTES. Until certificates representing
Notes are ready for delivery, the Company may prepare and the Trustee, upon
receipt of an Authentication

                                       43
<Page>

Order, shall authenticate temporary Notes. Temporary Notes shall be
substantially in the form of certificated Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Notes in exchange for temporary
Notes.

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

                SECTION 2.12. CANCELLATION. The Company at any time may deliver
Notes to the Trustee for cancellation. The Registrar and Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of such cancelled Notes in its customary
manner. Subject to Section 2.08, the Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

                SECTION 2.13. DEFAULTED INTEREST. If the Company defaults in a
payment of interest on the Notes, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, PROVIDED that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

                SECTION 2.14. CUSIP NUMBERS. The Company in issuing the Notes
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
PROVIDED that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company shall
promptly notify the Trustee of any change in the "CUSIP" numbers.

                SECTION 2.15. ISSUANCE OF ADDITIONAL NOTES. The Company may,
subject to Article 4 of this Indenture and applicable law, issue Additional
Notes. The Initial Notes and any Additional Notes subsequently issued shall be
treated as a single class for all purposes under this Indenture.

                                       44
<Page>

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

                SECTION 3.01. NOTICES TO TRUSTEE. If the Company elects to
redeem Notes pursuant to the optional redemption provisions of Section 3.07
hereof, it shall furnish to the Trustee, at least 35 but not more than 60 days
before the redemption date (unless a shorter notice period shall be satisfactory
to the Trustee in its reasonable discretion), an Officers' Certificate setting
forth (i) the clause of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.

                SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED. If less than
all of the Notes are to be redeemed at any time, selection of Notes for
redemption shall be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed, or, if the Notes are not so listed, on a PRO RATA basis, by lot or by
such method as the Trustee shall deem fair and appropriate. In the event of
partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 days nor more than
60 days prior to the redemption date by the Trustee (unless a shorter time
period shall be satisfactory to the Trustee) from the outstanding Notes not
previously called for redemption.

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

                SECTION 3.03. NOTICE OF REDEMPTION. Subject to the provisions of
Section 3.09 hereof, at least 30 days but not more than 60 days before a
redemption date, the Company shall mail or cause to be mailed, by first class
mail, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address, except that redemption notices may be mailed more than
60 days prior to a redemption date if the notice is issued in connection with a
defeasance of the Notes in accordance with Article 8 hereof or a satisfaction
and discharge of the Indenture in accordance with Article 12 hereof. Notices of
redemption may not be conditional.

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

                (a)     the redemption date;

                (b)     the redemption price;

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

                                       45
<Page>

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

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

                (e)     that Notes called for redemption must be surrendered to
        the Paying Agent to collect the redemption price and become due on the
        date fixed for redemption;

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

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

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

                At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense.

                SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.

                SECTION 3.05. DEPOSIT OF REDEMPTION PRICE. One Business Day
prior to the redemption date, the Company shall deposit with the Trustee or with
the Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Notes to be redeemed on that date. The Trustee or the Paying
Agent shall promptly return to the Company any money deposited with the Trustee
or the Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

                If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

                SECTION 3.06. NOTES REDEEMED IN PART. Upon surrender of a Note
that is redeemed in part, the Company shall issue and, upon the Company's
written request, the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed portion of
the Note surrendered.

                                       46
<Page>

                SECTION 3.07. OPTIONAL REDEMPTION. (a) Except as set forth in
clause (b) of this Section 3.07, the Notes shall not be redeemable at the
Company's option prior to July 15, 2008. On or after July 15, 2008, the Company
may redeem all or a portion of the Notes upon not less than 30 days nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, thereon, to the applicable redemption date, if
redeemed during the twelve-month period beginning on July 15 of the years
indicated below:

<Table>
<Caption>
                YEAR                              PERCENTAGE
                <S>                                 <C>
                2008..........................      104.938%
                2009..........................      102.469%
                2010 and thereafter...........      100.000%
</Table>

                (b)     At any time prior to July 15, 2007, the Company may on
any one or more occasions redeem up to 35% of the aggregate principal amount of
the Notes issued under this Indenture at a redemption price of 109.875 % of the
principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages, if any, to the redemption date, with the net cash proceeds of one or
more Equity Offerings of the Company (or of the Parent to the extent such
proceeds are contributed to the common equity of the Company); PROVIDED that (1)
at least 65% of the aggregate principal amount of the Initial Notes issued
remains outstanding immediately after the occurrence of such redemption,
excluding Notes held by the Company and its Subsidiaries; and (2) the redemption
must occur within 90 days of the date of the closing of such Equity Offering
(or, in the case of any Equity Offering by the Parent, the contribution to the
Company).

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

                SECTION 3.08. MANDATORY REDEMPTION. Except as set forth in
Section 4.10 or 4.14 hereof, the Company is not required to make mandatory
redemption or sinking fund payments with respect to the Notes.

                SECTION 3.09. OFFER TO PURCHASE. In the event that, pursuant to
Section 4.10 or 4.14 hereof, the Company shall be required to commence an offer
to all Holders to purchase Notes (a "REPURCHASE OFFER"), it shall follow the
procedures specified in such Sections and, to the extent not inconsistent
therewith, the procedures specified below.

                The Repurchase Offer shall remain open for a period of no less
than 30 days and no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "OFFER PERIOD").
No later than three Business Days after the termination of the Offer Period (the
"PURCHASE DATE"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "OFFER
AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered
in response to the Repurchase Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

                                       47
<Page>

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

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

                (a)     that the Repurchase Offer is being made pursuant to this
        Section 3.09 and Sections 4.10 or 4.14 hereof and the length of time the
        Repurchase Offer shall remain open;

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

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

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

                (e)     that Holders electing to have a Note purchased pursuant
        to a Repurchase Offer may only elect to have all of such Note purchased
        or a portion of such Note in denominations of $1,000 or integral
        multiples thereof;

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

                (g)     that Holders shall be entitled to withdraw their
        election if the Company, the Depositary or the Paying Agent, as the case
        may be, receives, not later than the expiration of the Offer Period, a
        telegram, telex, facsimile transmission or letter setting forth the name
        of the Holder, the principal amount of the Note the Holder delivered for
        purchase and a statement that such Holder is withdrawing his election to
        have such Note purchased;

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

                                       48
<Page>

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

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

                                    ARTICLE 4

                                    COVENANTS

                SECTION 4.01. PAYMENT OF NOTES. The Company shall pay or cause
to be paid the principal of, premium, if any, and interest on the Notes on the
dates and in the manner provided in the Notes. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if a
Person other than the Company or a Subsidiary thereof, holds as of 12:00 p.m.
(noon) Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

                The Company shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue principal at the rate
equal to the then applicable interest rate on the Notes; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace period) at the same rate to the extent lawful.

                SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY. The Company shall
maintain in the Borough of Manhattan, The City of New York, an office or agency
(which may be an office of the Trustee or an affiliate of the Trustee, Registrar
or co-registrar) where Notes may be surrendered for registration of transfer or
for exchange and where notices and demands to, or upon the Company in respect
of, the Notes and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations,

                                       49
<Page>

surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

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

                The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.04.

                SECTION 4.03. REPORTS. (a) Whether or not required by the SEC,
so long as any Notes are outstanding, the Company will furnish to the Trustee,
and will furnish upon request to the Trustee on behalf of the Holders of Notes,
in each case within the time periods specified in the SEC's rules and
regulations:

        (1)     all quarterly and annual financial information that would be
                required to be contained in a filing with the SEC on Forms 10-Q
                and 10-K if the Company were required to file such Forms,
                including a "Management's Discussion and Analysis of Financial
                Condition and Results of Operations" and, with respect to the
                annual information only, a report on the annual financial
                statements by the Company's certified independent accountants;
                and

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

PROVIDED that the first such report shall be furnished upon the later of (i) the
45th day following the date of this Indenture and (ii) the time period specified
in the SEC's rules and regulations.

                In addition, following the date by which the Company is required
to consummate the exchange offer contemplated by the Registration Rights
Agreement, whether or not required by the SEC, the Company will file a copy of
all of the information and reports referred to in clauses (1) and (2) above with
the SEC for public availability within the time periods specified in the SEC's
rules and regulations (unless the SEC will not accept such a filing) and make
such information available to securities analysts and prospective investors upon
request. In addition, the Company and the Guarantors have agreed that, for so
long as any Notes (but not the Exchange Notes) remain outstanding, they will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

                (b)     If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by paragraph (a) above shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in "Management's Discussion and Analysis of Financial Condition

                                       50
<Page>

and Results of Operations," of the financial condition and results of operations
of the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

                SECTION 4.04. COMPLIANCE CERTIFICATE. (a) The Company and each
Guarantor (to the extent that such Guarantor is so required under the TIA) shall
deliver to the Trustee, within 120 days after the end of each fiscal year, an
Officers' Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

                (b)     So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

                (c)     The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith, but in no event later than three
Business Days, upon any Officer becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

                SECTION 4.05. TAXES. The Company shall pay, and shall cause each
of its Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes.

                SECTION 4.06. STAY, EXTENSION AND USURY LAWS. The Company and
each of the Guarantors covenant (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect

                                       51
<Page>

the covenants or the performance of this Indenture; and the Company and each of
the Guarantors (to the extent that it may lawfully do so) hereby expressly waive
all benefit or advantage of any such law, and covenant that it shall not, by
resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of
every such power as though no such law has been enacted.

                SECTION 4.07. RESTRICTED PAYMENTS. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly:

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

        (2)     purchase, redeem or otherwise acquire or retire for value
                (including, without limitation, in connection with any merger or
                consolidation) any Equity Interests of the Company or the
                Parent;

        (3)     make any payment of principal or premium on or with respect to,
                or purchase, redeem, defease or otherwise acquire or retire for
                value, any Indebtedness that is subordinated to the Notes or the
                Note Guarantees, except a payment of principal at the Stated
                Maturity thereof; or

        (4)     make any Restricted Investment (all such payments and other
                actions set forth in clauses (1) through (4) above being
                collectively referred to as "RESTRICTED PAYMENTS"),

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

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

        (2)     the Company would, at the time of such Restricted Payment and
                after giving pro forma effect thereto as if such Restricted
                Payment had been made at the beginning of the applicable
                four-quarter period, have been permitted to incur at least $1.00
                of additional Indebtedness pursuant to the Fixed Charge Coverage
                Ratio test set forth in the first paragraph of Section 4.09; and

        (3)     such Restricted Payment, together with the aggregate amount of
                all other Restricted Payments made by the Company and its
                Restricted Subsidiaries after the date of this Indenture
                (excluding Restricted Payments permitted by clauses (2), (3),
                (6), (7), (8), (10), (13) and (16) of the next succeeding
                paragraph), is less than the sum, without duplication, of:

                                       52
<Page>

                (a)     50% of the Consolidated Net Income of the Company for
                        the period (taken as one accounting period) from June 6,
                        2004 to the end of the Company's most recently ended
                        fiscal quarter for which internal financial statements
                        are available at the time of such Restricted Payment
                        (or, if such Consolidated Net Income for such period is
                        a deficit, less 100% of such deficit), PLUS

                (b)     100% of the amount received in cash plus the fair market
                        value, as determined in good faith by the Board of
                        Directors of the Company, of property and marketable
                        securities received by the Company subsequent to the
                        date of this Indenture as a contribution to its common
                        equity capital or from the issue or sale of Equity
                        Interests of the Company (other than Excluded
                        Contributions) or net cash proceeds received by the
                        Company subsequent to the date of this Indenture from
                        the issue or sale of Disqualified Stock or debt
                        securities of the Company that have been converted into
                        or exchanged for such Equity Interests (other than
                        Equity Interests (or Disqualified Stock or debt
                        securities) sold to a Restricted Subsidiary of the
                        Company); PLUS

                (c)     an amount equal to the net reduction in Restricted
                        Investments made by the Company and its Restricted
                        Subsidiaries subsequent to the date of this Indenture,
                        resulting from payments of interest on Indebtedness,
                        dividends, repayments of loans or advances or other
                        transfers of assets, in each case to the Company or any
                        such Restricted Subsidiary from any such Investment, or
                        from the net cash proceeds from the sale of any such
                        Investment, or from a redesignation of an Unrestricted
                        Subsidiary to a Restricted Subsidiary, but only if and
                        to the extent such amounts are not included in the
                        calculation of Consolidated Net Income and not to exceed
                        in the case of any Investment the amount of the
                        Investment previously made by the Company or any
                        Restricted Subsidiary in such Person or Unrestricted
                        Subsidiary; PROVIDED that any amounts in excess of the
                        amount of the Investment previously made may be added to
                        the amounts otherwise available under this clause (c) to
                        make Restricted Investments pursuant to this clause (3)
                        but not for other Restricted Payments.

                The preceding provisions will not prohibit:

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

        (2)     the repurchase, redemption, retirement, defeasance or other
                acquisition of any subordinated Indebtedness of the Company or
                any Restricted Subsidiary or of any Equity Interests of the
                Company or any Parent in exchange for, or out of the net cash
                proceeds of the substantially concurrent sale (other than to a
                Restricted

                                       53
<Page>

                Subsidiary of the Company) of, Equity Interests of the Company
                (or the Parent to the extent the net cash proceeds are
                contributed to the common equity of the Company) other than
                Disqualified Stock; PROVIDED that the amount of any such net
                proceeds that are utilized for any such redemption, repurchase,
                retirement, defeasance or other acquisition shall be excluded
                from clause (3)(b) of the preceding paragraph;

        (3)     the repayment, defeasance, redemption, repurchase or other
                acquisition of Indebtedness of the Company or any Restricted
                Subsidiary subordinated to the Notes or any Note Guarantee with
                the net cash proceeds from an incurrence of Permitted
                Refinancing Indebtedness;

        (4)     the payment of any dividend by a Restricted Subsidiary of the
                Company to the holders of its common Equity Interests on a pro
                rata basis;

        (5)     the repurchase, redemption or other acquisition or retirement
                for value of any Equity Interests of the Company and any
                distribution, loan or advance to the Parent for the repurchase,
                redemption or other acquisition or retirement for value of any
                Equity Interests of the Parent, in each case held by any former
                or current employees, officers, directors or consultants of the
                Company or any of its Restricted Subsidiaries or their
                respective estates, spouses, former spouses or family members
                under any management equity plan or stock option or other
                management or employee benefit plan or compensatory arrangement
                upon the death, disability or termination of employment of such
                Persons, in an amount not to exceed $2.0 million in any calendar
                year; PROVIDED that the Company may carry over and make in
                subsequent calendar years, in addition to the amounts permitted
                for such calendar year, the amount of such purchases,
                redemptions or other acquisitions or retirements for value
                permitted to have been made but not made in any preceding
                calendar year up to a maximum of $4.0 million in any calendar
                year; and PROVIDED FURTHER that such amount in any calendar year
                may be increased by an amount not to exceed (i) the net cash
                proceeds from the sale of Equity Interests (other than
                Disqualified Stock) of the Company (or the Parent to the extent
                such net cash proceeds are contributed to the common equity of
                the Company) to employees, officers, directors or consultants of
                the Company and its Restricted Subsidiaries that occurs after
                the date of this Indenture (to the extent the cash proceeds from
                the sale of such Equity Interests have not otherwise been
                applied to the payment of Restricted Payments) plus (ii) the
                cash proceeds of key man life insurance policies received by the
                Company and its Restricted Subsidiaries after the date of this
                Indenture less any amounts previously applied to the payment of
                Restricted Payments pursuant to this clause (5); PROVIDED
                FURTHER that cancellation of Indebtedness owing to the Company
                or the Parent from employees, officers, directors and
                consultants of the Company or any of its Restricted Subsidiaries
                in connection with a repurchase of Equity Interests of the
                Company from such Persons will not be deemed to constitute a
                Restricted Payment for purposes of this covenant or any other
                provisions of this Indenture; PROVIDED FURTHER that the net cash
                proceeds from such sales of Equity Interests described in clause
                (i) of this clause (5)

                                       54
<Page>

                shall be excluded from clause (3)(b) of the preceding paragraph
                to the extent such proceeds have been or are applied to the
                payment of Restricted Payments pursuant to this clause (5);

        (6)     (i) the payment of dividends or other distributions or the
                making of loans or advances to the Parent in amounts required
                for the Parent to pay franchise taxes and other fees required to
                maintain its existence and provide for all other operating costs
                of the Parent to the extent attributable to the ownership or
                operation of the Company and its Restricted Subsidiaries,
                including, without limitation, in respect of director fees and
                expenses, administrative, legal and accounting services provided
                by third parties and other costs and expenses, including all
                costs and expenses with respect to filings with the SEC, and
                (ii) fees and expenses incurred in connection with any
                acquisition permitted by the terms of this Indenture, up to an
                aggregate amount under this clause (6) of $1.0 million per
                fiscal year ($2.0 million following any underwritten public
                offering of Equity Interests of the Company or the Parent) plus
                any indemnification or expense reimbursement claims made by
                directors or officers of the Parent attributable to the
                ownership or operation of the Company and its Restricted
                Subsidiaries;

        (7)     the payment of dividends or other distributions by the Company
                to the Parent in amounts required to pay the tax obligations of
                the Parent attributable to the Company and its Subsidiaries
                determined as if the Company and its Subsidiaries had filed a
                separate consolidated, combined or unitary return for the
                relevant taxing jurisdiction; PROVIDED that any refunds received
                by the Parent attributable to the Company or any of its
                Subsidiaries shall promptly be returned by the Parent to the
                Company through a contribution to the common equity of, or the
                purchase of common stock (other than Disqualified Stock) of the
                Company from, the Company; and PROVIDED FURTHER that the amount
                of any such contribution or purchase shall be excluded from
                clause (3)(b) of the preceding paragraph;

        (8)     repurchases of Capital Stock deemed to occur upon the cashless
                exercise of stock options and warrants;

        (9)     other Restricted Payments not otherwise permitted pursuant to
                this covenant in an aggregate amount not to exceed $12.5
                million;

        (10)    Restricted Payments to holders of equity interests of PF
                Management contemplated by the Stock Purchase Agreement,
                including in connection with any post-closing purchase price
                adjustments, earn-outs, indemnification or escrow arrangements
                or payments under the Tax Sharing Agreement; PROVIDED that the
                aggregate amount of the post-closing earn-out based upon the
                achievement by the Company of certain performance measures
                described in the Stock Purchase Agreement shall not exceed $13.0
                million;

        (11)    the declaration and payment of dividends and distributions to
                holders of any class or series of Disqualified Stock of the
                Company or any of its Restricted Subsidiaries

                                       55
<Page>

                or preferred stock of any such Restricted Subsidiaries, in each
                case issued or incurred in accordance with Section 4.09 hereof;

        (12)    upon the occurrence of a Change of Control and within 60 days
                after completion of the offer to repurchase Notes pursuant to
                Section 4.14 hereof (including the purchase of all Notes
                tendered), any purchase or redemption of Indebtedness of the
                Company subordinated to the Notes that is required to be
                repurchased or redeemed pursuant to the terms thereof as a
                result of such Change of Control, at a purchase price not
                greater than 101% of the outstanding principal amount thereof
                (plus accrued and unpaid interest);

        (13)    any payments described in the Offering Memorandum under
                "Summary--The Transactions," "Use of Proceeds" or "Certain
                Relationships and Related Transactions," made by the Company
                (including any payments made by the Company to the Parent) in
                connection with the Transactions;

        (14)    Investments that are made with Excluded Contributions;

        (15)    after completion of an offer to repurchase Notes under Section
                4.14, the repurchase, redemption or other acquisition or
                retirement for value of Indebtedness of the Company that is
                subordinated to the Notes with Excess Proceeds remaining after
                such offer to the extent such Excess Proceeds are permitted to
                be used for general corporate purposes under Section 4.10; and

        (16)    the repurchase, redemption or other acquisition for value of
                Equity Interests of the Company or the Parent representing
                fractional shares of such Equity Interests in connection with a
                merger, consolidation, amalgamation or other combination
                involving the Company or the Parent; PROVIDED that the aggregate
                amount of such repurchase, redemption or other acquisition for
                value pursuant to this clause (16) does not to exceed $500,000;

        PROVIDED, HOWEVER, that in the case of clauses (5), (9), (11) and (15)
        above, no Default or Event of Default has occurred and is continuing.

        For purposes of determining compliance with this covenant, in the event
that a Restricted Payment meets the criteria of more than one of the exceptions
described in (1) through (16) above or is entitled to be made pursuant to the
first paragraph of this covenant, the Company shall, in its sole discretion,
classify the Restricted Payment in any manner that complies with the covenant.
The amount of all Restricted Payments (other than cash) shall be the fair market
value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued to or by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant shall, if the fair market value thereof exceeds $2.0 million, be
determined by the Board of Directors whose resolution with respect thereto shall
be delivered to the Trustee. The Board of Directors' determination must be based
upon an opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing if the fair market value exceeds

                                       56
<Page>

$7.5 million. 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 is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

                SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING
RESTRICTED SUBSIDIARIES. The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or permit to exist or
become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

        (1)     pay dividends or make any other distributions on its Capital
                Stock to the Company or any of its Restricted Subsidiaries or
                pay any indebtedness owed to the Company or any of its
                Restricted Subsidiaries;

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

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

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

        (1)     Existing Indebtedness and the Credit Agreement as in effect on
                the date of this Indenture and any amendments, modifications,
                restatements, renewals, increases, supplements, refundings,
                replacements or refinancings thereof, PROVIDED that such
                amendments, modifications, restatements, renewals, increases,
                supplements, refundings, replacements or refinancings are no
                more restrictive, taken as a whole, with respect to such
                encumbrances than those contained in such Existing Indebtedness
                and the Credit Agreement, as in effect on the date of this
                Indenture;

        (2)     this Indenture, the Notes and the Note Guarantees or by other
                Indebtedness of the Company or of a Guarantor which is PARI
                PASSU in right of payment with the Notes or Note Guarantees, as
                applicable, incurred under an indenture pursuant to Section 4.09
                hereof; PROVIDED that the encumbrances and restrictions are no
                more restrictive, taken as a whole, than those contained in this
                Indenture;

        (3)     applicable law or regulation;

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

                                       57
<Page>

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

        (6)     purchase money obligations for property acquired in the ordinary
                course of business that impose restrictions on the property so
                acquired of the nature described in clause (3) of the preceding
                paragraph;

        (7)     an agreement entered into for the sale or disposition of Capital
                Stock or assets of a Restricted Subsidiary or an agreement
                entered into for the sale of specified assets (in either case,
                so long as such encumbrance or restriction, by its terms,
                terminates on the earlier of the termination of such agreement
                or the consummation of such agreement and so long as such
                restriction applies only to the Capital Stock or assets to be
                sold);

        (8)     Permitted Refinancing Indebtedness, PROVIDED that the
                encumbrances and restrictions contained in the agreements
                governing such Permitted Refinancing Indebtedness are no more
                restrictive, taken as a whole, than those contained in the
                agreements governing the Indebtedness being refinanced;

        (9)     Permitted Liens securing Indebtedness that limit the right of
                the debtor to dispose of the assets subject to such Lien;

        (10)    customary limitations on the disposition or distribution of
                assets or property in joint venture agreements and other similar
                agreements entered into in the ordinary course of business;

        (11)    cash or other deposits or net worth imposed by customers or
                agreements entered into in the ordinary course of business; and

        (12)    Indebtedness of any Foreign Restricted Subsidiary incurred
                pursuant to clause (16) of the second paragraph of Section 4.09;
                PROVIDED that the Board of Directors of the Company determines
                in good faith at the time such dividend or other payment
                restrictions are created that they will not materially adversely
                affect the Company's ability to fulfill its obligations under
                the Notes and this Indenture.

                SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF
PREFERRED STOCK. The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and the Company
will not permit any of its Restricted Subsidiaries to issue any Disqualified
Stock or preferred stock; PROVIDED, HOWEVER, that the Company and the Guarantors
may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock,
the Guarantors may issue preferred stock and any Foreign Restricted Subsidiary
may incur Acquired Debt, if the Fixed Charge Coverage Ratio for the Company's
most recently ended four full fiscal quarters for which internal financial
statements

                                       58
<Page>

are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued
would have been at least 2.00 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or Disqualified Stock or preferred stock had been
issued, as the case may be, at the beginning of such four-quarter period.

        The first paragraph of this covenant will not prohibit the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

        (1)     (a) the incurrence by the Company or any Restricted Subsidiary
                of Indebtedness under Credit Facilities in an aggregate
                principal amount at any one time outstanding (with letters of
                credit being deemed to have a principal amount equal to the
                maximum potential liability of the Company and the Restricted
                Subsidiaries thereunder) not to exceed $190.0 million, less the
                aggregate amount of all Net Proceeds of Asset Sales applied by
                the Company or any Restricted Subsidiary to permanently repay
                any Indebtedness under Credit Facilities (and, in the case of
                any revolving credit Indebtedness under a Credit Facility, to
                effect a corresponding commitment reduction thereunder) pursuant
                to Section 4.10;

        (2)     the incurrence of the Existing Indebtedness;

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

        (4)     the incurrence by the Company or any of its Restricted
                Subsidiaries of Indebtedness represented by Capital Lease
                Obligations, mortgage financings or purchase money obligations,
                in each case, incurred for the purpose of financing all or any
                part of the purchase price, or cost of construction or
                improvement, of property (real or personal), plant or equipment
                used in the business of the Company or any of its Restricted
                Subsidiaries (whether through the direct acquisition of such
                assets or the acquisition of Equity Interests of any Person
                owning such assets) in an aggregate principal amount, including
                all Permitted Refinancing Indebtedness incurred to refund,
                refinance or replace any Indebtedness incurred pursuant to this
                clause (4), not to exceed the greater of (x) $10.0 million and
                (y) 8% of Total Tangible Assets;

        (5)     the incurrence by the Company or any of its Restricted
                Subsidiaries of Permitted Refinancing Indebtedness in exchange
                for, or the net proceeds of which are used to refund, refinance
                or replace Indebtedness (other than intercompany Indebtedness)
                that was permitted by this Indenture to be incurred under the
                first paragraph of this covenant or clauses (2), (3), (4), (5),
                (14) or (16) of this paragraph;

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

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                (a)     if the Company or any Guarantor is the obligor on such
                        Indebtedness, such Indebtedness must be expressly
                        subordinated to the prior payment in full in cash of all
                        Obligations with respect to the Notes, in the case of
                        the Company, or the Note Guarantee, in the case of a
                        Guarantor; and

                (b)     (i) any subsequent issuance or transfer of Equity
                        Interests that results in any such Indebtedness being
                        held by a Person other than the Company or a Restricted
                        Subsidiary thereof and (ii) any sale or other transfer
                        of any such Indebtedness to a Person that is not either
                        the Company or a Restricted Subsidiary thereof, shall be
                        deemed, in each case, to constitute an incurrence of
                        such Indebtedness by the Company or such Restricted
                        Subsidiary, as the case may be, that was not permitted
                        by this clause (6);

        (7)     the incurrence by the Company or any of its Restricted
                Subsidiaries of Hedging Obligations that are incurred in the
                ordinary course of business for the purpose of fixing, hedging
                or swapping interest rate, commodity price or foreign currency
                exchange rate risk (or to reverse or amend any such agreements
                previously made for such purposes), and not for speculative
                purposes, and that do not increase the Indebtedness of the
                obligor outstanding at any time other than as a result of
                fluctuations in interest rates, commodity prices or foreign
                currency exchange rates or by reason of fees, indemnities and
                compensation payable thereunder;

        (8)     the guarantee by the Company or any Restricted Subsidiary of
                Indebtedness of the Company or a Restricted Subsidiary of the
                Company that was permitted to be incurred by another provision
                of this covenant;

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

        (10)    the incurrence by the Company or any of its Restricted
                Subsidiaries of Indebtedness constituting reimbursement
                obligations with respect to letters of credit issued in the
                ordinary course of business, including, without limitation,
                letters of credit in respect of workers' compensation claims or
                self-insurance, or other Indebtedness with respect to
                reimbursement type obligations regarding workers' compensation
                claims or self-insurance; PROVIDED, HOWEVER, that, upon the
                drawing of such letters of credit or the incurrence of such
                Indebtedness, such obligations are reimbursed within 30 days
                following such drawing or incurrence;

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        (11)    the incurrence by the Company or any of its Restricted
                Subsidiaries of Indebtedness arising from agreements of the
                Company or such Restricted Subsidiary providing for
                indemnification, adjustment of purchase price or similar
                obligations, in each case, incurred or assumed in connection
                with the disposition of any business, assets or Capital Stock of
                the Company or a Restricted Subsidiary, other than guarantees of
                Indebtedness incurred by any Person acquiring all or any portion
                of such business, assets or a Subsidiary for the purpose of
                financing such acquisition; PROVIDED that the maximum assumable
                liability in respect of that Indebtedness shall at no time
                exceed the gross proceeds including non-cash proceeds (the fair
                market value of those non-cash proceeds being measured at the
                time received and without giving effect to any subsequent
                changes in value) actually received by the Company and/or that
                Restricted Subsidiary in connection with that disposition;

        (12)    the issuance of Disqualified Stock or preferred stock by any of
                the Company's Restricted Subsidiaries issued to the Company or
                another Restricted Subsidiary; PROVIDED that (i) any subsequent
                issuance or transfer of any Equity Securities that results in
                such Disqualified Stock or preferred stock being held by a
                Person other than the Company or a Restricted Subsidiary thereof
                and (ii) any sale or other transfer of any such shares of
                Disqualified Stock or preferred stock to a Person that is not
                either the Company or a Restricted Subsidiary thereof shall be
                deemed, in each case, to constitute an issuance of such shares
                of Disqualified Stock or preferred stock that was not permitted
                by this clause (12);

        (13)    the incurrence by the Company or any of its Restricted
                Subsidiaries of obligations in respect of performance and surety
                bonds and completion guarantees provided by the Company or such
                Restricted Subsidiary in the ordinary course of business;

        (14)    the incurrence by the Company or any Restricted Subsidiary of
                Indebtedness in an aggregate principal amount at any time
                outstanding, including all Permitted Refinancing Indebtedness
                incurred to refund, refinance or replace any Indebtedness
                incurred pursuant to this clause (14), not to exceed $12.5
                million;

        (15)    contingent liabilities arising out of endorsements of checks and
                other negotiable instruments for deposit or collection in the
                ordinary course of business;

        (16)    the incurrence by any Foreign Restricted Subsidiary of
                Indebtedness in an aggregate principal amount at any time
                outstanding, including all Permitted Refinancing Indebtedness
                incurred to refund, refinance or replace any Indebtedness
                incurred pursuant to this clause (16), not to exceed $5.0
                million; and

        (17)    the incurrence by the Company of Indebtedness consisting of
                promissory notes issued to current or former officers,
                directors, employees or consultants (or their estates, spouses
                or former spouses) of the Company or Parent or any Restricted
                Subsidiary of the Company, issued to purchase or redeem Equity
                Interests of the Company or Parent; provided that (x) the
                aggregate principal amount of such Indebtedness at any time
                outstanding does not exceed $5.0 million and (y) such

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                Indebtedness is expressly subordinated in right of payment to
                the Notes and does not provide for the payment of principal or
                interest thereon or other payments with respect thereto until 91
                days after the date on which the Notes mature.

        For purposes of determining compliance with this Section 4.09, in the
event that any proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (17) above, or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company will be permitted to classify such item of Indebtedness on the date
of its incurrence, and from time to time may reclassify, in any manner that
complies with this covenant at such time. Indebtedness under the Credit
Agreement outstanding immediately following the Acquisition shall be deemed to
have been incurred on such date in reliance on the exception provided by clause
(1) of the definition of Permitted Debt.

                SECTION 4.10. ASSET SALES. The Company will not, and will not
permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

        (1)     the Company (or the Restricted Subsidiary, as the case may be)
                receives consideration at the time of such Asset Sale at least
                equal to the fair market value of the assets or Equity Interests
                issued or sold or otherwise disposed of;

        (2)     such fair market value is determined by the Company's Board of
                Directors and evidenced by a resolution of the Board of
                Directors set forth in an Officers' Certificate delivered to the
                Trustee; and

        (3)     at least 75% of the consideration therefor received by the
                Company or such Restricted Subsidiary is in the form of cash,
                Cash Equivalents or Replacement Assets or a combination thereof.
                For purposes of this provision, each of the following shall be
                deemed to be cash:

                (a)     any liabilities (as shown on the Company's or such
                        Restricted Subsidiary's most recent balance sheet) of
                        the Company or any Restricted Subsidiary (other than
                        contingent liabilities and liabilities that are by their
                        terms subordinated to the Notes or any Note Guarantee)
                        that are assumed by the transferee of any such assets
                        and, in the case of liabilities other than Non-Recourse
                        Debt, where the Company and all Restricted Subsidiaries
                        are released from any further liability in connection
                        therewith (including by operation of law);

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

                (c)     any Designated Non-cash Consideration received by the
                        Company or any of its Restricted Subsidiaries in such
                        Asset Sale having an aggregate fair market value, taken
                        together with all other Designated Non-cash

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                        Consideration received since the date of this Indenture
                        pursuant to this clause (c) that is at that time
                        outstanding, not to exceed $5.0 million (with the fair
                        market value of each item of Designated Non-cash
                        Consideration being measured at the time received and
                        without giving effect to subsequent changes in value).

        For purposes of paragraph (3) above, any liabilities of the Company or
any Restricted Subsidiary that are not assumed by the transferee of such assets
and in respect of which the Company and all Restricted Subsidiaries are not
released from any future liabilities in connection therewith shall not be
considered consideration.

        Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option:

        (1)     to repay Senior Debt and, if the Senior Debt repaid is revolving
                credit Indebtedness, to correspondingly reduce commitments with
                respect thereto;

        (2)     to repay any Indebtedness that was secured by the assets sold in
                such Asset Sale;

        (3)     to purchase Replacement Assets or make a capital expenditure
                that is used or useful in a Permitted Business; or

        (4)     some combination of the foregoing.

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

        Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the next preceding sentence will constitute "Excess Proceeds."
Within 30 days after the aggregate amount of Excess Proceeds exceeds $10.0
million, the Company will make an Asset Sale Offer to all Holders of Notes and
all holders of other Indebtedness that is PARI PASSU with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase with the proceeds of sales of assets to purchase the maximum
principal amount of Notes and such other PARI PASSU Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer
will be equal to 100% of the principal amount of the Notes plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase, and
will be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Notes and such other PARI PASSU
Indebtedness to be purchased shall be purchased on a pro rata basis based on the
principal amount of Notes and such other PARI PASSU Indebtedness tendered. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

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        The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
compliance.

                SECTION 4.11. TRANSACTIONS WITH AFFILIATES. The Company will
not, and will not permit any of its Restricted Subsidiaries to, make any payment
to, or sell, lease, transfer or otherwise dispose of any of its properties or
assets to, or purchase any property or assets from, or enter into or make or
amend any transaction, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate on or after the date of
this Indenture (each, an "AFFILIATE TRANSACTION"), unless:

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

        (2)     the Company delivers to the Trustee:

                (a)     with respect to any Affiliate Transaction or series of
                        related Affiliate Transactions involving aggregate
                        consideration in excess of $2.0 million, a resolution of
                        the Board of Directors set forth in an Officers'
                        Certificate certifying that such Affiliate Transaction
                        complies with this covenant and that such Affiliate
                        Transaction has been approved in good faith by a
                        majority of the members of the Board of Directors (and,
                        if there are disinterested directors, a majority
                        thereof); and

                (b)     with respect to any Affiliate Transaction or series of
                        related Affiliate Transactions involving aggregate
                        consideration in excess of $7.5 million, an opinion as
                        to the fairness to the Company or such Restricted
                        Subsidiary of such Affiliate Transaction from a
                        financial point of view issued by an accounting,
                        appraisal or investment banking firm of national
                        standing.

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

        (1)     any reasonable consulting or employment agreement or arrangement
                entered into by the Company or any of its Restricted
                Subsidiaries approved in good faith by a majority of the members
                of the Board of Directors of the Company (and, if there are
                disinterested directors, a majority thereof);

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

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        (3)     payment of reasonable directors fees to directors of the Company
                and the Parent or any Restricted Subsidiary of the Company and
                the provision of customary indemnification to directors and
                officers of the Company and the Parent or any Restricted
                Subsidiary of the Company;

        (4)     sales of Equity Interests (other than Disqualified Stock) to
                Affiliates of the Company;

        (5)     any tax sharing agreement or arrangement and payments pursuant
                thereto among the Company and its Subsidiaries and any other
                Person with which the Company or its Subsidiaries is required or
                permitted to file a consolidated, combined or unitary tax return
                or with which the Company or any of its Restricted Subsidiaries
                is or could be part of a consolidated, combined or unitary group
                for tax purposes in amounts not otherwise prohibited by this
                Indenture; PROVIDED that any refunds received by any such other
                Person attributable to the Company or any of its Subsidiaries
                shall promptly be returned by such other Person to the Company
                through a contribution to the common equity of, or the purchase
                of common stock (other than Disqualified Stock) of the Company
                from, the Company;

        (6)     Restricted Payments that are permitted by Section 4.07 or any
                Permitted Investment;

        (7)     loans to employees that are approved in good faith by a majority
                of the Board of Directors of the Company in an amount not to
                exceed $1.0 million outstanding at any time and advances and
                expense reimbursements to employees in the ordinary course of
                business;

        (8)     transactions with a Person engaged in a Permitted Business;
                PROVIDED that all the outstanding ownership interests of such
                Person are owned only by the Company, its Restricted
                Subsidiaries and Persons who are not Affiliates of the Company;

        (9)     so long as there is no Default or Event of Default that has
                occurred and is continuing, the payment of customary annual fees
                and related expenses to the Principals; PROVIDED that such fees
                shall not, in the aggregate, exceed $2.0 million (plus
                out-of-pocket expenses) in any twelve-month period commencing
                after the date of this Indenture; and

        (10)    so long as there is no Default or Event of Default that has
                occurred and is continuing, the payment of fees for customary
                management, consulting and advisory services and related
                expenses to the Principals made pursuant to financial advisory,
                consulting, financing, underwriting or placement agreements or
                otherwise in respect of other investment banking, financial
                advisory or consulting services, including, without limitation,
                in connection with acquisitions or divestitures, in each case,
                which payments are (i) reasonably related to the services
                performed, (ii) approved in good faith by a majority of the
                members of the Board of Directors (and if there are directors
                not affiliated with the Equity Sponsor, a majority thereof),

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                and (iii) either (x) the amount of such fees when taken together
                with all other fees paid in reliance on this clause (10)
                (including any fees paid pursuant to clause (y) below) does not
                exceed $1.0 million in any twelve-month period or (y) the amount
                of such fees, in the case of any investment banking, financing
                or financial advisory services does not exceed 1.25% of the
                aggregate value of the transaction (including enterprise value
                in connection with acquisitions or divestitures (or portion
                thereof)) in respect of which such services are rendered.

                SECTION 4.12. LIENS. The Company will not, and will not permit
any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause
or suffer to exist or become effective any Lien of any kind securing
Indebtedness (other than Permitted Liens) upon any of their property or assets,
now owned or hereafter acquired, unless all payments due under this Indenture
and the Notes are secured on an equal and ratable basis with the obligations so
secured (or, in the case of subordinated Indebtedness, prior or senior thereto,
with the same relative priority as the Notes shall have with respect to such
subordinated Indebtedness) until such time as such obligations are no longer
secured by a Lien.

                SECTION 4.13. CORPORATE EXISTENCE. Subject to Article 5 hereof,
the Company shall do or cause to be done all things necessary to preserve and
keep in full force and effect (i) its corporate existence, and the corporate,
partnership or other existence of each of its Subsidiaries, in accordance with
the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its Subsidiaries;
PROVIDED, HOWEVER, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Subsidiaries, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries, taken as a whole, and that the loss thereof is
not adverse in any material respect to the Holders of the Notes.

                SECTION 4.14. OFFER TO REPURCHASE UPON CHANGE OF CONTROL. (a) If
a Change of Control occurs, each Holder of Notes will have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of that Holder's Notes pursuant to a Change of Control Offer
on the terms set forth in this Indenture. In the Change of Control Offer, the
Company will offer a Change of Control Payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid interest
and Liquidated Damages, if any, thereon, to the Change of Control Payment Date.
Within 30 days following any Change of Control, the Company will mail a notice
to each Holder describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Notes on the Change of Control
Payment Date specified in such notice, which date shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed, pursuant to
the procedures required by this Indenture and described in such notice. The
Company will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of the Notes as
a result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control provisions of
this Indenture, the Company will comply with the

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applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of this
Indenture by virtue of such compliance.

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

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

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

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

        The Paying Agent will promptly mail to each Holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; PROVIDED that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof.

        Prior to complying with any of the provisions of this Section 4.14, but
in any event within 30 days following a Change of Control, the Company will
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this covenant. The Company will publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

        (c) The Company will not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer or if a notice of redemption for all outstanding notes
has been given pursuant to this Indenture under Section 3.07. A Change of
Control Offer may be made in advance of a Change of Control, conditional upon
such Change of Control, if a definitive agreement is in place for the Change of
Control at the time of making the Change of Control Offer. Notes repurchased
pursuant to a Change of Control Offer will be retired and cancelled.

                SECTION 4.15. LIMITATION ON SENIOR SUBORDINATED DEBT. The
Company will not incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is contractually subordinate or junior in right
of payment to any Senior Debt of the Company and senior in right of payment to
the Notes. No Guarantor will incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is contractually subordinate
or junior in right of payment to the Senior Debt of such Guarantor and senior in
right of payment to such Guarantor's Note Guarantee. For purposes of the
foregoing, no Indebtedness will be deemed to be subordinated in right of payment
to any other Indebtedness of the Company or any Guarantor, as applicable, solely
by virtue of being unsecured or by virtue of the fact that the holders of any

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secured Indebtedness have entered into intercreditor agreements giving one or
more of such holders priority over the other holders in the collateral held by
them.

                SECTION 4.16. LIMITATION ON ISSUANCES OF GUARANTEES OF
INDEBTEDNESS. The Company will not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee or pledge any assets to secure the payment
of any other Indebtedness of the Company or any other Restricted Subsidiary
(other than a Guarantee or pledge by a Foreign Restricted Subsidiary securing
the payment of Indebtedness of another Foreign Restricted Subsidiary) unless
either (1) such Restricted Subsidiary is a Guarantor or (2) such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture
providing for the Guarantee of the payment of the Notes by such Restricted
Subsidiary, which Guarantee shall be senior to or PARI PASSU with such
Subsidiary's Guarantee of or pledge to secure such other Indebtedness, unless
such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes
may be subordinated to the Guarantee of such Senior Debt to the same extent as
the Notes are subordinated to such Senior Debt.

        Notwithstanding the preceding paragraph, any Note Guarantee may provide
by its terms that it will be automatically and unconditionally released and
discharged pursuant to Section 11.06. The form of the Note Guarantee is attached
hereto as Exhibit E.

                SECTION 4.17. ADDITIONAL NOTE GUARANTEES. If the Company or any
of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary
on or after the date of this Indenture, then that newly acquired or created
Domestic Subsidiary must become a Guarantor and execute a supplemental indenture
and deliver an Opinion of Counsel to the Trustee within 20 Business Days of the
date on which it was acquired or created.

                SECTION 4.18. BUSINESS ACTIVITIES. The Company will not, and
will not permit any Restricted Subsidiary to, engage in any business other than
Permitted Businesses.

                SECTION 4.19. DESIGNATION OF RESTRICTED AND UNRESTRICTED
SUBSIDIARIES. The Board of Directors of the Company may designate any Restricted
Subsidiary of the Company to be an Unrestricted Subsidiary if that designation
would not cause a Default; PROVIDED that in no event shall there be any
Unrestricted Subsidiaries on or immediately following the date of this
Indenture. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary so designated
(after giving effect to any sale of Equity Interests of such Subsidiary in
connection with such designation) will be deemed to be a Restricted Investment
made as of the time of such designation and will either reduce the amount
available for Restricted Payments under the first paragraph of Section 4.07 or
reduce the amount available for future Investments under one or more clauses of
the definition of "Permitted Investments." That designation will only be
permitted if such Investment would be permitted at that time and if such
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; PROVIDED that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under Section 4.09 hereof calculated on a pro forma basis as if
such designation had occurred at the beginning of the

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four-quarter reference period; and (2) no Default or Event of Default would be
in existence following such designation.

                                    ARTICLE 5

                                   SUCCESSORS

                SECTION 5.01. MERGER CONSOLIDATION, OR SALE OF ASSETS. The
Company will not, directly or indirectly, consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation), and
the Company will not, and will not cause or permit any Restricted Subsidiary to,
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company and its Restricted Subsidiaries taken
as a whole, in one or more related transactions, to another Person (including by
way of consolidation or merger), unless:

        (1)     either: (a) the Company is the surviving corporation; or (b) the
                Person formed by or surviving any such consolidation or merger
                (if other than the Company) or to which such sale, assignment,
                transfer, conveyance or other disposition shall have been made
                is a corporation, partnership or limited liability company
                organized or existing under the laws of the United States, any
                state thereof or the District of Columbia; PROVIDED that, in the
                case such Person is a limited liability company or a
                partnership, a co-obligor of the Notes is a corporation;

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

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

        (4)     the Company or the Person formed by or surviving any such
                consolidation or merger (if other than the Company), or to which
                such sale, assignment, transfer, conveyance or other disposition
                shall have been made, will, on the date of such transaction
                after giving pro forma effect thereto and any related financing
                transactions as if the same had occurred at the beginning of the
                applicable four-quarter period, be permitted to incur at least
                $1.00 of additional Indebtedness pursuant to the Fixed Charge
                Coverage Ratio test set forth in the first paragraph of Section
                4.09 or if not, the Fixed Charge Coverage Ratio on such basis is
                higher than the Fixed Charge Coverage Ratio immediately prior to
                such transactions.

        In addition, neither the Company nor any Restricted Subsidiary may,
directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. This Section
5.01 will not apply to the Acquisition. In addition, clause (4) of this

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Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and any of its Restricted
Subsidiaries.

                SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation or merger, or any sale, assignment, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation into or with which the Company is merged or to which such sale,
assignment, transfer, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such consolidation,
merger, sale, conveyance or other disposition, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; PROVIDED, HOWEVER, that the predecessor Company shall not
be relieved from the obligation to pay the principal of and interest on the
Notes except in the case of a sale of all of the Company's assets that meets the
requirements of Section 5.01 hereof.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                SECTION 6.01. EVENTS OF DEFAULT. Each of the following is an
"Event of Default":

                (a)     default in the payment when due of interest on, or
        Liquidated Damages with respect to, the Notes (whether or not prohibited
        by Article 10 hereof) and such default continues for a period of 30
        days;

                (b)     default in payment when due of the principal of, or
        premium, if any, on the Notes (whether or not prohibited by Article 10
        hereof);

                (c)     failure by the Company to comply with the provisions of
        Sections 4.10, 4.14 and 5.01 hereof;

                (d)     failure by the Company or any of its Restricted
        Subsidiaries for 45 days after notice by the Trustee or Holders of at
        least 25% in principal amount of the Notes then outstanding, to comply
        with any of its other covenants or agreements in this Indenture;

                (e)     default by the Company or any Restricted Subsidiary
        under any mortgage, indenture or instrument under which there may be
        issued or by which there may be secured or evidenced any Indebtedness
        for money borrowed by the Company or any of its Restricted Subsidiaries
        (or the payment of which is guaranteed by the Company or any of its
        Restricted Subsidiaries) whether such Indebtedness or guarantee now
        exists, or is created after the date hereof, if that default (i) is
        caused by a failure to make any payment when due at final maturity of
        any such Indebtedness (a "Payment Default") or (ii) results in the
        acceleration of such Indebtedness prior to its express maturity, and, in
        each case,

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        the principal amount of any such Indebtedness, together with the
        principal amount of any other such Indebtedness under which there has
        been a Payment Default or the maturity of which has been so accelerated,
        aggregates $7.5 million or more;

                (f)     failure by the Company or any of its Restricted
        Subsidiaries to pay final judgments aggregating in excess of $7.5
        million, which judgments are not paid, discharged or stayed for a period
        of 60 days after such judgments have become final and non-appealable;

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

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

                        (1)     commences a voluntary case;

                        (2)     consents to entry of an order for relief against
                it in an involuntary case;

                        (3)     consents to the appointment of a custodian of it
                or for all or substantially all of its property;

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

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

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

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

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

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

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

                SECTION 6.02. ACCELERATION. If any Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the principal, premium, if any,
accrued interest and Liquidated Damages, if any, of the Notes to be due and
payable by notice in writing to the Company and (if from the Holders) the
Trustee specifying the respective Event of Default, and upon receipt of such
notice the same shall immediately become due and payable; PROVIDED, HOWEVER,
that so long as any Indebtedness or other obligations incurred pursuant to the
Credit Agreement shall be outstanding, that acceleration shall not be effective
until the earlier of (1) an acceleration of Indebtedness under the Credit
Agreement; or (2) five Business Days after receipt by the Company and the
Administrative Agent under the Credit Agreement of such notice of acceleration.
Notwithstanding the foregoing, in the case of an Event of Default described in
clause (h) or (i) of Section 6.01, with respect to the Company or any
Significant Subsidiary (or any group of Restricted Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary), all outstanding Notes will
become due and payable immediately without further action or notice.

                In the event of a declaration of acceleration of the Notes
because an Event of Default described in clause (e) of the preceding section has
occurred and is continuing, the declaration of acceleration of the Notes shall
be automatically annulled if the Event of Default or payment default triggering
such Event of Default pursuant to clause (e) of the preceding section shall be
remedied or cured by the Company or a Restricted Subsidiary of the Company or
waived by the holders of the relevant Indebtedness within 30 days after the
declaration of acceleration with respect thereto and if (i) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (ii) all existing Events of Default, except
nonpayment of principal, premium or interest on the Notes that became due solely
because of the acceleration of the Notes have been cured or waived.

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

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

                SECTION 6.04. WAIVER OF PAST DEFAULTS. Holders of not less than
a majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may on behalf of the Holders of all of the Notes waive an
existing Default or Event of Default and its consequences hereunder, except a
continuing Default or Event of Default in the payment of the principal of,
premium and Liquidated Damages, if any, or interest on, the Notes (including in
connection with an offer to purchase) (PROVIDED, HOWEVER, that the Holders of a
majority in aggregate principal amount of the then outstanding Notes may rescind
an acceleration and its consequences, including any related payment default that
resulted from such acceleration). The

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Company shall deliver to the Trustee an Officers' Certificate stating that the
requisite percentage of Holders have consented to such waiver and attaching
copies of such consents. In case of any such waiver, the Company, the Trustee
and the Holders shall be restored to their former positions and rights hereunder
and under the Notes, respectively. This Section 6.04 shall be in lieu of Section
316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

                SECTION 6.05. CONTROL BY MAJORITY. Subject to Section 2.10,
Holders of a majority in principal amount of the then outstanding Notes may
direct in writing the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of Holders of Notes not taking part in such direction,
and the Trustee shall have the right to decline to follow any such direction, if
the Trustee, being advised by counsel, determines that such action so directed
may not be lawfully taken or if the Trustee, in good faith, shall by a
Responsible Officer, determine that the proceedings so directed may involve the
Trustee in personal liability; PROVIDED that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. In the event the Trustee takes any action or follows any direction
pursuant to this Indenture, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against any loss or expense caused by
taking such action or following such direction. This Section 6.05 shall be in
lieu of Section 316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the
TIA is hereby expressly excluded from this Indenture and the Notes, as permitted
by the TIA.

                SECTION 6.06. LIMITATION ON SUITS. A Holder of a Note may pursue
a remedy with respect to this Indenture, the Notes or the Note Guarantees only
if:

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

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

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

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

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

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

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                SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Note to receive payment of principal, premium and Liquidated Damages, if
any, and interest on the Note, on or after the respective due dates expressed in
the Note (including in connection with an offer to purchase), or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

                SECTION 6.08. COLLECTION SUIT BY TRUSTEE. If an Event of Default
specified in Section 6.01 (a) or (b) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium and
Liquidated Damages, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

                SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee is
authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and the Holders of the Notes allowed in any
judicial proceedings relative to the Company (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other securities or property
payable or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to, or accept or adopt
on behalf of, any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                SECTION 6.10. PRIORITIES. Subject to Article 10, if the Trustee
collects any money pursuant to this Article, it shall pay out the money in the
following order:

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

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

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

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

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

                                    ARTICLE 7

                                     TRUSTEE

                SECTION 7.01. DUTIES OF TRUSTEE. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

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

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

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

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

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

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

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

                (e)     No provision of this Indenture shall require the Trustee
        to expend or risk its own funds or incur any liability. The Trustee
        shall be under no obligation to exercise any of its rights and powers
        under this Indenture at the request of any Holders, unless such Holder
        shall have offered to the Trustee security and indemnity satisfactory to
        it against any loss, liability or expense.

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

                SECTION 7.02. RIGHTS OF TRUSTEE. (a) The Trustee may
conclusively rely upon any document (whether in its original or facsimile form)
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 and may require (other than in connection with the Exchange
Offer contemplated by Section 2.07(f) unless required by the TIA) an Officers'
Certificate or an Opinion of Counsel or both. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

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

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

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

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

                (g)     The Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Section 6.01(a) or 6.01(b) or (ii) any Event of Default of which the Trustee
shall have received written notification or otherwise obtained actual knowledge.

                SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to the requirements of Sections 7.10 and 7.11 hereof.

                SECTION 7.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than its
certificate of authentication.

                SECTION 7.05. NOTICE OF DEFAULTS. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to the Holders of the Notes a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of, premium, if any, or interest or
Liquidated Damages on any Note, the Trustee may withhold the notice if and so
long as the board of directors, the executive committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.

                SECTION 7.06. REPORTS BY TRUSTEE TO THE HOLDERS OF THE NOTES.
Within 60 days after each May 15 beginning with the May 15 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee shall
mail to the Holders of the Notes a brief report dated as of such reporting date
that complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA Section 313(c).

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

                SECTION 7.07. COMPENSATION AND INDEMNITY. The Company shall pay
to the Trustee from time to time reasonable compensation for its acceptance of
this Indenture and services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel and
any taxes or other expenses incurred by a trust created pursuant to Section 8.04
hereof.

                The Company shall indemnify the Trustee and its agents against
any and all losses, liabilities, claims, damages or expenses (including
compensation, fees, disbursements and expenses of Trustee's agents and counsel)
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.07) and defending itself against any claim (whether asserted by the Company or
any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense is judicially determined to have been caused by
to its own negligence or bad faith. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

                The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture.

                To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that such Lien shall not apply to money
or property held in trust to pay principal and interest on particular Notes on a
non-pro rata basis. Such Lien shall survive the satisfaction and discharge of
this Indenture. The Trustee's right to receive payment of any amounts due under
this Section 7.07 shall not be subordinated to any other liability or
Indebtedness of the Company.

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

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

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

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

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

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

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

                (d)     the Trustee becomes incapable of acting.

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

                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 Notes of at least 10% in principal amount of the then
outstanding Notes may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.

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

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

                SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC. If the Trustee
consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to,

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another corporation or banking association, the successor corporation or banking
association without any further act shall be the successor Trustee.

                SECTION 7.10. ELIGIBILITY; DISQUALIFICATION. There shall at all
times be a Trustee hereunder that is a corporation or banking association
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

                This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); PROVIDED, HOWEVER, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company are outstanding, if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

                SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
DEFEASANCE. The Company may, at the option of its Board of Directors evidenced
by a resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or Section 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8

                SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE. Upon the Company's
exercise under Section 8.02 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be deemed to have been discharged from its obligations
with respect to all outstanding Notes and all obligations of the Guarantors
shall be deemed to have been discharged with respect to their obligations under
the Note Guarantees on the date the conditions set forth below are satisfied
(hereinafter, "LEGAL DEFEASANCE"). For this purpose, Legal Defeasance means that
the Company and the Guarantors shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes and Note Guarantees,
respectively, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04

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hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, interest and Liquidated Damages, if any, on such
Notes when such payments are due, (b) the Company's and the Guarantor's
obligations with respect to such Notes under Article 2 and Section 4.02 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company's obligations in connection therewith and (d) this Article 8.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.02 notwithstanding the prior exercise of its option under
Section 8.03 hereof.

                SECTION 8.03. COVENANT DEFEASANCE. Upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, the
Company and each of the Guarantors shall, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, be released from their respective
obligations under the covenants set forth in Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.14, 4.15, 4.16, 4.17, 4.18 and 4.19 hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder. For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(g)
hereof shall not constitute Events of Default.

                SECTION 8.04. CONDITIONS TO LEGAL DEFEASANCE OR COVENANT
DEFEASANCE. The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

                In order to exercise either Legal Defeasance or Covenant
Defeasance:

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

                (ii)    in the case of an election under Section 8.02 hereof,
        the Company shall have delivered to the Trustee an Opinion of Counsel
        reasonably acceptable to the Trustee confirming that (A) the Company has
        received from, or there has been published by, the

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        Internal Revenue Service a ruling or (B) since the date of this
        Indenture, there has been a change in the applicable federal income tax
        law, in either case, to the effect that, and based thereon such Opinion
        of Counsel shall confirm that, the Holders of the outstanding Notes
        shall not recognize income, gain or loss for federal income tax purposes
        as a result of such Legal Defeasance and shall be subject to federal
        income tax on the same amounts, in the same manner and at the same times
        as would have been the case if such Legal Defeasance had not occurred;

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

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

                (v)     such Legal Defeasance or Covenant Defeasance shall not
        result in a breach or violation of, or constitute a default under any
        material agreement or instrument to which the Company or any of its
        Subsidiaries is a party or by which the Company or any of its
        Subsidiaries is bound, including the Credit Agreement;

                (vi)    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 of Notes over any
        other creditors of the Company with the intent of defeating, hindering,
        delaying or defrauding any other creditors of the Company or others;

                (vii)   if the Notes are to be redeemed prior to their Stated
        Maturity, the Company must deliver to the Trustee irrevocable
        instructions to redeem all of the Notes on the specified redemption
        date; and

                (viii)  the Company shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that all
        conditions precedent, including, without limitation, the conditions set
        forth in this Section 8.04, provided for or relating to the Legal
        Defeasance or the Covenant Defeasance have been complied with.

                SECTION 8.05. DEPOSITED MONEY AND CASH EQUIVALENTS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS. Subject to Section 8.06 hereof, all money
and non-callable Government Securities (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due

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thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

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

                Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non-callable Cash Equivalents held by it as provided
in Section 8.05 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.05(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

                SECTION 8.06. REPAYMENT TO COMPANY. Any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, interest, or Liquidated Damages,
if any, on any Note and remaining unclaimed for two years after such principal,
and premium, if any, interest, or Liquidated Damages, if any, has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a secured creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

                SECTION 8.07. REINSTATEMENT. If the Trustee or Paying Agent is
unable to apply any United States dollars or non-callable Government Securities
in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; PROVIDED,
HOWEVER, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

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                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

                SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.
Notwithstanding Section 9.02 of this Indenture, without the consent of any
Holder of Notes, the Company, the Guarantors and the Trustee may amend or
supplement this Indenture or the Notes:

                (a)     to cure any ambiguity, defect, error or inconsistency;

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

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

                (d)     to make any change that would provide any additional
        rights or benefits to the Holders of Notes or that does not adversely
        affect in any material respect the legal rights under this Indenture of
        any such Holder;

                (e)     to comply with requirements of the SEC in order to
        effect or maintain the qualification of this Indenture under the Trust
        Indenture Act;

                (f)     to provide for the issuance of Additional Notes in
        accordance with the limitations set forth in this Indenture;

                (g)     to add Guarantors with respect to the Notes or to secure
        the Notes;

                (h)     to comply with the rules of any applicable securities
        depositary;

                (i)     to provide for a successor trustee in accordance with
        the terms of this Indenture or to otherwise comply with any requirement
        of this Indenture; or

                (j)     to conform the text of this Indenture or the Notes to
        any provision of the "Description of Notes" section of the Offering
        Memorandum.

                Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02(b) hereof stating that such amended or supplemental
Indenture complies with this Section 9.01, the Trustee shall join with the
Company in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

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                SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES. Except as
provided below in this Section 9.02, the Company and the Trustee may amend or
supplement this Indenture (including Sections 3.09, 4.10 and 4.14 hereof) and
the Notes with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding voting as a single class (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default or compliance with any
provision of this Indenture or the Notes may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes voting
as single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, the Notes). Without the consent of at
least 75% in aggregate principal amount of the Notes then outstanding voting as
a single class (including consents obtained in connection with a purchase of, or
tender offer or exchange offer for, the Notes), no waiver or amendment to this
Indenture may make any change in the provisions of Article 10 hereof that
adversely affects the rights of any Holder of Notes. Furthermore, neither
Article 8, Article 10 nor Section 11.02 shall be amended or modified without the
consent of the Administrative Agent under the Credit Agreement. Section 2.09
hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

                Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02(b)
hereof stating that any such amended or supplemental Indenture complies with
this Section 9.02, the Trustee shall join with the Company in the execution of
such amended or supplemental Indenture unless such amended or supplemental
Indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental
Indenture.

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

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

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

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

                (b)     reduce the principal of or change the fixed maturity of
        any Note or alter the provisions, or waive any payment, with respect to
        the redemption of the Notes, except with respect to Sections 3.09, 4.10
        and 4.14 hereof;

                (c)     reduce the rate of or change the time for payment of
        interest on any Note;

                (d)     waive a Default or Event of Default in the payment of
        principal of or premium, if any, or interest or Liquidated Damages, if
        any, on the Notes (except a rescission of acceleration of the Notes by
        the Holders of at least a majority in aggregate principal amount of the
        Notes and a waiver of the payment default that resulted from such
        acceleration);

                (e)     make any Note payable in money other than U. S. dollars;

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

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

                (h)     make any change in Section 6.04 or 6.07 hereof or in the
        foregoing amendment and waiver provisions.

                SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT. Every
amendment or supplement to this Indenture or the Notes shall be set forth in a
amended or supplemental Indenture that complies with the TIA as then in effect.

                SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS. Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by such Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

                SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES. The Trustee may
place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue
and the Trustee shall, upon receipt of an Authentication Order, authenticate new
Notes that reflect the amendment, supplement or waiver.

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

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                SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC. The Trustee shall
sign any amended or supplemental Indenture authorized pursuant to this Article 9
if the amendment or supplement does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until the Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying upon,
in addition to the documents required by Section 13.04 hereof, an Officer's
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, execute any such amendment,
supplement or waiver which affects the Trustee's rights, duties or immunities
under this Indenture or otherwise. In signing any amendment, supplement or
waiver, the Trustee shall be entitled to receive an indemnity reasonably
satisfactory to it.

                SECTION 9.07. PAYMENTS FOR CONSENT. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
pay or cause to be paid any consideration to or for the benefit of any Holder of
Notes for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture or the Notes unless such consideration is
offered to be paid and is paid to all Holders of the Notes that consent, waive
or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

                                   ARTICLE 10

                                  SUBORDINATION

                SECTION 10.01. AGREEMENT TO SUBORDINATE. The Company agrees, and
each Holder by accepting a Note agrees, that the payment of principal, interest
and premium and Liquidated Damages, if any, on the Notes is subordinated in
right of payment, to the extent and in the manner provided in this Article 10,
to the prior payment in full in cash of all Senior Debt of the Company (whether
outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed), and that the subordination is for the benefit of the holders of
Senior Debt.

                SECTION 10.02. LIQUIDATION; DISSOLUTION; BANKRUPTCY. The holders
of Senior Debt of the Company will be entitled to receive payment in full in
cash of all Obligations due in respect of Senior Debt of the Company (including
interest after the commencement of any bankruptcy proceeding at the rate
specified in the applicable Senior Debt of the Company) before the Holders of
Notes will be entitled to receive any payment with respect to the Notes, and
until all Obligations with respect to Senior Debt of the Company are paid in
full in cash, any distribution, to which the Holder would be entitled shall be
made to the holders of such Senior Debt (except that Holders of Notes may
receive and retain Permitted Junior Securities and payments made from the trust
pursuant to Article 8 hereof), in the event of any distribution to creditors of
the Company: (i) in a liquidation or dissolution of the Company; (ii) in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its property; (iii) in an assignment by the Company
for the benefit of its creditors; or (iv) in any marshaling of the Company's
assets and liabilities.

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                SECTION 10.03. DEFAULT ON DESIGNATED SENIOR DEBT. The Company
may not make any payment in respect of the Notes (except in Permitted Junior
Securities or from the trust pursuant to Article 8 hereof):

                (a)     in the event of and during the continuation of any
        default in the payment of principal of, interest or premium, if any, on
        any Designated Senior Debt, or any Obligation owing from time to time
        under or in respect of Senior Debt, or in the event that any event of
        default (other than a payment default) with respect to any Designated
        Senior Debt shall have occurred and be continuing and shall have
        resulted in such Designated Senior Debt becoming or being declared due
        and payable prior to the date on which it would otherwise have become
        due and payable; or

                (b)     if any other event of default other than as described in
        clause (a) above (a "nonpayment default") with respect to any Designated
        Senior Debt shall have occurred and is continuing permitting the holders
        of such Designated Senior Debt or the holders of any series thereof (or
        their Representative or Representatives) to declare such Designated
        Senior Debt due and payable prior to the date on which it would
        otherwise have become due and payable and the Trustee receives a notice
        of such default (a "Payment Blockage Notice") from a Representative of
        the holders of such Designated Senior Debt of the Company.

        Payments on the Notes may and shall be resumed:

                        (1)     in the case of a payment default on or
                acceleration of Designated Senior Debt of the Company, upon the
                date on which such default shall have been cured or waived in
                writing in accordance with the instruments governing such
                Designated Senior Debt or such acceleration shall have been
                rescinded or annulled, and

                        (2)     in case of any nonpayment default specified in
                clause (b), upon the earlier of:

                                (A)     179 days after the date on which the
                        applicable Payment Blockage Notice is received; and

                                (B)     the date, if any, on which such
                        Designated Senior Debt to which such default relates is
                        paid in full in cash or such default is cured or waived
                        in writing in accordance with the instruments governing
                        such Designated Senior Debt by the holders of such
                        Designated Senior Debt; and

                                (C)     the date the Trustee receives notice
                        from the Representative for such Designated Senior Debt
                        rescinding the Payment Blockage Notice, in each case,
                        unless the maturity of such Designated Senior Debt of
                        the Company has been accelerated.

                No new Payment Blockage Notice may be delivered unless and
        until: (i) 360 days have elapsed since the delivery of the immediately
        prior Payment Blockage Notice;

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        and (ii) all scheduled payments of principal, interest and premium and
        Liquidated Damages, if any, on the Notes that have come due have been
        paid in full in cash. No nonpayment default which existed or was
        continuing with respect to the Designated Senior Debt on the date of
        delivery of any Payment Blockage Notice to the Trustee shall be, or be
        made, the basis for the commencement of any subsequent Payment Blockage
        Notice unless such default is cured or waived for a period of not less
        than 90 days.

                SECTION 10.04. ACCELERATION OF SECURITIES. If payment of the
Notes is accelerated because of an Event of Default, the Company and the Trustee
shall promptly notify holders of Senior Debt of the acceleration.

                SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER. In the event
that the Trustee or any Holder receives any payment of any Obligations with
respect to the Notes (except in Permitted Junior Securities or from the trust
pursuant to Article 8 hereof) at a time when (i) the payment is prohibited by
Article 10, and (ii) the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Article 10 hereof (PROVIDED that
such actual knowledge shall not be required in the case of a payment default on
or acceleration of Designated Senior Debt of the Company) such payment shall be
held by the Trustee or such Holder, as applicable, in trust for the benefit of
the holders of Senior Debt of the Company, and shall be paid forthwith over and
delivered, upon written request of the holders of such Senior Debt or upon any
payment default on any Designated Senior Debt, to the holders of Senior Debt as
their interests may appear or their Representative under the agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

                With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or distribute to or on behalf of
Holders or the Company or any other Person money or assets to which any holders
of Senior Debt shall be entitled by virtue of this Article 10, except if such
payment is made as a result of the willful misconduct or gross negligence of the
Trustee.

                SECTION 10.06. NOTICE BY THE COMPANY. The Company shall promptly
notify the Trustee and the Paying Agent in writing of any facts known to the
Company that would cause a payment of any Obligations with respect to the Notes
to violate this Article 10, but failure to give such notice shall not affect the
subordination of the Notes to the Senior Debt as provided in this Article 10.

                SECTION 10.07. SUBROGATION. After all Senior Debt is paid in
full and until the Notes are paid in full, Holders of Notes shall be subrogated
(equally and ratably with all other Indebtedness PARI PASSU with the Notes) to
the rights of holders of Senior Debt to receive distributions applicable to
Senior Debt to the extent that distributions otherwise payable to the Holders of
Notes have been applied to the payment of Senior Debt. A distribution made under

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this Article 10 to holders of Senior Debt that otherwise would have been made to
Holders of Notes is not, as between the Company and Holders, a payment by the
Company on the Notes.

                SECTION 10.08. RELATIVE RIGHTS. This Article 10 defines the
relative rights of Holders of Notes and holders of Senior Debt. Nothing in this
Indenture shall:

                (a)     impair, as between the Company and Holders of Notes, the
        obligation of the Company, which is absolute and unconditional, to pay
        principal of and interest on the Notes in accordance with their terms;

                (b)     affect the relative rights of Holders of Notes and
        creditors of the Company other than their rights in relation to holders
        of Senior Debt; or

                (c)     prevent the Trustee or any Holder of Notes from
        exercising its available remedies upon a Default or Event of Default,
        subject to the rights of holders and owners of Senior Debt to receive
        distributions and payments otherwise payable to Holders of Notes.

                If the Company fails because of this Article 10 to pay principal
of or interest on a Note on the due date, the failure is still a Default or
Event of Default.

                SECTION 10.09. SUBORDINATION MAY NOT BE IMPAIRED BY THE COMPANY.
No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

                SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.
Whenever a distribution is to be made or a notice given to holders of Senior
Debt, the distribution may be made and the notice given to their Representative.

                Upon any payment or distribution of assets of the Company
referred to in this Article 10, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Notes for the purpose of ascertaining the Persons
entitled to participate in such 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 10.

                SECTION 10.11. RIGHTS OF TRUSTEE AND PAYING AGENT.
Notwithstanding the provisions of this Article 10 or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment or distribution by the
Trustee, and the Trustee and the Paying Agent may continue to make payments on
the Notes, unless the Trustee shall have received at its Corporate Trust Office
at least five Business Days prior to the date of such payment written notice of
facts that would cause the payment of any Obligations with respect to the Notes
to violate this Article 10. Only the Company or a Representative may give the
notice. Nothing in this Article 10 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

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                The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

                SECTION 10.12. AUTHORIZATION TO EFFECT SUBORDINATION. Each
Holder of Notes, by the Holder's acceptance thereof, authorizes and directs the
Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article 10, and
appoints the Trustee to act as such Holder's attorney-in-fact for any and all
such purposes. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in Section 6.09 hereof
at least 30 days before the expiration of the time to file such claim, the
lenders under the Credit Agreement are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

                                   ARTICLE 11

                                 NOTE GUARANTEES

                SECTION 11.01. GUARANTEE. Subject to this Article 11 each of the
Guarantors hereby, jointly and severally, unconditionally, as primary obligor
and not merely as surety, guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of, premium, if any, interest and Liquidated Damages, if any, on the Notes will
be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on the Notes, if any, if lawful (subject in all cases to any applicable grace
period provided herein), and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

                The Guarantors hereby agree that their obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor.
Subject to Section 6.06 hereof, each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenant
that this Note Guarantee shall not be discharged except by complete performance
of the obligations contained in the Notes and this Indenture.

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

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

                SECTION 11.02. SUBORDINATION OF NOTE GUARANTEE. The Obligations
of each Guarantor under its Note Guarantee pursuant to this Article 11 shall be
junior and subordinated to the Guarantee of any Senior Debt of such Guarantor on
the same basis as the Notes are junior and subordinated to Senior Debt of the
Company. For the purposes of the foregoing sentence, the Trustee and the Holders
shall have the right to receive and/or retain payments by any of the Guarantors
only at such times as they may receive and/or retain payments in respect of the
Notes pursuant to this Indenture, including Article 10 hereof.

                SECTION 11.03. LIMITATION ON GUARANTOR LIABILITY. Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Note Guarantee of such Guarantor
not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act
or any similar federal or state law to the extent applicable to any Note
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of such Guarantor
will, after giving effect to such maximum amount and all other contingent and
fixed liabilities of such Guarantor that are relevant under such laws, and after
giving effect to any collections from, rights to receive contribution from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

                SECTION 11.04. EXECUTION AND DELIVERY OF NOTE GUARANTEE. Each
Guarantor hereby agrees that its execution and delivery of this Indenture or any
supplemental indentures pursuant to Section 4.17 hereof shall evidence its Note
Guarantee set forth in Section 11.01 without the need for any further notation
on the Notes.

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

                If an Officer of a Guarantor whose signature is on this
Indenture or any supplemental indenture, entered into pursuant to Section 4.17
or otherwise, no longer holds that office at the time the Trustee authenticates
such Notes or at any time thereafter, such Guarantor's Note Guarantee shall be
valid nevertheless.

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

                In the event that the Company creates or acquires any new
Subsidiaries subsequent to the date of this Indenture, if required by Section
4.17 hereof, the Company shall cause such Subsidiaries to execute supplemental
indentures to this Indenture in accordance with Section 4.17 hereof and this
Article 11, to the extent applicable.

                SECTION 11.05. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN
TERMS. Except as otherwise provided in Section 11.06, a Guarantor may not sell
or otherwise dispose of all or substantially all of its assets, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:

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

                (b)     either:

                        (i)     the Person acquiring the property in any such
                sale or disposition or the Person formed by or surviving any
                such consolidation or merger is a corporation, partnership or
                limited liability company, organized or existing under (i) the
                laws of the United States, any state thereof or the District of
                Columbia or (ii) the laws of the same jurisdiction as that
                Guarantor and, in each case, assumes all the obligations of that
                Guarantor under this Indenture, its Note Guarantee and the
                Registration Rights Agreement pursuant to a supplemental
                indenture satisfactory to the Trustee; or

                        (ii)    such sale or other disposition complies with
                Section 4.10, including the application of the Net Proceeds
                therefrom.

                In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by a Guarantor, such successor Person shall succeed to and be
substituted for a Guarantor with the same effect as if it had been named herein
as a Guarantor. Such successor Person thereupon may cause to be signed any or
all of the Note Guarantees to be endorsed upon

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all of the Notes issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee. All the Note Guarantees so issued
shall in all respects have the same legal rank and benefit under this Indenture
as the Note Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Note Guarantees had been issued at
the date of the execution hereof.

                SECTION 11.06. RELEASES OF GUARANTEES. Any Guarantor will be
released and relieved of any obligations under its Note Guarantee, (i) in
connection with any sale of Capital Stock of such Guarantor to a Person that
results in the Guarantor no longer being a Subsidiary of the Company, if the
sale of such Capital Stock of that Guarantor complies with Section 4.10 hereof;
(ii) if the Company properly designates any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary in accordance with the terms of this
Indenture; or (iii) in the event of a Covenant Defeasance or Legal Defeasance.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee shall execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

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

                SECTION 11.07. SEVERABILITY. In case any provision of this Note
Guarantee shall be invalid, illegal or unenforceable, that portion of such
provision that is not invalid, illegal or unenforceable shall remain in effect,
and the validity, legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.

                                   ARTICLE 12

                           SATISFACTION AND DISCHARGE

                SECTION 12.01. SATISFACTION AND DISCHARGE. (a) Subject to the
provisions of Sections 12.04 and 12.05, this Indenture shall be discharged and
shall cease to be of further effect as to all Notes issued hereunder, when the
Company or any Guarantor has paid or caused to be paid all sums payable by it
under this Indenture and either:

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

                (2)     (i) all Notes that have not been delivered to the
        Trustee for cancellation have become due and payable by reason of the
        making of a notice of redemption or otherwise or shall become due and
        payable within one year, including as a result of a redemption notice
        properly given pursuant to this Indenture, and the Company or any
        Guarantor has irrevocably deposited or caused to be deposited with the
        Trustee as trust

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        funds in trust solely for the benefit of the Holders, cash in U.S.
        dollars, non-callable Government Securities, or a combination thereof,
        in such amounts as shall be sufficient without consideration of any
        reinvestment of interest, to pay and discharge the entire indebtedness
        on the Notes not delivered to the Trustee for cancellation for
        principal, premium, accrued interest and Liquidated Damages, if any, to
        the date of maturity or redemption; (ii) no Default or Event of Default
        shall have occurred and be continuing on the date of such deposit or
        shall occur as a result of such deposit and such deposit shall not
        result in a breach or violation of, or constitute a default under, any
        other instrument to which the Company or any Guarantor is a party or by
        which the Company or any Guarantor is bound; and (iii) the Company has
        delivered irrevocable instructions to the Trustee under this Indenture
        to apply the deposited money toward the payment of the Notes at maturity
        or the redemption date, as the case may be.

                (b)     The Company shall deliver an Officers' Certificate and
an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

                (c)     Notwithstanding the above, the Trustee shall pay to the
Company from time to time upon its request any cash or Government Securities
held by it as provided in this section which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification delivered to the Trustee, are in excess of the amount thereof that
would then be required to be deposited to effect a satisfaction and discharge
under this Article 12.

                SECTION 12.02. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE
HELD IN TRUST. Subject to Section 12.03 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
12.02, the "Trustee") pursuant to Section 12.01 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any,
interest, and Liquidated Damages, if any, but such money be segregated from
other funds except to the extent required by law.

                SECTION 12.03. REPAYMENT TO THE COMPANY. Any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of, premium, if any, interest, or Liquidated
Damages, if any, on any Note and remaining unclaimed for two years after such
principal, premium, if any, interest, or Liquidated Damages, if any, has become
due and payable shall be paid to the Company on its request or (if then held by
the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; PROVIDED,
HOWEVER, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in the New York Times or The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less

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than 30 days from the date of such notification or publication, any unclaimed
balance of such money then remaining shall be repaid to the Company.

                SECTION 12.04. SURVIVAL. In the event that the Company makes (or
causes to be made) an irrevocable deposit with the Trustee for the benefit of
the Holders pursuant to Section 12.01(a)(2) hereof, prior to the date of
maturity or redemption, as the case may be, the following provisions of this
Indenture shall survive until otherwise terminated or discharged hereunder:

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

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

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

                (4)     this Article 12.

                SECTION 12.05. REINSTATEMENT. If the Trustee or Paying Agent is
unable to apply any Government Securities in accordance with Section 12.02
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01(a)(2) hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 12.02 hereof;
PROVIDED, HOWEVER, that, if the Company makes any payment of principal of,
premium, if any, interest and Liquidated Damages, if any, on any Note following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.

                                   ARTICLE 13

                                  MISCELLANEOUS

                SECTION 13.01. TRUST INDENTURE ACT CONTROLS. This Indenture is
subject to the provisions of the TIA that are required to be a part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.
If any provision of this Indenture modifies any TIA provision that may be so
modified, such TIA provision shall be deemed to apply to this Indenture as so
modified. If any provision of this Indenture excludes any TIA provision that may
be so excluded, such TIA provision shall be excluded from this Indenture.

                The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

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                SECTION 13.02. NOTICES. Any notice or communication by the
Company, any Guarantor or the Trustee to the others is duly given if in writing
and delivered in Person or mailed by first class mail (registered or certified,
return receipt requested), telex, telecopier or overnight air courier
guaranteeing next day delivery, to the others' address

                If to the Company and/or any Guarantor:

                Pierre Merger Corp.
                C/o Madison Dearborn Partners, LLC
                Three Bank One Plaza, 38th Floor
                Chicago, Illinois 60602

                Telecopier No.: 312-895-1056
                Attention: Nicholas Alexos


                Pierre Foods, Inc.
                9990 Princeton Road
                Cincinnati, OH 45246

                Telecopier No.: 828-304-2301
                Attention: Chief Financial Officer


                If to the Trustee:

                U.S. Bank National Association
                One Federal Street -- 3rd Floor
                Boston, MA 02110

                Telecopier No.: 617-603-6683
                Attention: Corporate Trust Services
                           (Pierre Merger Corp. 9 7/8% Senior
                           Subordinated Notes due 2012)

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

                All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the

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TIA. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

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

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

                SECTION 13.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER
HOLDERS OF NOTES. Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

                SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT. Upon any request or application by the Company to the Trustee to take
any action under this Indenture (other than in connection with the Exchange
Offer contemplated by Section 2.07(e) or under Section 2.02 hereof unless
required by the TIA), the Company shall furnish to the Trustee:

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

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

                (c)     where applicable, a certificate or opinion by an
        independent certified public accountant satisfactory to the Trustee that
        complies with TIA Section 314(c).

                SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

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

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

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

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

                SECTION 13.06. RULES BY TRUSTEE AND AGENTS. The Trustee may make
reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

                SECTION 13.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
EMPLOYEES AND STOCKHOLDERS. No director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

                SECTION 13.08. GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE
GUARANTEES.

                SECTION 13.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.
All agreements of each Guarantor in this Indenture shall bind its successors,
except as otherwise provided in Section 11.05.

                SECTION 13.10. SUCCESSORS. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors. All agreements of each Guarantor in
this Indenture shall bind its successors, except as otherwise provided in
Section 11.05.

                SECTION 13.11. SEVERABILITY. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                SECTION 13.12. COUNTERPART ORIGINALS. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement.

                SECTION 13.13. TABLE OF CONTENTS, HEADINGS, ETC. The Table of
Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

                         [Signatures on following page]

                                       99
<Page>

                                   SIGNATURES

Dated as of June 30, 2004


                                        Very truly yours,

                                        PIERRE MERGER CORP.


                                        By: /s/ Robin P. Selati
                                            ------------------------------------
                                            Name: Robin P. Selati
                                            Title: President


                                        U.S. BANK NATIONAL ASSOCIATION,
                                        Trustee


                                        By: /s/ Alison D.B. Nadeau
                                            ------------------------------------
                                            Name: Alison D.B. Nadeau
                                            Title: Vice President

                                       100
<Page>

                                                                       EXHIBIT A

                                  FORM OF NOTE
                                 [Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.08 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND ANY GUARANTEES ENDORSED HEREON) (THE
"RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR

                                       A-1
<Page>

TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.

                                       A-2
<Page>

                                               CUSIP       144A      720830 AA 6
                                                           REG S     U72059 AA 3
                                               ISIN        144A     US720830AA64
                                                           REG S    USU72059AA34


                               PIERRE MERGER CORP.
                    9 7/8% Senior Subordinated Notes due 2012

No.____                                                            $____________


                PIERRE MERGER CORP., a North Carolina corporation (the
"Company," which term includes any successor under the within-mentioned
indenture), for value received, promises to pay to CEDE & Co., or its registered
assigns, the principal sum of __________ DOLLARS on July 15, 2012.

                Interest Payment Dates:   January 15 and July 15 commencing
January 15, 2005

                Record Dates:             January 1 and July 1

                Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                            [SIGNATURE PAGE FOLLOWS]

                                       A-3
<Page>

                IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                                PIERRE MERGER CORP.


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

                    (Trustee's Certificate of Authentication)


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

Dated:

U.S. BANK NATIONAL ASSOCIATION,
Trustee

By:
     -------------------------------
         (Authorized Signatory)

                                       A-4
<Page>

                             [Reverse Side of Note]

                               PIERRE MERGER CORP.

                    9 7/8% Senior Subordinated Notes due 2012

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

                1.      INTEREST. The Company promises to pay interest on the
principal amount of this Note at 9 7/8% per annum from the date hereof until
maturity and shall pay the Liquidated Damages payable pursuant to Section 5 of
the Registration Rights Agreement referred to below. The Company shall pay
interest and any Liquidated Damages semi-annually on January 15 and July 15 of
each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an "Interest Payment Date"). Interest on the Notes shall
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that the first Interest Payment Date shall be
January 15, 2005. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

                2.      METHOD OF PAYMENT. The Company shall pay interest on the
Notes (except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the January 1 or July 1
next preceding the Interest Payment Date, even if such Notes are cancelled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.13 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such purpose
within the City and State of New York, or, at the option of the Company, payment
of interest and Liquidated Damages may be made by check mailed to the Holders at
their addresses set forth in the register of Holders, and provided that payment
by wire transfer of immediately available funds shall be required with respect
to principal of and interest, premium and Liquidated Damages on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

                3.      PAYING AGENT AND REGISTRAR. Initially, U.S. Bank
National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Company may

                                       A-5
<Page>

change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.

                4.      INDENTURE. The Company issued the Notes under an
Indenture dated as of June 30, 2004 (the "Indenture") between the Company and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended. The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Indenture pursuant to which the Notes are issued provides that an unlimited
aggregate principal amount of Notes may be issued thereunder.

                5.      OPTIONAL REDEMPTION. Except as set forth in this
paragraph 5, the Notes shall not be redeemable at the Company's option prior to
July 15, 2008. Thereafter, the Company may redeem all or a portion of these
Notes, upon not less than 30 days nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on July 15 of the years indicated below:

<Table>
<Caption>
                YEAR                                                PERCENTAGE
                <S>                                                   <C>
                2008............................................      104.938%
                2009............................................      102.469%
                2010 and thereafter.............................      100.000%
</Table>

Notwithstanding the foregoing, at any time prior to July 15, 2007, the Company
may on one or more occasions redeem up to 35% of the aggregate principal amount
of Notes originally issued under the Indenture at a redemption price of 109.875%
of the principal amount thereof, plus accrued and unpaid interest and Liquidated
Damages thereon, if any, to the redemption date, with the net cash proceeds of
one or more Equity Offerings of the Company (or of the Parent to the extent such
proceeds are contributed to the common equity of the Company); provided that at
least 65% of the aggregate principal amount of Notes remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries); and such redemption shall occur within 90 days of
the date of the closing of such Equity Offering (or, in the case of any Equity
Offering by the Parent, the contribution to the Company).

                6.      REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a
Change of Control, each Holder of Notes will have the right to require the
Company to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of such Holder's Notes pursuant to an offer (the "Change of Control
Offer") at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the date of purchase (the "Change of Control Payment"). Within 30
days following any Change of Control, the Company will mail a notice to each
Holder describing the transaction or transactions that constitute the Change of
Control and offering to repurchase Notes on the date specified in such notice,
which date shall be no earlier than 30 days and no later than 60 days

                                       A-6
<Page>

from the date such notice is mailed (the "Change of Control Payment Date"),
pursuant to the procedures required by the Indenture and described in such
notice.

                Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option: (1) to repay
Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to
correspondingly reduce commitments with respect thereto; (2) to repay any
Indebtedness which was secured by the assets sold in such Asset Sale; (3) to
purchase Replacement Assets or make a capital expenditure that is used or useful
in a Permitted Business; or (4) some combination of the foregoing. Pending the
final application of any such Net Proceeds, the Company may temporarily reduce
revolving credit borrowings or otherwise invest such Net Proceeds in any manner
that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that
are not applied or invested as provided in the next preceding sentence will
constitute "Excess Proceeds." Within 30 days after the aggregate amount of
Excess Proceeds exceeds $10.0 million, the Company will make an Asset Sale Offer
to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU
with the Notes containing provisions similar to those set forth in the Indenture
with respect to offers to purchase with the proceeds of sales of assets to
purchase the maximum principal amount of Notes and such other PARI PASSU
Indebtedness that may be purchased out of the Excess Proceeds. The offer price
in any Asset Sale Offer will be equal to 100% of the principal amount of the
Notes plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and such other PARI PASSU Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Notes and such other PARI PASSU Indebtedness to be purchased shall be purchased
on a pro rata basis based on the principal amount of Notes and such other PARI
PASSU Indebtedness tendered. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.

                7.      NOTICE OF REDEMPTION. Notice of redemption shall be
mailed at least 30 days but not more than 60 days before a redemption date to
each Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

                8.      DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption. Also, the Company need not exchange or register the transfer of any
Notes for a period of 15 days before a selection of Notes to be redeemed.

                9.      PERSONS DEEMED OWNERS. The registered Holder of a Note
may be treated as its owner for all purposes.

                                       A-7
<Page>

                10.     AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class. Without the consent of any Holder of
a Note, the Indenture or the Notes may be amended or supplemented to cure any
ambiguity, defect, error or inconsistency, to provide for uncertificated Notes
in addition to or in place of certificated Notes, to provide for the assumption
of the Company's obligations to Holders of the Notes in case of a merger or
consolidation or sale of all or substantially all of the assets of the Company,
to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not adversely affect the legal rights under
the Indenture of any such Holder, to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the Trust
Indenture Act, to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture, to add Guarantors or to secure
the Notes, to comply with the rules of any applicable securities depositary or
to conform the text of the Indenture or the Notes to any provision of the
"Description of Notes" section of the Offering Memorandum.

                11.     DEFAULTS AND REMEDIES. EVENTS OF DEFAULT INCLUDE: (a)
default for 30 days in the payment when due of interest on, or Liquidated
Damages with respect to, the Notes (whether or not prohibited by Article 10 of
the Indenture); (b) default in payment of the principal of or premium, if any,
on the Notes (whether or not prohibited by Article 10 of the Indenture); (c)
failure by the Company or any of its Restricted Subsidiaries to comply with the
provisions of Sections 4.10, 4.14 and 5.01 of the Indenture; (d) failure by the
Company or any of its Restricted Subsidiaries for 45 days after notice by the
Trustee or Holders of at least 25% in principal amount of the Notes then
outstanding to comply with any of the other agreements in the Indenture; (e)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Restricted Subsidiaries)
whether such Indebtedness or Guarantee now exists, or is created after the date
of the Indenture, if that default: (i) is caused by a failure to make any
payment when due at the final maturity of such Indebtedness (a "Payment
Default"); or (ii) results in the acceleration of such Indebtedness prior to its
express maturity; and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $7.5 million or more; (f) failure by the Company or
any of its Restricted Subsidiaries to pay final judgments aggregating in excess
of $7.5 million, which judgments are not paid, discharged or stayed for a period
of 60 days after such judgments have become non-appealable; (g) except as
permitted by the Indenture, any Note Guarantee of a Guarantor being held in any
judicial proceeding to be unenforceable or invalid or ceasing for any reason to
be in full force and effect or any Guarantor; or any Person acting on behalf of
any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;
and (h) certain events of bankruptcy or insolvency with respect to the Company
or any of its Significant Subsidiaries or any group of Restricted Subsidiaries
that, taken as a whole, would constitute a Significant Subsidiary. If any Event
of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the principal,
premium, if any, accrued interest and Liquidated Damages, if any, of the Notes
to be due and

                                       A-8
<Page>

payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, with respect to
the Company or any Significant Subsidiary (or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary),
all outstanding Notes shall become due and payable without further action or
notice. Holders of the Notes may not enforce the Indenture, the Notes or the
Notes Guarantees except as provided in the Indenture. The Holders of a majority
in aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of interest on, or the
principal of, the Notes. In the event of a declaration of acceleration of the
Notes because an Event of Default has occurred and is continuing as a result of
the acceleration of any Indebtedness described in clause (e) above, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (e) above have rescinded the
declaration of acceleration in respect of such Indebtedness within 30 days of
the date of such declaration and if (i) the annulment of the acceleration of
Notes would not conflict with any judgment or decree of a court of competent
jurisdiction and (ii) all existing Events of Default, except nonpayment of
principal, premium or interest on the Notes that became due solely because of
the acceleration of the Notes have been cured or waived. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

                12.     TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

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

                14.     AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

                16.     ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement, dated as of June 30, 2004, between the Company and the parties named
on the signature pages thereof or, in the case of Additional Notes, Holders of

                                       A-9
<Page>

Restricted Global Notes and Restricted Definitive Notes shall have the rights
set forth in one or more registration rights agreements, if any, between the
Company and the other parties thereto, relating to rights given by the Company
to the purchasers of Additional Notes (collectively, the "Registration Rights
Agreement").

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

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

                Pierre Merger Corp.
                C/o Madison Dearborn Partners, LLC
                Three Bank One Plaza, 38th Floor
                Chicago, Illinois 60602

                Attention: Nicholas Alexos

                                      A-10
<Page>

                                 ASSIGNMENT FORM

                To assign this Note, fill in the form below:

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

________________________________________________________________________________
             (Insert assignee's social security or tax I.D. number.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint_________________________________________________________

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


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

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

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

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

                                      A-11
<Page>

                       OPTION OF HOLDER TO ELECT PURCHASE

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

                   / / Section 4.10         / / Section 4.14

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

                                 $_____________


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

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

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


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

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

                                      A-12
<Page>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Pierre Merger Corp.
C/o Madison Dearborn Partners, LLC
Three Bank One Plaza, 38th Floor
Chicago, Illinois 60602
Attention: Nicholas Alexos

U.S. Bank National Association
[                    ]
Attention: [                  ]

                Re: 9 7/8% Senior Subordinated Notes due 2012

                Reference is hereby made to the Indenture, dated as of June 30,
2004 (the "INDENTURE"), among Pierre Merger Corp., a North Carolina corporation
(the "Company"), the Guarantors, and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                ___________________ (the "TRANSFEROR") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount at maturity of $___________ in such Note[s] or interests
(the "TRANSFER"), to ___________________________ (the "TRANSFEREE"), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:

                             [CHECK ALL THAT APPLY]

        / /     1.      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "SECURITIES ACT"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

        / /     2.      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A LEGENDED REGULATION S GLOBAL NOTE, OR A DEFINITIVE NOTE PURSUANT
TO REGULATION S. The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the

                                       B-1
<Page>

Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Legended Regulation S Global Note and/or the Definitive
Note and in the Indenture and the Securities Act.

        / /     3.      CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER
THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any state
of the United States, and accordingly the Transferor hereby further certifies
that (check one):

        / /     (a)     such Transfer is being effected to the Company or a
subsidiary thereof; or

        / /     (b)     such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such transfer is in respect of an aggregate principal
amount of Notes less than $100,000, an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Definitive Notes and in the Indenture and the
Securities Act.

                4.      CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

        / /     (a)     Check if Transfer is Pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the

                                       B-2
<Page>

Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

        / /     (b)     Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and, in the case of a transfer from a Restricted
Global Note or a Restricted Definitive Note, the Transferor hereby further
certifies that (a) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (b) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (c) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and (d) the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person, and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

        / /     (c)     Check if Transfer is Pursuant to Other Exemption. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

                                       B-3
<Page>

                This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                        Dated:
                                               -----------------


                                        ---------------------------------
                                           [Insert Name of Transferor]



                                          By:
                                              ----------------------------------

                                              Name:
                                              Title:

                                       B-4
<Page>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.      The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

                / /     (A)     a beneficial interest in the:

                        (i)     144A Global Note (CUSIP __________); or

                        (ii)    Regulation S Global Note (CUSIP __________); or

                / /     (B)     a Restricted Definitive Note.

2.      After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                / /     (A)     a beneficial interest in the:

                        (i)     144A Global Note (CUSIP __________); or

                        (ii)    Regulation S Global Note (CUSIP __________); or

                        (iii)   Unrestricted Global Note (CUSIP __________); or

                / /     (B)     a Restricted Definitive Note; or

                / /     (C)     an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                       B-5
<Page>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Pierre Merger Corp.
C/o Madison Dearborn Partners, LLC
Three Bank One Plaza, 38th Floor
Chicago, Illinois 60602
Attention: Nicholas Alexos

U.S. Bank National Association
One Federal Street -- 3rd Floor
Boston, MA 02110
Attention: Corporate Trust Services
           (Pierre Merger Corp. 9 7/8% Senior Subordinated Notes due 2012)

                Re: 9 7/8% Senior Subordinated Notes due 2012

                Reference is hereby made to the Indenture, dated as of June 30,
2004 (the "INDENTURE"), among Pierre Merger Corp., a North Carolina corporation
(the "COMPANY"), the Guarantors and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                __________________________ (the "OWNER") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount at maturity of $____________ in such Note[s] or interests (the
"EXCHANGE"). In connection with the Exchange, the Owner hereby certifies that:

                1.      Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note

        / /     (a)     Check if Exchange is from beneficial interest in a
Restricted Global Note to beneficial interest in an Unrestricted Global Note. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount at maturity, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the United
States Securities Act of 1933, as amended (the "SECURITIES ACT"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

        / /     (b)     Check if Exchange is from beneficial interest in a
Restricted Global Note to Unrestricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby

                                       C-1
<Page>

certifies (i) the Definitive Note is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the Definitive
Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

        / /     (c)     Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

        / /     (d)     Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                2.      Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted Definitive Notes or
Beneficial Interests in Restricted Global Notes

        / /     (a)     Check if Exchange is from beneficial interest in a
Restricted Global Note to Restricted Definitive Note. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount at maturity, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the
Owner's own account without transfer. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the Restricted Definitive Note
issued will continue to be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Definitive Note and in
the Indenture and the Securities Act.

        / /     (b)     Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE]

                / /     144A Global Note,

                                       C-2
<Page>

                / /     Regulation S Global Note,

with an equal principal amount at maturity, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

                This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                        Dated:
                                               ----------------


                                        ----------------------------------------
                                              [Insert Name of Transferor]



                                        By:
                                            ------------------------------------

                                            Name:
                                            Title:

                                       C-3
<Page>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Pierre Merger Corp.
C/o Madison Dearborn Partners, LLC
Three Bank One Plaza, 38th Floor
Chicago, Illinois 60602
Attention: Nicholas Alexos

U.S. Bank National Association
One Federal Street -- 3rd Floor
Boston, MA 02110
Attention: Corporate Trust Services
           (Pierre Merger Corp. 9 7/8% Senior Subordinated Notes due 2012)

                Re: 9 7/8% Senior Subordinated Notes due 2012

                Reference is hereby made to the Indenture, dated as of June 30,
2004 (the "INDENTURE"), among Pierre Merger Corp., a North Carolina corporation
(the "COMPANY"), the Guarantors and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                In connection with our proposed purchase of $____________
aggregate principal amount at maturity of:

                (a)     / /     beneficial interest in a Global Note, or

                (b)     / /     a Definitive Note,

                we confirm that:

                1.      We understand that any subsequent transfer of the Notes
or any interest therein is subject to certain restrictions and conditions set
forth in the Indenture and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

                2.      We understand that the offer and sale of the Notes have
not been registered under the Securities Act, and that the Notes and any
interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only:

                (i)(a) to a person whom we reasonably believe is a qualified
        institutional buyer (as defined in Rule 144A under the securities act)
        in a transaction meeting the requirements of Rule 144A, (b) in a
        transaction meeting the requirements of Rule 144 under the

                                       D-1
<Page>

        Securities Act, (c) outside the United States to a non-U.S. person in a
        transaction meeting the requirements of Rule 903 or 904 under the
        Securities Act, (d) to an institutional "accredited investor" (as
        defined in Rule 501(a)(1), (2) (3) or (7) of the Securities Act (an
        "Institutional Accredited Investor")) that, prior to such transfer,
        furnishes the trustee a signed letter substantially in the form of this
        letter and, if such transfer is in respect of an aggregate principal
        amount of Notes less than $100,000, an Opinion of Counsel acceptable to
        the issuer that such transfer is in compliance with the Securities Act,
        or (e) in accordance with another exemption from the registration
        requirements of the Securities Act (and based upon an Opinion of Counsel
        if the Company so requests),

                (ii) to the Company, or

                (iii) pursuant to an effective registration statement and, in
        each case, in accordance with any applicable securities laws of any
        state of the United States or any other applicable jurisdiction;

and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

                3.      We understand that, on any proposed resale of the Notes
or beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

                4.      We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) and have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of our investment in the Notes,
and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

                5.      We are acquiring the Notes or beneficial interest
therein purchased by us for our own account or for one or more accounts (each of
which is an institutional "accredited investor") as to each of which we exercise
sole investment discretion.

                You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

Dated:
       -----------------                ----------------------------------------
                                          [Insert Name of Accredited Investor]


                                        By:
                                            ------------------------------------

                                            Name:

                                       D-2
<Page>

                                            Title:


                                       D-3
<Page>

                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                          TO ADD SUBSEQUENT GUARANTORS

                This Supplemental Indenture, dated as of ________________ (this
"SUPPLEMENTAL INDENTURE"), among [NAME OF FUTURE GUARANTOR] (the "NEW
GUARANTOR"), Pierre Merger Corp. (together with its successors and assigns, the
"COMPANY"), each other then existing Guarantor under the Indenture referred to
below (the "GUARANTORS"), and U.S. Bank National Association, Trustee under the
Indenture referred to below.

                              W I T N E S S E T H:

                WHEREAS, the Company and the Trustee have heretofore executed
and delivered an Indenture, dated as of June 30, 2004 (as amended, supplemented,
waived or otherwise modified, the "INDENTURE"), providing for the issuance of
9 7/8% Senior Subordinated Notes due 2012 of the Company (the "Notes");

                WHEREAS, Section 4.17 of the Indenture provides that the Company
is required to cause Domestic Subsidiaries that are created or acquired after
the date of the Indenture to execute and deliver to the Trustee a Supplemental
Indenture pursuant to which such Subsidiary will fully and unconditionally
guarantee, on a joint and several basis with the other Guarantors, the full and
prompt payment of the Obligations of the Company under the Notes and the
Indenture on a senior subordinated basis, and the performance of all other
obligations of the Company to the Holders and the Trustee all in accordance with
the terms set forth in Article 11 of the Indenture;

                WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee,
the Company and the Guarantors are authorized to execute and deliver this
Supplemental Indenture to amend the Indenture, without the consent of any
Holder;

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

                                   ARTICLE ONE

                                   DEFINITIONS

                Section 1.1     DEFINED TERMS. As used in this Supplemental
Indenture, terms defined in the Indenture or in the preamble or recital hereto
are used herein as therein defined, except that the term "HOLDERS" in this
Supplemental Indenture shall refer to the term "HOLDERS" as defined in the
Indenture and the Trustee acting on behalf or for the benefit of such holders.
The words "herein," "hereof" and "hereby" and other words of similar import used
in this Supplemental Indenture refer to this Supplemental Indenture as a whole
and not to any particular section hereof.

                                       E-1
<Page>

                                   ARTICLE TWO

                        AGREEMENT TO BE BOUND; GUARANTEE

                Section 2.1     AGREEMENT TO BE BOUND. The New Guarantor hereby
becomes a party to the Indenture as a Guarantor and as such will have all of the
rights and be subject to all of the obligations and agreements of a Guarantor
under the Indenture. The New Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Guarantor and to perform all of the
obligations and agreements of a Guarantor under the Indenture.

                Section 2.2     GUARANTEE. The New Guarantor hereby
unconditionally guarantees, as primary obligor and not merely as surety, jointly
and severally with each other Guarantor, to each Holder of the Notes and the
Trustee, the full and punctual payment when due, whether at maturity, upon
redemption or repurchase, by declaration of acceleration or otherwise, of the
obligations pursuant to Article 11 of the Indenture and subject to the terms and
conditions of the Indenture.

                                  ARTICLE THREE

                                  MISCELLANEOUS

                Section 3.1     RATIFICATION OF INDENTURE; SUPPLEMENTAL
INDENTURE PART OF INDENTURE; TRUSTEE'S DISCLAIMER. Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.
This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Notes heretofore or hereafter authenticated and delivered
shall be bound hereby. The Trustee makes no representation or warranty as to the
validity or sufficiency of this Supplemental Indenture.

                Section 3.2     GOVERNING LAW. THE LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

                Section 3.3     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
This Supplemental Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Company or its Subsidiaries or of any other Person
(other than the Indenture). Any such indenture, loan or debt agreement may not
be used to interpret this Supplemental Indenture or the Indenture.

                Section 3.4     SUCCESSORS. All agreements of the New Guarantor
in this Supplemental Indenture shall bind its successors, except as otherwise
provided in Article 11 of the Indenture.

                Section 3.5     SEVERABILITY. In case any provision in this
Supplemental Indenture, the Indenture or in the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                                       E-2
<Page>

                Section 3.6     COUNTERPART ORIGINALS. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.

                Section 3.7     HEADINGS, ETC. The Headings of the Articles and
Sections of this Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Supplemental Indenture
and shall in no way modify or restrict any of the terms or provisions hereof.

                                       E-3
<Page>

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

                                        [NEW GUARANTOR],
                                        as a Guarantor


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


                                        PIERRE MERGER CORP.


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


                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee


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


                                        [EACH THEN EXISTING GUARANTOR]


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

                                       E-4