<PAGE>

                                                                  EXHIBIT 4.3(a)

                                                                  EXECUTION COPY


================================================================================

                            SMITHFIELD FOODS, INC.

                           8% Senior Notes due 2009

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

                                   INDENTURE

                         Dated as of October 23, 2001

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

                                 SUNTRUST BANK

                                  as Trustee

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

                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                  Indenture
Section                                                                               Section
-------                                                                             -----------
<S>                                                                                 <C>
310(a)(1)             ..............................................................       6.10
   (a)(2)             ..............................................................       6.10
   (a)(3)             ..............................................................       N.A.
   (a)(4)             ..............................................................       N.A.
   (b)                ..............................................................    6.8; 6.10
   (c)                ..............................................................       N.A.
311(a)                ..............................................................       6.11
   (b)                ..............................................................       6.11
   (c)                ..............................................................        N.A.
312(a)                ..............................................................        2.5
   (b)                ..............................................................        9.3
   (c)                ..............................................................        9.3
313(a)                ..............................................................        6.6
   (b)(1)             ..............................................................        N.A.
   (b)(2)             ..............................................................        6.6
   (c)                ..............................................................        6.6
   (d)                ..............................................................        6.6
314(a)                ..............................................................      3.2; 9.2
   (b)                ..............................................................        N.A.
   (c)(1)             ..............................................................        9.4
   (c)(2)             ..............................................................        9.4
   (c)(3)             ..............................................................       N.A.
   (d)                ..............................................................       N.A.
   (e)                ..............................................................       10.5
   (f)                ..............................................................        3.9
315(a)                ..............................................................        6.1
   (b)                ..............................................................      6.5; 10.2
   (c)                ..............................................................        6.1
   (d)                ..............................................................        6.1
   (e)                ..............................................................        5.11
316(a)(last sentence) ..............................................................        9.6
   (a)(1)(A)          ..............................................................        5.5
   (a)(1)(B)          ..............................................................        5.4
   (a)(2)             ..............................................................        N.A.
   (b)                ..............................................................        5.7
317(a)(1)             ..............................................................        5.8
   (a)(2)             ..............................................................        5.9
   (b)                ..............................................................        2.4
318(a)                ..............................................................        9.1
  N.A. means Not Applicable.
__________

Note:  This Cross-Reference Table shall not, for any purpose, be deemed to be part of the
       Indenture.
</TABLE>

                                -i-
<PAGE>

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
                                                                                                                                Page
                                                                                                                                ----
<S>                     <C>                                                                                                     <C>
ARTICLE I Definitions and Incorporation by Reference..........................................................................   1
     SECTION 1.1.       Definitions...........................................................................................   1
     SECTION 1.2.       Other Definitions.....................................................................................  22
     SECTION 1.3.       Incorporation by Reference of Trust Indenture Act.....................................................  23
     SECTION 1.4.       Rules of Construction.................................................................................  23
ARTICLE II The Securities.....................................................................................................  24
     SECTION 2.1.       Form, Dating and Terms................................................................................  24
     SECTION 2.2.       Execution and Authentication..........................................................................  31
     SECTION 2.3.       Registrar and Paying Agent............................................................................  32
     SECTION 2.4.       Paying Agent To Hold Money in Trust...................................................................  32
     SECTION 2.5.       Securityholder Lists..................................................................................  33
     SECTION 2.6.       Transfer and Exchange.................................................................................  33
     SECTION 2.7.       Form of Certificate to be Delivered in Connection with Transfers to
                         Institutional Accredited Investors...................................................................  36
     SECTION 2.8.       Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S.............  37
     SECTION 2.9.       Mutilated, Destroyed, Lost or Stolen Securities.......................................................  38
     SECTION 2.10.      Outstanding Securities................................................................................  39
     SECTION 2.11.      Temporary Securities..................................................................................  39
     SECTION 2.12.      Cancellation..........................................................................................  40
     SECTION 2.13.      Payment of Interest; Defaulted Interest...............................................................  40
     SECTION 2.14.      Computation of Interest...............................................................................  41
     SECTION 2.15.      CUSIP Numbers.........................................................................................  41
ARTICLE III Covenants.........................................................................................................  41
     SECTION 3.1.       Payment of Securities.................................................................................  41
     SECTION 3.2.       SEC Reports...........................................................................................  42
     SECTION 3.3.       Limitation on Indebtedness............................................................................  42
     SECTION 3.4.       Limitation on Restricted Payments.....................................................................  44
     SECTION 3.5.       Limitation on Sale/Leaseback Transactions.............................................................  46
     SECTION 3.6.       Limitation on Restrictions on Distributions from Restricted Subsidiaries..............................  47
     SECTION 3.7.       Limitation on Sales of Assets and Subsidiary Stock....................................................  48
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
<C>                     <S>                                                                                                    <C>
     SECTION 3.8.       Limitation on Transactions with Affiliates............................................................  50
     SECTION 3.9.       Change of Control.....................................................................................  51
     SECTION 3.10.      Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries........................  53
     SECTION 3.11.      Limitation on Liens...................................................................................  53
     SECTION 3.12.      Limitation on Issuances of Guarantees of Indebtedness by Restricted Subsidiaries......................  54
     SECTION 3.13.      Limitation on Lines of Business.......................................................................  55
     SECTION 3.14.      Effectiveness of Covenants............................................................................  55
     SECTION 3.15.      Maintenance of Office or Agency.......................................................................  55
     SECTION 3.16.      Money for Security Payments to Be Held in Trust.......................................................  56
     SECTION 3.17.      Corporate Existence...................................................................................  57
     SECTION 3.18.      Payment of Taxes and Other Claims.....................................................................  57
     SECTION 3.19.      Maintenance of Properties.............................................................................  57
     SECTION 3.20.      Insurance.............................................................................................  58
     SECTION 3.21.      Compliance with Laws..................................................................................  58
     SECTION 3.22.      Compliance Certificate................................................................................  58
     SECTION 3.23.      Further Instruments and Acts..........................................................................  58
ARTICLE IV Successor Company and Successor Guarantor..........................................................................  58
     SECTION 4.1.       When Company May Merge or Otherwise Dispose of Assets.................................................  58
     SECTION 4.2.       When a Subsidiary Guarantor May Merge or Otherwise Dispose of Assets..................................  60
ARTICLE V Defaults and Remedies...............................................................................................  61
     SECTION 5.1.       Events of Default.  An "Event of Default" occurs if:..................................................  61
     SECTION 5.2.       Acceleration..........................................................................................  63
     SECTION 5.3.       Other Remedies........................................................................................  63
     SECTION 5.4.       Waiver of Past Defaults...............................................................................  63
     SECTION 5.5.       Control by Majority...................................................................................  64
     SECTION 5.6.       Limitation on Suits...................................................................................  64
     SECTION 5.7.       Rights of Holders to Receive Payment..................................................................  64
     SECTION 5.8.       Collection Suit by Trustee............................................................................  64
     SECTION 5.9.       Trustee May File Proofs of Claim......................................................................  65
     SECTION 5.10.      Priorities............................................................................................  65
     SECTION 5.11.      Undertaking for Costs.................................................................................  65
ARTICLE VI Trustee............................................................................................................  65
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<C>                     <S>                                                                                                    <C>
     SECTION 6.1.       Duties of Trustee.....................................................................................  66
     SECTION 6.2.       Rights of Trustee.....................................................................................  67
     SECTION 6.3.       Individual Rights of Trustee..........................................................................  67
     SECTION 6.4.       Trustee's Disclaimer..................................................................................  67
     SECTION 6.5.       Notice of Defaults....................................................................................  68
     SECTION 6.6.       Reports by Trustee to Holders.........................................................................  68
     SECTION 6.7.       Compensation and Indemnity............................................................................  68
     SECTION 6.8.       Replacement of Trustee................................................................................  69
     SECTION 6.9.       Successor Trustee by Merger...........................................................................  70
     SECTION 6.10.      Eligibility; Disqualification.........................................................................  70
     SECTION 6.11.      Preferential Collection of Claims Against Company.....................................................  70
ARTICLE VII Discharge of Indenture; Defeasance................................................................................  70
     SECTION 7.1.       Discharge of Liability on Securities; Defeasance......................................................  70
     SECTION 7.2.       Conditions to Defeasance..............................................................................  71
     SECTION 7.3.       Application of Trust Money............................................................................  72
     SECTION 7.4.       Repayment to Company..................................................................................  72
     SECTION 7.5.       Indemnity for U.S. Government Obligations.............................................................  73
     SECTION 7.6.       Reinstatement.........................................................................................  73
ARTICLE VIII Amendments.......................................................................................................  73
     SECTION 8.1.       Without Consent of Holders............................................................................  73
     SECTION 8.2.       With Consent of Holders...............................................................................  74
     SECTION 8.3.       Compliance with Trust Indenture Act...................................................................  75
     SECTION 8.4.       Revocation and Effect of Consents and Waivers.........................................................  75
     SECTION 8.5.       Notation on or Exchange of Securities.................................................................  75
     SECTION 8.6.       Trustee To Sign Amendments............................................................................  76
ARTICLE IX Miscellaneous......................................................................................................  76
     SECTION 9.1.       Trust Indenture Act Controls..........................................................................  76
     SECTION 9.2.       Notices...............................................................................................  76
     SECTION 9.3.       Communication by Holders with other Holders...........................................................  78
     SECTION 9.4.       Certificate and Opinion as to Conditions Precedent....................................................  78
     SECTION 9.5.       Statements Required in Certificate or Opinion.........................................................  78
     SECTION 9.6.       When Securities Disregarded...........................................................................  79
     SECTION 9.7.       Rules by Trustee, Paying Agent and Registrar..........................................................  79
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<C>                     <S>                                                                                                    <C>
     SECTION 9.8.       Legal Holidays........................................................................................  79
     SECTION 9.9.       Governing Law.........................................................................................  79
     SECTION 9.10.      No Recourse Against Others............................................................................  79
     SECTION 9.11.      Successors............................................................................................  79
     SECTION 9.12.      Multiple Originals....................................................................................  80
     SECTION 9.13.      Variable Provisions...................................................................................  80
     SECTION 9.14.      Qualification of Indenture............................................................................  80
     SECTION 9.15.      Table of Contents; Headings...........................................................................  80
</TABLE>
                                    EXHIBITS
                                    --------

EXHIBIT A  Form of the Series A Note
EXHIBIT B  Form of the Series B Note

                                     -iv-
<PAGE>

          INDENTURE dated as of October 23, 2001, among SMITHFIELD FOODS, INC.,
a Virginia corporation (the "Company"), and SunTrust Bank, a banking corporation
duly organized and existing under the laws of the State of Georgia (the
"Trustee").

                            Recitals Of The Company

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of (i) $300,000,000 aggregate principal
amount of the Company's 8% Senior Notes, Series A, due 2009, issued on the date
hereof (the "Initial Notes"), (ii) if and when issued, an unlimited principal
amount of additional 8% Senior Notes, Series A, due 2009 in a non-registered
offering or 8% Senior Notes, Series B, due 2009 in a registered offering of the
Company that may be offered from time to time subsequent to the Issue Date (the
"Additional Notes") and (iii) if and when issued, the Company's 8% Senior Notes,
Series B, due 2009 that may be issued from time to time in exchange for Initial
Notes or any Additional Notes in an offer registered under the Securities Act as
provided in the Registration Rights Agreement (as hereinafter defined) (the
"Exchange Notes," and together with the Initial Notes and Additional Notes, the
"Securities").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Securities:

                                   ARTICLE I

                   Definitions and Incorporation by Reference

          SECTION 1.1.  Definitions.

          "1998 Indenture" means the Indenture, dated as of February 9, 1998,
between the Company and the Trustee.

          "1998 Issue Date" means February 9, 1998.

          "1998 Notes" means the Company's 7-5/8% Senior Subordinated Notes due
2008.

          "Acquired Indebtedness" means Indebtedness (i) of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or (ii) assumed in connection with the acquisition of assets from
such Person, in each case whether or not incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary of the Company or such acquisition. Acquired Indebtedness shall be
deemed to have been incurred, with respect to clause (i) of the preceding
sentence, on the date such Person becomes a Restricted Subsidiary and, with
respect to clause (ii) of the preceding sentence, on the date of consummation of
such acquisition of assets.

          "Additional Assets" means: (i) any property or assets (other than
Indebtedness and Capital Stock) to be used by the Company or a Restricted
Subsidiary in a Related Business,
<PAGE>

                                                                               2

(ii) the Capital Stock of a Person that becomes a Restricted Subsidiary as a
result of the acquisition of such Capital Stock by the Company or another
Restricted Subsidiary or (iii) Capital Stock constituting a minority interest in
any Person that at such time is or will thereupon become a Restricted
Subsidiary; provided, however, that, in the case of clauses (ii) and (iii) of
this definition, such Restricted Subsidiary is primarily engaged in a Related
Business.

          "Affiliate" of any specified Person means (i) any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified Person, (ii) any Person who is a director or
officer (a) of such Person, (b) of any Subsidiary of such Person or (c) of any
Person described in clause (i) above and (iii) any beneficial owner of shares
representing 5% or more of the total voting power of the Voting Stock (on a
fully diluted basis) of the Company or of rights or warrants to purchase such
Voting Stock (whether or not currently exercisable) and any Person who would be
an Affiliate of any such beneficial owner pursuant to clauses (i) and (ii).  For
the purposes of this definition, "control" when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.  Notwithstanding the foregoing, no Person (other
than the Company or any Subsidiary of the Company) in whom a Receivables Entity
makes an Investment in connection with a Qualified Receivables Transaction shall
be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by
reason of such Investment.

          "Asset Disposition" means any sale, lease, transfer, or other issuance
or disposition (or series of related sales, leases, transfers, issuance or
dispositions that are part of a common plan) of shares of Capital Stock of a
Subsidiary (other than directors' qualifying shares), property or other assets
(each referred to for the purposes of this definition as a "disposition") by the
Company or any of its Restricted Subsidiaries (including any disposition by
means of a sale and leaseback, merger, consolidation or similar transaction, but
excluding any disposition by means of any pledge of assets or stock by the
Company or any of its Subsidiaries otherwise permitted under this Indenture, and
any transaction or series of related transactions from which the Company or any
of its Subsidiaries receives an aggregate consideration of less than $500,000)
other than (i) a disposition by a Restricted Subsidiary to the Company or by the
Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary, (ii) a
disposition of assets held for resale in the ordinary course of business, (iii)
the sale of Temporary Cash Investments in the ordinary course of business, (iv)
the sale or other disposition of damaged, worn, unneeded or obsolete equipment
in the ordinary course of business, (v) for purposes of Section 3.7 only, a
disposition subject to Section 3.4, (vi) the sale of other assets so long as the
fair market value of the assets disposed of pursuant to this clause (vi) does
not exceed $2.0 million in the aggregate in any fiscal year and $10.0 million in
the aggregate prior to October 15, 2009, (vii) any disposition of assets
pursuant to and in accordance with the provisions of Section 3.9 and/or Article
IV, (viii) sales or other dispositions of assets for consideration at least
equal to the fair market value of the assets sold or disposed of, to the extent
that the consideration received would constitute Additional Assets or an
Investment in a Permitted Joint Venture that in each case complies with Section
3.4 and (ix) sales of accounts receivable and related assets of the type
specified in the definition of "Qualified Receivables Transaction" to a
Receivables Entity for the fair market
<PAGE>

                                                                               3

value thereof, including cash in an amount at least equal to 75% of the book
value thereof as determined in accordance with GAAP.

          "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value (discounted at the interest
rate assumed in making calculations in accordance with FAS 13) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

          "Average Life" means, as of the date of determination, with respect to
any Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.

          "Bank Indebtedness" means any and all amounts payable under or in
respect of the Revolving Credit Facility and any Refinancing Indebtedness with
respect to the foregoing, as amended from time to time, including principal,
premium (if any), interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company
whether or not a claim for postfiling interest is allowed in such proceedings),
fees, charges, expenses, reimbursement obligations, guarantees and all other
amounts payable thereunder or in respect thereof (including, without limitation,
cash collateralization of letters of credit).

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

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

          "Borrowing Base" means, as of the date of determination, an amount
equal to the sum, without duplication of (i) 75% of the net book value of the
Company's and its Restricted Subsidiaries' accounts receivable at such date and
(ii) 75% of the net book value of the Company's and its Restricted Subsidiaries'
inventories at such date.  Net book value shall be determined in accordance with
GAAP and shall be that reflected on the most recent available balance sheet (it
being understood that the accounts receivable and inventories of an acquired
business may be included if such acquisition has been completed on or prior to
the date of determination).

          "Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banking institutions are authorized or required by law to
close in New York City or Atlanta, Georgia.
<PAGE>

                                                                               4

          "Capital Stock" of any Person means (i) with respect to any Person
that is a corporation, any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) equity of such Person, including any Preferred Stock, and
(ii) with respect to any Person that is not a corporation, any and all
partnership or other equity interests of such Person but in each case excluding
any debt securities convertible into such equity.

          "Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP, and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease.

          "Cash Equivalents" means (i) securities issued or directly and fully
guaranteed or insured by the United States government or any agency or
instrumentality thereof, (ii) certificates of deposit, time deposits and
eurodollar time deposits with maturities of one year or less from the date of
acquisition, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case with any commercial bank having capital
and surplus in excess of $500 million and the commercial paper of the holding
company of which is rated at least "A-1" or the equivalent thereof by S&P or "P-
1" or the equivalent thereof by Moody's, (iii) repurchase obligations for
underlying securities of the types described in clauses (i) and (ii) entered
into with any financial institution meeting the qualifications specified in
clause (ii) above, (iv) commercial paper rated "A-1" or the equivalent thereof
by S&P or "P-1" or the equivalent thereof by Moody's and in each case maturing
within one year after the date of acquisition thereof, (v) investment funds
investing 95% of their assets in securities of the type described in clauses
(i)-(iv) above.

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

          (i) any sale, transfer or other conveyance, whether direct or
     indirect, of all or substantially all of the fair market value of the
     assets of the Company on a consolidated basis, in one transaction or a
     series of related transactions, to any Person or Persons other than the
     Company or one or more of its Restricted Subsidiaries;

          (ii) any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), other than one or more Permitted Holders,
     is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
     under the Exchange Act, except that a Person shall be deemed to have
     "beneficial ownership" of all shares that any such Person has the right to
     acquire within one year), directly or indirectly, of more than 50% of the
     Voting Stock of the Company (or its successor by merger, consolidation or
     purchase of all or substantially all of its assets);

          (iii) during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors (together
     with any new directors whose election by such Board of Directors or whose
     nomination for election by the shareholders of the Company was approved by
     a vote of a majority of the directors of
<PAGE>

                                                                               5

     the Company then still in office who were either directors at the beginning
     of such period or whose election or nomination for election was previously
     so approved) cease for any reason to constitute a majority of the Board of
     Directors then in office; or

          (iv) the adoption of a plan relating to the liquidation or dissolution
     of the Company.

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

          "Company" means Smithfield Foods, Inc. until a successor replaces it
and, thereafter, means such successor.

          "Consolidated Coverage Ratio" as of any date of determination means
the ratio of (i) the aggregate amount of EBITDA of the Company and its
Restricted Subsidiaries for the period of the most recent four consecutive
fiscal quarters ending prior to the date of such determination for which
consolidated financial statements of the Company are available to (ii)
Consolidated Interest Expense of the Company and its Restricted Subsidiaries for
such four consecutive fiscal quarters; provided, however, that (1) if the
Company or any Restricted Subsidiary has Incurred any Indebtedness since the
beginning of such period that remains outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio is an Incurrence of Indebtedness, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Indebtedness as if such Indebtedness had been Incurred
on the first day of such period and the discharge of any other Indebtedness
repaid, repurchased, defeased or otherwise discharged with the proceeds of such
new Indebtedness as if such discharge had occurred on the first day of such
period, (2) if since the beginning of such period the Company or any Restricted
Subsidiary shall have made any Asset Disposition, the EBITDA for such period
shall be reduced by an amount equal to the EBITDA (if positive) directly
attributable to the assets that are the subject of such Asset Disposition for
such period or increased by an amount equal to the EBITDA (if negative) directly
attributable thereto for such period and Consolidated Interest Expense for such
period shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Indebtedness of the Company or any Restricted
Subsidiary repaid, repurchased, defeased or otherwise discharged  (to the extent
the related commitment is permanently reduced) with respect to the Company and
its continuing Restricted Subsidiaries in connection with such Asset Disposition
for such period (or, if the Capital Stock of any Restricted Subsidiary is sold,
the Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale), (3) if since the beginning of such period the Company or any
Restricted Subsidiary (by merger or otherwise) shall have made an Investment in
any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary)
or an acquisition of assets, including any Investment in a Restricted Subsidiary
or any acquisition of assets occurring in connection with a transaction causing
a calculation to be made hereunder, which constitutes all or substantially all
of an operating unit of a business, EBITDA and Consolidated Interest Expense for
such period shall be calculated after giving pro forma effect thereto (including
the Incurrence of any Indebtedness and including the pro forma expenses and cost
reductions calculated on a basis consistent with Regulation S-X of the
Securities Act) as if such Investment or acquisition occurred on the first day
of such period
<PAGE>

                                                                               6

and without regard to clause (ii) of the definition of Consolidated Net Income
and (4) if since the beginning of such period any Person (that subsequently
became a Restricted Subsidiary or was merged with or into the Company or any
Restricted Subsidiary since the beginning of such period) shall have made any
Asset Disposition or any Investment or acquisition of assets that would have
required an adjustment pursuant to clause (2) or (3) above if made by the
Company or a Restricted Subsidiary during such period, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma
effect thereto as if such Asset Disposition, Investment or acquisition of assets
occurred on the first day of such period. For purposes of this definition,
whenever pro forma effect is to be given to a transaction, the pro forma
calculations shall be determined in good faith by a responsible financial or
accounting Officer of the Company. If any Indebtedness bears a floating rate of
interest and is being given pro forma effect, the interest expense on such
Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into
account any Interest Rate Agreement applicable to such Indebtedness if such
Interest Rate Agreement has a remaining term as at the date of determination in
excess of 12 months).

          "Consolidated Interest Expense" means, for any period, the total
consolidated cash and non-cash interest expense (excluding capitalized interest)
of the Company and its Restricted Subsidiaries, determined in accordance with
GAAP, plus, to the extent incurred by the Company and its Restricted
Subsidiaries in such period but not included in such interest expense, (i)
interest expense attributable to Capitalized Lease Obligations and imputed
interest with respect to Attributable Debt, (ii) amortization of debt discount
and debt issuance cost (other than those debt discounts and debt issuance costs
incurred on the 1998 Issue Date or the Issue Date), (iii) capitalized interest,
(iv) non-cash interest expense, (v) commissions, discounts and other fees and
charges attributable to letters of credit and bankers' acceptance financing,
(vi) interest actually paid by the Company or any Restricted Subsidiary under
any Guarantee of Indebtedness or other obligation of any other Person, (vii) net
costs associated with Hedging Obligations (or minus net gains associated with
Hedging Obligations), (viii) the product of (A) Preferred Stock dividends in
respect of all Preferred Stock of Restricted Subsidiaries and Disqualified Stock
of the Company held by Persons other than the Company or a Wholly-Owned
Subsidiary multiplied by (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 the Company, expressed as a decimal, in each case,
determined on a consolidated basis in accordance with GAAP and (ix) the cash
contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees
to any Person (other than the Company) in connection with Indebtedness Incurred
by such plan or trust.  For purposes of the foregoing, gross interest expense
shall be determined after giving effect to any net payments made or received by
the Company and its Restricted Subsidiaries with respect to Interest Rate
Agreements.

          "Consolidated Net Income" means, for any period, without duplication,
the consolidated net income (loss) of the Company and its Restricted
Subsidiaries; provided, however, that there shall not be included in such
Consolidated Net Income: (i) any net income (loss) of any Person if such Person
is not a Restricted Subsidiary, except that (A) subject to the limitations
contained in clause (iv) below, the Company's equity in the net income of any
such Person for such period shall be included in such Consolidated Net Income up
to the aggregate
<PAGE>

                                                                               7

amount of cash actually distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend or other distribution to a Restricted Subsidiary, to
the limitations contained in clause (iii) below) and (B) the Company's equity in
a net loss of any such Person for such period shall be included in determining
such Consolidated Net Income, (ii) any net income (loss) of any Person acquired
by the Company or a Restricted Subsidiary in a pooling of interests transaction
for any period prior to the date of such acquisition, (iii) any net income
(loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to
restrictions, directly or indirectly, on the payment of dividends or the making
of distributions by such Restricted Subsidiary, directly or indirectly, to the
Company, except that (A) subject to the limitations contained in (iv) below, the
Company's equity in the net income of any such Restricted Subsidiary for such
period shall be included in such Consolidated Net Income up to the aggregate
amount of cash distributed by such Restricted Subsidiary during such period to
the Company or another Restricted Subsidiary as a dividend (subject, in the case
of a dividend that could have been made to another Restricted Subsidiary, to the
limitation contained in this clause) and (B) the Company's equity in a net loss
of any such Person for such period shall be included in determining such
Consolidated Net Income, (iv) any gain (but not loss) realized upon the sale or
other disposition of any asset of the Company or its Restricted Subsidiaries
(including pursuant to any Sale/Leaseback Transaction) that is not sold or
otherwise disposed of in the ordinary course of business and any gain (but not
loss) realized upon the sale or other disposition of any Capital Stock of any
Person, (v) any extraordinary gain or loss, (vi) the cumulative effect of a
change in accounting principles and (vii) for purposes of clause (a)(3)(A) of
Section 3.4, amounts otherwise included in Consolidated Net Income that have the
effect of reducing the aggregate amount of Investments under clause (viii) of
the definition of Permitted Investments.

          "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement as to which such
Person is a party or a beneficiary.

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

          "Defaulted Interest" shall have the meaning set forth in Section 2.13.

          "Depositary" means The Depository Trust Company, its nominees and
their respective successors and assigns, or such other depository institution
hereinafter appointed by the Company.

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person that by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable or exercisable) or upon
the happening of any event (i) matures or is mandatorily redeemable pursuant to
a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for
Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the
holder thereof, in whole or in part, in each case on or prior to 123 days after
the Stated Maturity of the Securities; provided, that any Capital Stock that
would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an "asset sale" or "change of control"
<PAGE>

                                                                               8

occurring prior to the Stated Maturity of the Securities shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the provisions contained in Sections 3.7 and 3.9 of the 1998
Indenture and Sections 3.7 and 3.9 of this Indenture and such Capital Stock
specifically provides that such Person will not repurchase or redeem any such
stock pursuant to such provision prior to the Company's repurchase of such
Securities as are required to be repurchased pursuant to Sections 3.7 and 3.9 of
the 1998 Indenture and Sections 3.7 and 3.9 of this Indenture.

          "EBITDA" means, for any period, the Consolidated Net Income for such
period, plus, without duplication and to the extent deducted in calculating such
Consolidated Net Income, (i) income tax expense, (ii) Consolidated Interest
Expense, (iii) depreciation expense, (iv) amortization of intangibles and (v)
other non-cash charges or non-cash losses (other than non-cash charges to the
extent they represent an accrual of or reserve for cash charges in any future
period or amortization of a prepaid expense that was paid in a prior period),
less, without duplication, non-cash items increasing Consolidated Net Income of
such Person for such period (excluding any items which represent the reversal of
any accrual of, or cash reserve for, anticipated cash charges in any prior
period); provided, that if any Restricted Subsidiary is not directly or
indirectly owned 100% by the Company, EBITDA shall be reduced (to the extent not
otherwise reduced in accordance with GAAP) by an amount equal to (A) the amount
of the EBITDA attributable to such Restricted Subsidiary multiplied by (B) the
quotient of (1) the number of shares of outstanding common Equity Interests of
such Restricted Subsidiary not owned directly or indirectly by the Company on
the last day of such period by the Company divided by (2) the total number of
shares of outstanding common Equity Interests of such Restricted Subsidiary on
the last day of such period.

          "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).

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

          "Fiscal Year" means the fiscal year of the Company ending on the
Sunday closest to April 30 of each year or such other fiscal year as may be
determined by the Company and the Board of Directors and of which the Trustee
shall receive written notice pursuant to Section 3.22 hereof.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect on the 1998 Issue Date, including those set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession.  All ratios and computations based on GAAP contained in
this Indenture shall be computed in conformity with GAAP.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other
nonfinancial obligation of any other
<PAGE>

                                                                               9

Person and any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or such other obligation of such other Person
(whether arising by virtue of partnership arrangements, or by agreement to keep-
well, to purchase assets, goods, securities or services, to take-or-pay, or to
maintain financial statement conditions or otherwise) or (ii) entered into for
purposes of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, however, that the term
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning.

          "Guarantor Subordinated Indebtedness" means, with respect to a
Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinate in right of payment to the obligations of such Subsidiary Guarantor
under its Subsidiary Guarantee pursuant to a written agreement.

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

          "Holder" or "Securityholder" means the Person in whose name a Security
is registered in the Note Register.

          "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Subsidiary at the time it becomes a Subsidiary.  Any Indebtedness issued at a
discount (including Indebtedness on which interest is payable through the
issuance of additional Indebtedness) shall be deemed incurred at the time of
original issuance of the Indebtedness at the initial accreted amount thereof.

          "Indebtedness" means, with respect to any Person on any date of
determination (without duplication): (i) the principal of and premium (if any)
in respect of indebtedness of such Person for borrowed money, (ii) the principal
of and premium (if any) in respect of obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all obligations of
such Person in respect of letters of credit or other similar instruments
(including reimbursement obligations with respect thereto) (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in clauses (i), (ii) and (v)) entered into in the ordinary
course of business of such Person to the extent that such letters of credit are
not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed
no later than the third business day following receipt by such Person of a
demand for reimbursement following payment on the letter of credit), (iv) all
obligations of such Person to pay the deferred and unpaid purchase price of
property or services (except Trade Payables), which purchase price is due more
than six months after the date of placing such property in final service or
taking final delivery and title thereto or the completion of such services, (v)
all Capitalized Lease Obligations and Attributable Debt of such Person, (vi) the
redemption, repayment or other repurchase amount of such Person with respect to
any Disqualified Stock or, with respect to any Subsidiary of the Company, any
Preferred Stock (but excluding, in each case, any accrued dividends), (vii) all
<PAGE>

                                                                              10

Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided, however,
that the amount of Indebtedness of such Person shall be the lesser of (A) the
fair market value of such asset at such date of determination and (B) the amount
of such Indebtedness of such other Person, (viii) all Indebtedness of other
Persons to the extent Guaranteed by such Person and (ix) to the extent not
otherwise included in this definition, net Hedging Obligations of such Person
(such obligations to be equal at any time to the termination value of such
agreement or arrangement giving rise to such Hedging Obligation that would be
payable by such Person at such time).

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

          "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

          "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are,
in conformity with GAAP, recorded as accounts receivable on the balance sheet of
the Company or its Restricted Subsidiaries) or other extension of credit
(including by way of Guarantee or similar arrangement) or capital contribution
to (by means of any transfer of cash or other property to others or any payment
for property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by such Person.  For purposes of the definition of "Unrestricted Subsidiary" and
Section 3.4, (i) "Investment" shall include the portion (proportionate to the
Company's equity interest in such Subsidiary) of the fair market value of the
net assets of any Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary in an amount (if positive) equal to (x) the Company's "Investment" in
such Subsidiary at the time of such redesignation less (y) the portion
(proportionate to the Company's equity interest in such Subsidiary) of the fair
market value of the net assets of such Subsidiary at the time of such
redesignation; and (ii) any property transferred to or from an Unrestricted
Subsidiary shall be valued at its fair market value at the time of such
transfer, in each case as determined in good faith either by the Board of
Directors or Senior Management.

          "Investment Grade Status," with respect to the Company, shall occur
when the Securities receive a rating of "BBB-"or higher from S&P and a rating of
"Baa3" or higher from Moody's.

          "Issue Date" means the date on which the Initial Notes are originally
issued.

          "Legal Holiday" has the meaning ascribed to it in Section 10.8.

          "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in
<PAGE>

                                                                              11

the nature thereof, any option or other agreement to sell, or any filing of, or
any agreement to give any security interest).

          "Moody's" means Moody's Investors Service, Inc., and its successors.

          "Net Available Cash" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to the properties or assets that are the subject of such Asset Disposition or
received in any other non-cash form) therefrom, in each case net of (i) all
legal, title and recording tax expenses, commissions and other fees and expenses
incurred (including fees and expenses of counsel, accountants and investment
bankers), and all Federal, state, provincial, foreign and local taxes required
to be paid or accrued as a liability under GAAP, as a consequence of such Asset
Disposition, (ii) all payments made on any Indebtedness that is secured by any
assets subject to such Asset Disposition, in accordance with the terms of any
Lien upon such assets, or that must by its terms, or in order to obtain a
necessary consent to such Asset Disposition, or by applicable law, be repaid out
of the proceeds from such Asset Disposition, (iii) all distributions and other
payments required to be made to minority interest holders in Subsidiaries or
joint ventures as a result of such Asset Disposition, (iv) appropriate amounts
to be provided by the seller as a reserve, in accordance with GAAP, against any
liabilities associated with the assets disposed of in such Asset Disposition and
retained by the Company or any Restricted Subsidiary after such Asset
Disposition and (v) any portion of the purchase price from an Asset Disposition
placed in escrow (whether as a reserve for adjustment of the purchase price, or
for satisfaction of indemnities in respect of such Asset Disposition); provided,
however, that upon the termination of such escrow, Net Available Cash shall be
increased by any portion of funds therein released to the Company or any
Restricted Subsidiary.

          "Net Cash Proceeds" means, with respect to any issuance or sale of
Capital Stock or Indebtedness, the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

          "Non-Recourse Indebtedness" means Indebtedness (i) as to which neither
the Company nor any of its Restricted Subsidiaries (a) provides credit support
pursuant to any undertaking, agreement or instrument that would constitute
Indebtedness or (b) is directly or indirectly liable and (ii) no default with
respect to which would permit (upon notice, lapse of time or both) any holder of
any other Indebtedness of the Company or any of its Restricted Subsidiaries to
declare a default on such Indebtedness or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity.

          "Note Register" means the register of Securities, maintained by the
Trustee, pursuant to Section 2.3.
<PAGE>

                                                                              12

          "Officer" means any one of the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, any Vice
President, the Treasurer, the Secretary or the Controller of the Company.

          "Officers' Certificate" means a certificate signed by two or more
Officers.

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

          "Pari Passu Indebtedness" means Indebtedness that ranks equally in
right of payment to the Securities.

          "Permitted Employee Payments" means Restricted Payments by the Company
or any Restricted Subsidiary in respect of (i) the repurchase of Capital Stock
by the Company or any Restricted Subsidiary from an employee of the Company or
any Restricted Subsidiary or their assigns, estates or heirs upon the death,
retirement or termination of such employee or (ii) loans or advances to
employees of the Company or any of its Subsidiaries made in the ordinary course
of business.

          "Permitted Holders" means Joseph W. Luter, III or any Person the
majority of the equity interests of which is beneficially owned by Joseph W.
Luter, III.

          "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in (i) a Restricted Subsidiary, the Company or a Person
that will, upon the making of such Investment, become a Restricted Subsidiary;
provided, however, that the primary business of such Restricted Subsidiary is a
Related Business, (ii) another Person if as a result of such Investment such
other Person is merged or consolidated with or into, or transfers or conveys all
or substantially all its assets to, the Company or a Restricted Subsidiary;
provided, however, that the primary business of such Person is a Related
Business, (iii) Temporary Cash Investments, (iv) receivables owing to the
Company or any Restricted Subsidiary, if created or acquired in the ordinary
course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include such
concessionary trade terms as the Company or any such Restricted Subsidiary deems
reasonable under the circumstances, (v) securities received as consideration in
Asset Dispositions made in compliance with Section 3.7 with the exception of
securities received as consideration for Asset Dispositions of any property,
plant, equipment or other facility closed and designated in accordance with
clause (a)(ii) of Section 3.7, (vi) Investments in existence on the 1998 Issue
Date (but not in excess of the amount of such Investments in existence on the
1998 Issue Date without giving effect to increases or decreases attributable to
accounting for the net income of such Investments or subsequent changes in
value), (vii) any Investment by the Company or a Wholly-Owned Subsidiary in a
Receivables Entity or any Investment by a Receivables Entity in any other Person
in connection with a Qualified Receivables Transaction; provided that any
Investment in a Receivables Entity is in the form of a Purchase Money Note or an
Equity Interest and (viii) additional Investments in a Related Business since
the 1998 Issue Date having an aggregate fair market value, taken together with
all other Investments made pursuant to this clause (viii) since the 1998 Issue
Date that are at that time outstanding, not to exceed 15% of Total Assets at the
<PAGE>

                                                                              13

time of such Investment (with the fair market value of each Investment being
measured at the time made and without giving effect to subsequent changes in
value).

          "Permitted Liens" means, with respect to any Person:

          (1) Liens securing Indebtedness and other obligations of the Company
     under the Revolving Credit Facility and related Interest Rate Agreements
     and liens on assets of Restricted Subsidiaries securing Guarantees of
     Indebtedness and other obligations of the Company under the Revolving
     Credit Facility permitted to be incurred under this Indenture in an
     aggregate principal amount at any one time outstanding not to exceed the
     greater of (x) $650.0 million and (y) the Borrowing Base;

          (2) pledges or deposits by such Person under workmen's compensation
     laws, unemployment insurance laws or similar legislation, or good faith
     deposits in connection with bids, tenders, contracts (other than for the
     payment of Indebtedness) or leases to which such Person is a party, or
     deposits to secure public or statutory obligations of such Person or
     deposits or cash or United States government bonds to secure surety or
     appeal bonds to which such Person is a party, or deposits as security for
     contested taxes or import or customs duties or for the payment of rent, in
     each case Incurred in the ordinary course of business;

          (3) Liens imposed by law, including carriers', warehousemen's and
     mechanics' Liens, in each case for sums not yet due or being contested in
     good faith by appropriate proceedings if a reserve or other appropriate
     provisions, if any, as shall be required by GAAP shall have been made in
     respect thereof;

          (4) Liens for taxes, assessments or other governmental charges not yet
     subject to penalties for non-payment or which are being contested in good
     faith by appropriate proceedings provided appropriate reserves required
     pursuant to GAAP have been made in respect thereof;

          (5) Liens in favor of issuers of surety or performance bonds or
     letters of credit or bankers' acceptances issued pursuant to the request of
     and for the account of such Person in the ordinary course of its business;
     provided, however, that such letters of credit do not constitute
     Indebtedness;

          (6) encumbrances, easements or reservations of, or rights of others
     for, licenses, rights of way, sewers, electric lines, telegraph and
     telephone lines and other similar purposes, or zoning or other restrictions
     as to the use of real properties or liens incidental to the conduct of the
     business of such Person or to the ownership of its properties which do not
     in the aggregate materially adversely affect the value of said properties
     or materially impair their use in the operation of the business of such
     Person;

          (7) Liens securing Hedging Obligations so long as the related
     Indebtedness is, and is permitted to be under the Indenture, secured by a
     Lien on the same property securing such Hedging Obligation;
<PAGE>

                                                                              14

          (8) leases and subleases of real property which do not materially
     interfere with the ordinary conduct of the business of the Company or any
     of its Restricted Subsidiaries;

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

          (10) Liens for the purpose of securing the payment of all or a part of
     the purchase price of, or Capitalized Lease Obligations with respect to,
     assets or property acquired or constructed in the ordinary course of
     business, provided that:

             (a) the aggregate principal amount of Indebtedness secured by such
        Liens is otherwise permitted to be Incurred under the Indenture and does
        not exceed the cost of the assets or property so acquired or
        constructed; and

             (b) such Liens are created within 180 days of construction or
        acquisition of such assets or property and do not encumber any other
        assets or property of the Company or any Restricted Subsidiary other
        than such assets or property and assets affixed or appurtenant thereto;

          (11) Liens arising solely by virtue of any statutory or common law
     provisions relating to banker's Liens, rights of set-off or similar rights
     and remedies as to deposit accounts or other funds maintained with a
     depositary institution; provided that:

             (a) such deposit account is not a dedicated cash collateral account
        and is not subject to restrictions against access by the Company in
        excess of those set forth by regulations promulgated by the Federal
        Reserve Board; and

             (b) such deposit account is not intended by the Company or any
        Restricted Subsidiary to provide collateral to the depository
        institution;

          (12) Liens arising from Uniform Commercial Code financing statement
     filings regarding operating leases entered into by the Company and its
     Restricted Subsidiaries in the ordinary course of business;

          (13) Liens existing on the Issue Date (excluding Liens permitted under
     clause (1));

          (14) Liens on property or shares of stock of a Person at the time such
     Person becomes a Restricted Subsidiary; provided, however, that such Liens
     are not created, incurred or assumed in connection with, or in
     contemplation of, such other Person becoming a Restricted Subsidiary;
     provided further, however, that any such Lien may not extend to any other
     property owned by the Company or any Restricted Subsidiary;

          (15) Liens on property at the time the Company or a Restricted
     Subsidiary acquired the property, including any acquisition by means of a
     merger or consolidation
<PAGE>

                                                                              15

     with or into the Company or any Restricted Subsidiary; provided, however,
     that such Liens are not created, incurred or assumed in connection with, or
     in contemplation of, such acquisition; provided further, however, that such
     Liens may not extend to any other property owned by the Company or any
     Restricted Subsidiary;

          (16) Liens securing Indebtedness or other obligations of a Restricted
     Subsidiary owing to the Company or a Wholly Owned Subsidiary (other than a
     Receivables Entity);

          (17) Liens securing the Securities and Subsidiary Guarantees;

          (18) Liens securing Indebtedness incurred after the Issue Date and any
     Refinancing Indebtedness relating thereto (excluding any Liens securing any
     other Indebtedness Incurred after the Issue Date permitted under other
     clauses hereof) in an aggregate principal amount at any one time
     outstanding not to exceed 15% of Total Assets;

          (19) Liens securing Refinancing Indebtedness (other than Liens
     Incurred under clauses (1) and (18) above) incurred to refinance
     Indebtedness that was previously so secured, provided that any such Lien is
     limited to all or part of the same property or assets (plus improvements,
     accessions, proceeds or dividends or distributions in respect thereof) that
     secured (or, under the written arrangements under which the original Lien
     arose, could secure) the Indebtedness being refinanced or is in respect of
     property that is the security for a Permitted Lien hereunder; and

          (20) Liens on assets transferred to a Receivables Entity or on assets
     of a Receivables Entity, in either case incurred in connection with a
     Qualified Receivables Transaction.

          "Permitted Joint Venture" means any Person in which the Company or a
Restricted Subsidiary owns, directly or indirectly, an ownership interest (other
than a Subsidiary) and whose primary business is related, ancillary or
complementary to any of the businesses of the Company and its Restricted
Subsidiaries at the time of determination.

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

          "Preferred Stock", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) that is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

          "Private Exchange Securities" shall have the meaning set forth in the
Registration Rights Agreement.
<PAGE>

                                                                              16

          "Purchase Money Note" means a promissory note of a Receivables Entity
evidencing a line of credit, which may be irrevocable, from the Company or any
Subsidiary of the Company in connection with a Qualified Receivables Transaction
to a Receivables Entity, which note shall be repaid from cash available to the
Receivables Entity, other than amounts required to be established as reserves
pursuant to agreements, amounts paid to investors in respect of interest,
principal and other amounts owing to such investors and amounts owing to such
investors and amounts paid in connection with the purchase of newly generated
receivables.

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

          "Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by the Company or any of its Subsidiaries
pursuant to which the Company or any of its Subsidiaries may sell, convey or
otherwise transfer to (a) a Receivables Entity (in the case of a transfer by the
Company or any of its Subsidiaries) and (b) any other Person (in the case of a
transfer by a Receivables Entity), or may grant a security interest in, any
accounts receivable (whether now existing or arising in the future) of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

          "Receivables Entity" means a Wholly-Owned Subsidiary of the Company
(or another Person in which the Company or any Subsidiary of the Company makes
an Investment and to which the Company or any Subsidiary of the Company
transfers accounts receivable and related assets) which engages in no activities
other than in connection with the financing of accounts receivable and which is
designated by the Board of Directors of the Company (as provided below) as a
Receivables Entity, (a) no portion of the Indebtedness or any other obligations
(contingent or otherwise) of which (i) is guaranteed by the Company or any
Subsidiary of the Company (excluding guarantees of obligations (other than the
principal of, and interest on, Indebtedness) pursuant to Standard Securitization
Undertakings), (ii) is recourse to or obligates the Company or any Subsidiary of
the Company in any way other than pursuant to Standard Securitization
Undertakings or (iii) subjects any property or asset of the Company or any
Subsidiary of the Company, directly or indirectly, contingently or otherwise, to
the satisfaction thereof, other than pursuant to Standard Securitization
Undertakings, (b) with which neither the Company nor any Subsidiary of the
Company has any material contract, agreement, arrangement or understanding other
than on terms no less favorable to the Company or such Subsidiary than those
that might be obtained at the time from Persons that are not Affiliates of the
Company, other than fees payable in the ordinary course of business in
connection with servicing accounts receivable, and (c) to which neither the
Company nor any Subsidiary of the Company has any obligation to maintain or
preserve such entity's financial condition or cause such entity to achieve
certain levels of operating results.  Any such designation by the Board of
Directors of the Company shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the resolution of the Board of Directors of the
Company giving effect to such
<PAGE>

                                                                              17

designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

          "Recourse Indebtedness" means Indebtedness that is not Non-Recourse
Indebtedness.

          "Refinancing Indebtedness" means Indebtedness that is Incurred to
refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) (collectively, "refinances", and "refinanced"
shall have a correlative meaning) any Indebtedness existing on the 1998 Issue
Date or Incurred in compliance with the Indenture or the 1998 Indenture
(including Indebtedness of the Company that refinances Indebtedness of any
Restricted Subsidiary (to the extent permitted by the Indenture) and
Indebtedness of any Restricted Subsidiary that refinances Indebtedness of
another Restricted Subsidiary (except that a Subsidiary Guarantor shall not
refinance Indebtedness of a Restricted Subsidiary that is not a Subsidiary
Guarantor)) including Indebtedness that refinances Refinancing Indebtedness;
provided, however, that (i) the Refinancing Indebtedness has a Stated Maturity
no earlier than the Stated Maturity of the Indebtedness being refinanced, (ii)
the Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being refinanced, (iii) such Refinancing Indebtedness is
Incurred in an aggregate principal amount (or if issued with original issue
discount, an aggregate issue price) that is equal to or less than the aggregate
principal amount (or if issued with original issue discount, the aggregate
accreted value) then outstanding of the Indebtedness being refinanced, plus
fees, underwriting discounts, premiums, unpaid accrued interest and other costs
and expenses incurred in connection with such Refinancing Indebtedness and (iv)
if the Indebtedness being refinanced is subordinated in right of payment to the
Securities or a Subsidiary Guarantee, such Refinancing Indebtedness is
subordinated in right of payment to the Securities or the Subsidiary Guarantee
on terms at least as favorable to the holders of Securities as those contained
in the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; provided further, however, that
Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted
Subsidiary that refinances Indebtedness of the Company or (y) Indebtedness of
the Company or a Restricted Subsidiary that refinances Indebtedness of an
Unrestricted Subsidiary.

          "Registered Exchange Offer" shall have the meaning set forth in the
Registration Rights Agreement.

          "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement, dated October 23, 2001, among the Company, J.P. Morgan
Securities Inc. and Goldman, Sachs & Co. and, with respect to any Additional
Notes, one or more substantially similar registration rights agreements between
the Company and the other parties thereto, as such agreement(s) may be amended,
from time to time.

          "Related Business" means any business which is the same as or related,
complementary or ancillary to any of the businesses of the Company and its
Restricted Subsidiaries on the date of the 1998 Indenture.

          "Restricted Investment" means any Investment other than a Permitted
Investment.
<PAGE>

                                                                              18

          "Restricted Period" means, in relation to the Initial Notes, the 40
consecutive days beginning on and including the later of (A) the day on which
the Initial Notes are offered to persons other than distributors (as defined in
Regulation S under the Securities Act) and (B) the Issue Date and, in relation
to any Additional Notes that are Restricted Securities, it means the comparable
period of 40 consecutive days.

          "Restricted Security" means a Security that constitutes a "restricted
security" within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be entitled to request and
conclusively rely on an opinion of counsel with respect to whether any Security
constitutes a Restricted Security.

          "Restricted Securities Legend" means the Private Placement Legend set
forth in clause (A) of Section 2.1(c) or the Regulation S Legend set forth in
clause (B) of Section 2.1(c), as applicable.

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

          "Revolving Credit Facility" means the Second Amended and Restated
Multi-Year Credit Agreement dated as of December 3, 1999 among the Company, the
subsidiary guarantors party thereto, the lenders party thereto, and The Chase
Manhattan Bank, as Administrative Agent, as it may be amended, supplemented or
modified from time to time and any renewal, increase, extension, refunding,
restructuring, replacement or refinancing thereof (whether with the original
administrative agent and lenders or another administrative agent or agents or
one or more other lenders and whether provided under the original Revolving
Credit Facility or one or more other credit or other agreements or indentures).

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

          "SEC" means the Securities and Exchange Commission.

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

          "Securities" means the Securities issued under this Indenture.

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

          "Securities Custodian" means the custodian with respect to the Global
Security (as appointed by the Depositary), or any successor Person thereto and
shall initially be the Trustee.
<PAGE>

                                                                              19

          "Senior Management" means with respect to the Company or any of its
Subsidiaries, as the case may be, any one of the Chairman of the Board, the
Chief Executive Officer, the President and the Chief Operating Officer or any
combination of the foregoing.

          "Senior Secured Notes" means collectively, the 8.41% Series B Senior
Secured Notes Due August 1, 2006, the 8.34% Series C Senior Secured Notes Due
August 1, 2003, the 9.80% Series D Senior Secured Notes Due August 1, 2003, the
10.75% Series E Senior Secured Notes Due August 1, 2005, the 8.52% Series F
Senior Secured Notes Due August 1, 2006, the 9.85% Series G Senior Secured Notes
Due November 1, 2006 and the 8.41% Series H Senior Secured Notes Due August 1,
2004, each issued pursuant to the Amended and Restated Note Purchase Agreement,
dated as of October 31, 1999, among the Company and each of the several
purchasers named therein, as the same may be amended, supplemented or otherwise
modified from time to time, the 7.89% Series I Senior Secured Notes due October
1, 2009, the Variable Rate Series J Senior Secured Notes due October 1, 2009,
the 8.44% Series K Senior Secured Notes due October 1, 2009, the LIBOR Rate
Series L Senior Secured Notes due October 1, 2009, each issued pursuant to the
Amended and Restated Note Purchase Agreement, dated as of October 27, 1999,
among the Company and each of the several purchasers named therein, as the same
may be amended, supplemented or otherwise modified from time to time, and the
8.25% Series M Senior Secured Notes due March 2, 2006 and the LIBOR Rate Series
N Senior Secured Notes due March 2, 2002 each issued pursuant to the Note
Purchase Agreement, dated as of June 2, 2000, among the Company and each of the
several purchasers named therein, as the same may be amended, supplemented or
otherwise modified (but not increased) from time to time.

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

          "S&P" means Standard & Poor's Ratings Service, a division of The
McGraw-Hill Companies, Inc., and its successors.

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

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

          "Subordinated Indebtedness" means any Indebtedness of the Company
(whether outstanding on the date of this Indenture or the 1998 Indenture or
thereafter Incurred) which is subordinate or junior in right of payment to the
Securities pursuant to a written agreement including, in all respects, the 1998
Notes.
<PAGE>

                                                                              20

          "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership or
joint venture interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person
or (ii) one or more Subsidiaries of such Person.

          "Subsidiary Guarantee" means any Guarantee of the Securities that may
from time to time be executed and delivered by a Restricted Subsidiary pursuant
to Section 3.12.

          "Subsidiary Guarantor" means any Subsidiary that has issued a
Subsidiary Guarantee.

          "Successor Company" shall have the meaning assigned thereto in clause
(i) of Section 4.1.

          "Successor Guarantor" shall have the meaning assigned thereto in
clause (i) of Section 4.2.

          "Temporary Cash Investments" means any of the following: (i) any
Investment in direct obligations (x) of the United States of America or any
agency thereof or obligations Guaranteed by the United States of America or any
agency thereof or (y) of any foreign country recognized by the United States of
America rated at least "A" by S&P or "A-1" by Moody's, (ii) Investments in time
deposit accounts, certificates of deposit and money market deposits maturing
within 180 days of the date of acquisition thereof issued by a bank or trust
company that is organized under the laws of the United States of America, any
state thereof or any foreign country recognized by the United States of America
having capital and surplus aggregating in excess of $250.0 million (or the
foreign currency equivalent thereof) and whose long-term debt is rated "A" by
S&P or "A-1" by Moody's, (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (i) or
(ii) above entered into with a bank meeting the qualifications described in
clause (ii) above, (iv) Investments in commercial paper, maturing not more than
270 days after the date of acquisition, issued by a corporation (other than an
Affiliate of the Company) organized and in existence under the laws of the
United States of America or any foreign country recognized by the United States
of America with a rating at the time as of which any Investment therein is made
of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P,
(v) Investments in securities with maturities of six months or less from the
date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States of America, or by any political subdivision or
taxing authority thereof, and rated at least "A" by S&P or "A" by Moody's and
(vi) any money market deposit accounts issued or offered by a domestic
commercial bank or a commercial bank organized and located in a country
recognized by the United States of America, in each case, having capital and
surplus in excess of $250.0 million (or the foreign currency equivalent
thereof), or investments in money market funds complying with the risk limiting
conditions of Rule 2a-7 (or any short-term successor rule) of the SEC, under the
Investment Company Act of 1940, as amended.
<PAGE>

                                                                              21

          "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 77aaa-77bbbb), as in effect from time to time.

          "Total Assets" means, with respect to any Person, the total
consolidated assets of such Person and its Restricted Subsidiaries, as shown on
the recent balance sheet of such Person.

          "Trade Payables" means, with respect to any Person, any accounts
payable or any indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person arising in the ordinary course of business
in connection with the acquisition of goods or services.

          "Trustee" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means such successor.

          "Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

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

          "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
at the time of determination shall be designated an Unrestricted Subsidiary by
the Board of Directors in the manner provided below and (ii) any Subsidiary of
an Unrestricted Subsidiary.  The Board of Directors may designate any Restricted
Subsidiary of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property
of, the Company or any Restricted Subsidiary (except a Restricted Subsidiary
which upon such designation becomes an Unrestricted Subsidiary in accordance
with this Indenture); provided that (i) such designation would be permitted
under Section 3.4, (ii) no portion of the Indebtedness or any other obligation
(contingent or otherwise) of such Subsidiary (A) is Guaranteed by the Company or
any Restricted Subsidiary, (B) is Recourse Indebtedness or (C) subjects any
property or asset of the Company or any Restricted Subsidiary, directly or
indirectly, contingently or otherwise, to the satisfaction thereof, and (iii) no
default or event of default with respect to any Indebtedness of such Subsidiary
would permit any holder of any Indebtedness of the Company or any Restricted
Subsidiary to declare such Indebtedness of the Company or any Restricted
Subsidiary due and payable prior to its maturity.  The Board of Directors may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
that immediately after giving effect to such designation (x) the Company could
Incur $1.00 of additional Indebtedness under Section 3.3(a) and (y) no Default
or Event of Default shall have occurred and be continuing.  Any such designation
by the Board of Directors shall be evidenced to the Trustee by promptly filing
with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers' Certificate that such designation complied with the
foregoing provisions.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America
<PAGE>

                                                                              22

(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the issuer's option.

          "Voting Stock" of an entity means all classes of Capital Stock of such
entity then outstanding and normally entitled to vote in the election of
directors or all interests in such entity with the ability to control the
management or actions of such entity.

          "Wholly-Owned Subsidiary" means a Restricted Subsidiary of the
Company, 80% or more of the Capital Stock of which (other than directors'
qualifying shares) is owned directly or indirectly by the Company.

          SECTION 1.2.  Other Definitions.

<TABLE>
<CAPTION>
                                                                                         Defined in
      Term                                                                                 Section
      ----                                                                          ---------------------
<S>                                                                                       <C>
"Additional Notes"...............................................................         Recitals
"Additional Restricted Securities"...............................................           2.1(b)
"Affiliate Transaction"..........................................................           3.8
"Agent Member"...................................................................           2.1(e)
"Authenticating Agent"                                                                      2.2
"Bankruptcy Law".................................................................           5.1
"Change of Control Offer"........................................................           3.9(c)
"Company Order"..................................................................           2.2
"Corporate Trust Office".........................................................           3.15
"covenant defeasance option".....................................................           7.1(b)
"Custodian"......................................................................           5.1
"Definitive Securities"..........................................................           2.1(f)
"Event of Default"...............................................................           5.1
"Exchange Notes".................................................................         Recitals
"Excess Proceeds"................................................................           3.7(B)
"Global Securities"..............................................................           2.1(b)
"IAI"............................................................................           2.1(b)
"Initial Notes"..................................................................         Recitals
"Institutional Accredited Investor Global Note"..................................           2.1(b)
"Institutional Accredited Investor Notes"........................................           2.1(b)
"legal defeasance option"........................................................           7.1(b)
"Offer"..........................................................................           3.7(b)
"Offer Amount"...................................................................           3.7
"Offer Period"...................................................................           3.7
"Pari Passu Offer"...............................................................           3.7(b)
"Paying Agent"...................................................................           2.3
"Private Placement Legend".......................................................           2.1
"Purchase Agreement".............................................................           2.1(b)
"Purchase Date"..................................................................           3.7(c)
"QIBs"...........................................................................           2.1(b)
"Registrar"......................................................................           2.3
</TABLE>
<PAGE>

                                                                              23
<TABLE>
<S>                                                                                       <C>
"Regulation S"...................................................................           2.1(b)
"Regulation S Global Note".......................................................           2.1(b)
"Regulation S Legend"............................................................           2.1(d)
"Regulation S Note"..............................................................           2.1(a)
"Resale Restriction Termination Date"............................................           2.6
"Restricted Payment".............................................................           3.4
"Rule 144A"......................................................................           2.1(b)
"Rule 144A Global Note"..........................................................           2.1(b)
"Rule 144A Note".................................................................           2.1(b)
"Securities".....................................................................         Recitals
"Series B Global Note"...........................................................           2.1(b)
"Special Interest Payment Date"..................................................           2.13(a)
"Special Record Date"............................................................           2.13(o)
</TABLE>

          SECTION 1.3. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture security holder" means a Securityholder.

          "indenture to be qualified" means this Indenture.

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

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

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

          SECTION 1.4. Rules of Construction. Unless the context otherwise
requires:

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

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

          (3) "or" is not exclusive;

          (4) "including" means including without limitation;

          (5) words in the singular include the plural and words in the plural
     include the singular;
<PAGE>

                                                                              24

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

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

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

                                  ARTICLE II

                                 The Securities

          SECTION 2.1. Form, Dating and Terms. (a) The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited. The Initial Notes issued on the date hereof will be in
an aggregate principal amount of $300,000,000. In addition, the Company may
issue, from time to time in accordance with the provisions of this Indenture,
including, without limitation, Section 3.3 hereof, Additional Notes and Exchange
Notes. Furthermore, Securities may be authenticated and delivered upon
registration or transfer, or in lieu of, other Securities pursuant to Section
2.6, 2.9, 2.11 or 8.5 or in connection with an Offer pursuant to Section 3.7 or
a Change of Control Offer pursuant to Section 3.9.

          The Initial Notes shall be known and designated as "8% Senior Notes,
Series A, due 2009" of the Company.  Additional Notes issued as Restricted
Securities shall be known and designated as "8% Senior Notes, Series A, due
2009" of the Company. Additional Notes issued other than as Restricted
Securities shall be known and designated as "8% Senior Notes, Series B, due
2009" of the Company, and Exchange Notes shall be known and designated as "8%
Senior Notes, Series B, due 2009" of the Company.

          With respect to any Additional Notes, the Company shall set forth in a
Board Resolution and an Officer's Certificate, the following information:

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

          (ii) the issue price and the issue date of such Additional Notes; and

          (iii) whether such Additional Notes shall be Restricted Securities
     issued in the form of Exhibit A hereto and/or shall be issued in the form
     of Exhibit B hereto.

          The Initial Notes, the Additional Notes and the Exchange Notes shall
be considered collectively as a single class for all purposes of this Indenture.
Holders of the Initial Notes, the Additional Notes and the Exchange Notes will
vote and consent together on all
<PAGE>

                                                                              25

matters to which such Holders are entitled to vote or consent as one class, and
none of the Holders of the Initial Notes, the Additional Notes or the Exchange
Notes shall have the right to vote or consent as a separate class on any matter
to which such Holders are entitled to vote or consent.

          (b) The Initial Notes are being offered and sold by the Company
pursuant to a Purchase Agreement, dated October 17, 2001, between the Company,
J.P. Morgan Securities Inc. and Goldman, Sachs & Co. (the "Purchase Agreement").
The Initial Notes and any Additional Notes (if issued as Restricted Securities)
("Additional Restricted Securities") will be resold initially only to (A)
qualified institutional buyers (as defined in Rule 144A under the Securities Act
("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S.
Persons (as defined in Regulations S under the Securities Act ("Regulation S"))
in reliance on Regulation S. Such Initial Notes and Additional Restricted
Securities may thereafter be transferred to among others, QIBs, purchasers in
reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities
Act in accordance with the procedure described herein.

          Initial Notes offered and sold to the Initial Purchasers, and any
Additional Restricted Securities, subsequently resold to QIBs in the United
States of America in reliance on Rule 144A (the "Rule 144A Notes") will be
issued on the Issue Date in the form of a permanent global Security
substantially in the form of Exhibit A, which is hereby incorporated by
reference and made a part of this Indenture including appropriate legends as set
forth in (c) (the "Rule 144A Global Note"), deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Rule 144A Global Note may be
represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate.  The aggregate principal amount of the Rule 144A Global Note may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

          Initial Notes, and any Additional Restricted Securities, offered, sold
and resold outside the United States of America (the "Regulation S Notes") in
reliance on Regulation S shall be issued in the form of a permanent global
Security substantially in the form of Exhibit A including appropriate legends as
set forth in (c) (the "Regulation S Global Note") deposited with the Trustee, as
custodian for the Depositary, duly executed by the Company and authenticated by
the Trustee as hereinafter provided.  The Regulation S Global Note may be
represented by more than one certificate, if so required by the Depositary's
rules regarding the maximum principal amount to be represented by a single
certificate.  The aggregate principal amount of the Regulation S Global Note may
from time to time be increased or decreased by adjustments made on the records
of the Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

          Initial Notes, and any Additional Restricted Securities, resold after
an initial sale to QIBs in reliance on Rule 144 or an initial resale (the
"Institutional Accredited Investor Notes") in reliance on Regulation S to
institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3)
and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States
of America will be issued in the form of a permanent global Security
substantially in the
<PAGE>

                                                                              26

form of Exhibit A (the "Institutional Accredited Investor Global Note")
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
Institutional Accredited Investor Global Note may be represented by more than
one certificate, if so required by the Depositary's rules regarding the maximum
principal amount to be represented by a single certificate. The aggregate
principal amount of the Institutional Accredited Investor Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

          Exchange Notes exchanged for interests in the Rule 144A Note, the
Regulation S Note and the Institutional Accredited Investor Note will be issued
in the form of a permanent global Note substantially in the form of Exhibit B
hereto, which is hereby incorporated by reference and made a part of this
Indenture, deposited with the Trustee as hereinafter provided, including the
appropriate legend set forth in Section 2.1(c) hereof (the "Exchange Global
Note").  The Exchange Global Note may be represented by more than one
certificate, if so required by the Depositary's rules regarding the maximum
principal amount to be represented by a single certificate.

          Any Additional Notes issued other than as Restricted Securities will
be issued in the form of one or more permanent global Securities substantially
in the form of Exhibit B (each, a "Series B Global Note") deposited with the
Trustee, as custodian for the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  A Series B Global Note
may be represented by more than one certificate, if so required by the
Depositary's rules regarding the maximum principal amount to be represented by a
single certificate.  The aggregate principal amount of the Series B Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary or its nominee, as
hereinafter provided.

          The Rule 144A Global Note, the Regulation S Global Note, the Exchange
Global Note, the Institutional Accredited Investor Global Note, the Exchange
Global Note, and the Series B Global Notes are sometimes collectively herein
referred to as the "Global Securities."

          The principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Company maintained for such
purpose in The City of New York, or at such other office or agency of the
Company as may be maintained for such purpose pursuant to Section 2.3; provided,
however, that, at the option of the Company, each installment of interest may be
paid by (i) check mailed to addresses of the Persons entitled thereto as such
addresses shall appear on the Note Register or (ii) wire transfer or other
electronic funds transfer to an account located in the United States maintained
by the payee.

          The Private Exchange Securities shall be in the form of Exhibit A.
The Securities may have notations, legends or endorsements required by law,
stock exchange rule or usage, in addition to those set forth on Exhibits A and B
and in (d).  The Company and the Trustee shall approve the forms of the
Securities and any notation, endorsement or legend on them.  Each Security shall
be dated the date of its authentication.  The terms of the Securities set forth
in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the
extent applicable, the
<PAGE>

                                                                              27

Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to be bound by such terms.

          (c) Denominations. The Securities shall be issuable only in fully
     registered form, without coupons, and only in denominations of $1,000 and
     any integral multiple thereof.

          (d) Restrictive Legends.  Unless and until (i) an Initial Note or an
     Additional Note issued as a Restricted Security is sold under an effective
     registration statement or (ii) an Initial Note or an Additional Note issued
     as a Restricted Security is exchanged for an Exchange Note in connection
     with an effective registration statement, in each case pursuant to the
     Registration Rights Agreement, (A) such Rule 144A Global Note and the
     Institutional Accredited Investor Global Note shall bear the following
     legend (the "Private Placement Legend") on the face thereof:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
     OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
     PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
     REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
     SUCH REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN
     BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
     SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
     THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT 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
     SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY,
     (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE
     FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT
     REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
     144A UNDER THE SECURITIES ACT 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 THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
     S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
     ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT
     OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION
     INVOLVING A MINIMUM PRINCIPAL AMOUNT OF
<PAGE>

                                                                              28

     SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
     FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
     SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER 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 CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION
     OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
     THEM AND (ii) IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF
     TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
     COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL
     BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
     TERMINATION DATE."; and

          (B)  the Regulation S Global Note shall bear the following legend (the
"Regulation S Legend") on the face thereof:

     "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
     OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
     BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY
     ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S.
     PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
     ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
     REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), (2) BY ITS
     ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
     SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
     THAT 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 SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
     THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
     DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
     SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
     SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
     INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT 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 THAT OCCUR
     OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, (E) TO AN
     INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),
     (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR
     ITS OWN
<PAGE>

                                                                              29

     ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
     IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE
     SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
     FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
     SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER 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), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
     COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
     THEM AND (ii) IN THE CASE OF THE FOREGOING CLAUSE (E), A CERTIFICATE OF
     TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
     COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE.
     THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND
     INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO
     PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE
     DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS
     "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS
     GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.".

          The Global Securities, whether or not an Initial Note, shall bear the
following legend on the face thereof:

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

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

                                                                              30

          (e) Book-Entry Provisions. (i) This Section 2.1(d) shall apply only to
     Global Securities deposited with the Trustee, as custodian for the
     Depositary.

          (ii) Each Global Security initially shall (x) be registered in the
     name of the Depositary for such Global Security or the nominee of such
     Depositary, (y) be delivered to the Trustee as custodian for such
     Depositary and (z) bear legends as set forth in Section 2.1(c).

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

          (iv) In connection with any transfer of a portion of the beneficial
     interest in a Global Security pursuant to subsection (e) of this Section to
     beneficial owners who are required to hold Definitive Securities (as
     defined below), the Security Trustee shall reflect on its books and records
     the date and a decrease in the principal amount of such Global Security in
     an amount equal to the principal amount of the beneficial interest in the
     Global Security to be transferred, and the Company shall execute, and the
     Trustee shall authenticate and deliver, one or more Definitive Securities
     of like tenor and amount.

          (v) In connection with the transfer of an entire Global Security to
     beneficial owners pursuant to subsection (e) of this Section, such Global
     Security shall be deemed to be surrendered to the Trustee for cancellation,
     and the Company shall execute, and the Trustee shall authenticate and
     deliver, to each beneficial owner identified by the Depositary in exchange
     for its beneficial interest in such Global Security, an equal aggregate
     principal amount of Definitive Securities of authorized denominations.

          (vi) The registered holder of a Global Security may grant proxies and
     otherwise authorize any person, including Agent Members and persons that
     may hold interests through Agent Members, to take any action which a Holder
     is entitled to take under this Indenture or the Securities.

          (f) Definitive Securities. Except as provided below, owners of
     beneficial interests in Global Securities will not be entitled to receive
     certificated Securities ("Definitive Securities"). If required to do so
     pursuant to any applicable law or regulation, beneficial owners may obtain
     Definitive Securities in exchange for their beneficial interests in a
     Global Security upon written request in accordance with the Depositary's
     and the Registrar's procedures. In addition, Definitive Securities shall be
     transferred to all beneficial owners in exchange for their beneficial
     interests in a Global Security if (i) the Depositary notifies the Company
     that it is unwilling or unable to continue as Depositary for such Global
     Security or the Depositary ceases to be a clearing agency registered under
     the Exchange Act, at a time when the Depositary is
<PAGE>

                                                                              31

required to be so registered in order to act as Depositary, and in each case a
successor depositary is not appointed by the Company within 90 days of such
notice or, (ii) the Company executes and delivers to the Trustee and Registrar
an Officers' Certificate stating that such Global Security shall be so
exchangeable or (iii) an Event of Default has occurred and is continuing and the
Registrar has received a request from the Depositary.

          (g) Any Definitive Security delivered in exchange for an interest in a
Global Security pursuant to Section 2.1(d)(iv) and (v) shall, except as
otherwise provided by paragraph (c) of Section 2.6, bear the applicable legend
regarding transfer restrictions applicable to the Definitive Security set forth
in Section 2.1(c).

          (h) The registered holder of a Global Security may grant proxies and
otherwise authorize any person, including Agent Members and persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

          SECTION 2.2. Execution and Authentication. Two Officers shall sign the
Securities for the Company by manual or facsimile signature. If an Officer whose
signature is on a Security no longer holds that office at the time the Trustee
authenticates the Security, the Security shall be valid nevertheless.

          A Security shall not be valid until an authorized signatory of the
Trustee manually authenticates the Security.  The signature of the Trustee on a
Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture.

          At any time and from time to time after the execution and delivery of
this Indenture, the Trustee shall authenticate and make available for delivery:
(1) Initial Notes for original issue, (2) Additional Notes for original issue
and (3) Exchange Notes for issue only in a Registered Exchange Offer pursuant to
the Registration Rights Agreement, and only in exchange for Initial Notes or
Additional Notes, as the case may be, of an equal principal amount, in each case
upon a written order of the Company signed by two Officers or by an Officer and
either an Assistant Treasurer or an Assistant Secretary of the Company (the
"Company Order").  Such Company Order shall specify the amount of the Securities
to be authenticated and the date on which the original issue of Securities is to
be authenticated and whether the Securities are to be Initial Notes, Additional
Notes or Exchange Notes.

          The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Securities.  Unless
limited by the terms of such appointment, any such Authenticating Agent may
authenticate Securities whenever the Trustee may do so.  Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent.

          In case the Company or any Subsidiary Guarantor (if any), pursuant to
Article IV, shall be consolidated or merged with or into any other Person or
shall convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the successor Person resulting
from such consolidation, or surviving such merger, or into which the
<PAGE>

                                                                              32

Company or such Subsidiary Guarantor shall have been merged, or the Person which
shall have received a conveyance, transfer, lease or other disposition as
aforesaid, shall have executed an indenture supplemental hereto with the Trustee
pursuant to Article IV, any of the Securities authenticated or delivered prior
to such consolidation, merger, conveyance, transfer, lease or other disposition
may, from time to time, at the request of the successor Person, be exchanged for
other Securities executed in the name of the successor Person with such changes
in phraseology and form as may be appropriate, but otherwise in substance of
like tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Order of the successor Person, shall
authenticate and deliver Securities as specified in such order for the purpose
of such exchange. If Securities shall at any time be authenticated and delivered
in any new name of a successor Person pursuant to this Section 2.2 in exchange
or substitution for or upon registration of transfer of any Securities, such
successor Person, at the option of the Holders but without expense to them,
shall provide for the exchange of all Securities at the time outstanding for
Securities authenticated and delivered in such new name.

          SECTION 2.3. Registrar and Paying Agent. The Company shall maintain an
office or agency where Securities may be presented for registration of transfer
or for exchange (the "Registrar") and an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Company shall cause each of
the Registrar and the Paying Agent to maintain an office or agency in the
Borough of Manhattan, The City of New York. The Registrar shall keep a register
of the Securities and of their transfer and exchange (the "Note Register"). The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Paying Agent" includes any additional paying agent.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA.  The agreement shall implement the
provisions of this Indenture that relate to such agent.  The Company shall
notify the Trustee of the name and address of each such agent.  If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 6.7.
The Company or any of its domestically incorporated Wholly-Owned Subsidiaries
may act as Paying Agent, Registrar, co-registrar or transfer agent.

          The Company initially appoints the Trustee as Registrar and Paying
Agent for the Securities.

          SECTION 2.4. Paying Agent To Hold Money in Trust. By at least 10:00
a.m. (New York City time) on the date on which any principal of or interest on
any Security is due and payable, the Company shall deposit with the Paying Agent
a sum sufficient to pay such principal or interest when due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that such
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money held by such Paying Agent for the payment of principal of or
interest on the Securities and shall notify the Trustee of any default by the
Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
(other than the Trustee) to pay all money held by it to the Trustee and to
account for any funds disbursed by such Paying Agent. Upon
<PAGE>

                                                                              33

complying with this Section, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money delivered to the
Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect
to the Company, the Trustee shall serve as Paying Agent for the Securities.

          SECTION 2.5. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee, in writing at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders.

          SECTION 2.6. Transfer and Exchange.

          (a) The following provisions shall apply with respect to any proposed
transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior
to the date which is two years after the later of the date of original issue and
the last date on which the Company or any affiliate of the Company was the owner
of such Securities (or any predecessor thereto) (the "Resale Restriction
Termination Date"):

          (i) a transfer of a Rule 144A Note or an Institutional Accredited
     Investor Note or a beneficial interest therein to a QIB shall be made upon
     the representation of the transferee in the form as set forth on the
     reverse of the Security that it is purchasing the Security for its own
     account or an account with respect to which it exercises sole investment
     discretion and that it and any such account is a "qualified institutional
     buyer" within the meaning of Rule 144A, and is aware that the sale to it is
     being made in reliance on Rule 144A and acknowledges that it has received
     such information regarding the Company as it has requested pursuant to Rule
     144A or has determined not to request such information and that it is aware
     that the transferor is relying upon its foregoing representations in order
     to claim the exemption from registration provided by Rule 144A;

          (ii) a transfer of a Rule 144A Note or an Institutional Accredited
     Investor Note or a beneficial interest therein to an IAI shall be made upon
     receipt by the Trustee or its agent of a certificate substantially in the
     form set forth in Section 2.7 hereof from the proposed transferee and, if
     requested by the Company or the Trustee, the delivery of an opinion of
     counsel, certification and/or other information satisfactory to each of
     them; and

          (iii) a transfer of a Rule 144A Note or an Institutional Accredited
     Investor Note or a beneficial interest therein to a Non-U.S. Person shall
     be made upon receipt by the Trustee or its agent of a certificate
     substantially in the form set forth in Section 2.8 hereof from the proposed
     transferee and, if requested by the Company or the Trustee, the delivery of
     an opinion of counsel, certification and/or other information satisfactory
     to each of them.

          (b) The following provisions shall apply with respect to any proposed
transfer of a Regulation S Note prior to the expiration of the Restricted
Period:
<PAGE>

                                                                              34

          (i) a transfer of a Regulation S Note or a beneficial interest therein
     to a QIB shall be made upon the representation of the transferee, in the
     form of assignment on the reverse of the certificate, that it is purchasing
     the Security for its own account or an account with respect to which it
     exercises sole investment discretion and that it and any such account is a
     "qualified institutional buyer" within the meaning of Rule 144A, and is
     aware that the sale to it is being made in reliance on Rule 144A and
     acknowledges that it has received such information regarding the Company as
     the undersigned has requested pursuant to Rule 144A or has determined not
     to request such information and that it is aware that the transferor is
     relying upon its foregoing representations in order to claim the exemption
     from registration provided by Rule 144A;

          (ii) a transfer of a Regulation S Note or a beneficial interest
     therein to an IAI shall be made upon receipt by the Trustee or its agent of
     a certificate substantially in the form set forth in Section 2.7 hereof
     from the proposed transferee and, if requested by the Company or the
     Trustee, the delivery of an opinion of counsel, certification and/or other
     information satisfactory to each of them; and

          (iii) a transfer of a Regulation S Note or a beneficial interest
     therein to a Non-U.S. Person shall be made upon receipt by the Trustee or
     its agent of a certificate substantially in the form set forth in Section
     2.8 hereof from the proposed transferee and, if requested by the Company or
     the Trustee, receipt by the Trustee or its agent of an opinion of counsel,
     certification and/or other information satisfactory to each of them.

          After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred without requiring certification set forth
in Section 2.8 or any additional certification.

          (c) Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend. Upon the transfer, exchange or replacement of Securities bearing a
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear such Restricted Securities Legend unless there is delivered to the
Registrar an Opinion of Counsel to the effect that neither such legend nor the
related restrictions on transfer are required in order to maintain compliance
with the provisions of the Securities Act.

          (d) The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.1 or this Section
2.6. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

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

          (i) To permit registrations of transfers and exchanges, the Company
     shall, subject to the other terms and conditions of this Article II,
     execute and the Trustee shall authenticate Definitive Securities and Global
     Securities at the Registrar's or co-registrar's request.
<PAGE>

                                                                              35

          (ii) No service charge shall be made to a Holder for any registration
     of transfer or exchange, but the Company may require payment of a sum
     sufficient to cover any transfer tax, assessments, or similar governmental
     charge payable in connection therewith (other than any such transfer taxes,
     assessments or similar governmental charges payable upon exchange or
     transfer pursuant to Sections 3.7, 3.9 or 8.5).

          (iii) The Registrar or co-registrar shall not be required to register
     the transfer of or exchange of any Security for a period beginning (1) 15
     Business Days before the mailing of a notice of an offer to repurchase
     Securities and ending at the close of business on the day of such mailing
     or (2) 15 Business Days before an interest payment date and ending on such
     interest payment date.

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

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

          (f) No Obligation of the Trustee. (i) The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Security, a
member of, or a participant in, the Depositary or other Person with respect to
the accuracy of the records of the Depositary or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant, member,
beneficial owner or other Person (other than the Depositary) of any notice or
the payment of any amount or delivery of any Securities (or other security or
property) under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made to Holders
in respect of the Securities shall be given or made only to or upon the order of
the registered Holders (which shall be the Depositary or its nominee in the case
of a Global Security). The rights of beneficial owners in any Global Security
shall be exercised only through the Depositary subject to the applicable rules
and procedures of the Depositary. The Trustee may rely and shall be fully
protected in relying upon information furnished by the Depositary with respect
to its members, participants and any beneficial owners.

          (ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.
<PAGE>

                                                                              36

          SECTION 2.7. Form of Certificate to be Delivered in Connection with
Transfers to Institutional Accredited Investors.

                                              [Date]

Smithfield Foods, Inc.
c/o SunTrust Bank
25 Park Place
24th Floor
Atlanta, Georgia 30303-2900


Attention:  Corporate Trust Department  (mc 008)

Dear Sirs:

          This certificate is delivered to request a transfer of $
principal amount of the 8% Senior Notes due 2009 (the "Notes") of Smithfield
Foods, Inc. (the "Company").

          Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:

          Name: ___________________________________________________

          Address: ________________________________________________

          Taxpayer ID Number: _____________________________________

          The undersigned represents and warrants to you that:

          1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")) purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Notes, and we are acquiring the Notes not with a view to, or for offer or sale
in connection with, any distribution in violation of the Securities Act. We have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risk of our investment in the Notes and we invest
in or purchase securities similar to the Notes in the normal course of our
business. We and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

          2. We understand that the Notes have not been registered under the
Securities Act and, unless so registered, may not be sold except as permitted in
the following sentence. We agree on our own behalf and on behalf of any investor
account for which we are purchasing Notes to offer, sell or otherwise transfer
such Notes prior to the date that is two years after the later of the date of
original issue and the last date on which the Company or any affiliate of the
Company was the owner of such Notes (or any predecessor thereto) (the "Resale
Restriction Termination Date") only (a) to the Company, (b) pursuant to a
registration statement which has been declared effective under the Securities
Act ("Rule 144A"), (c) in a transaction
<PAGE>

                                                                              37

complying with the requirements of Rule 144A under the Securities Act, to a
person we reasonably believe is a qualified institutional buyer under Rule 144A
(a "QIB") that purchases for its own account or for the account of a QIB and to
whom notice is given that the transfer is being made in reliance on Rule 144A,
(d) pursuant to offers and sales that occur outside the United States within the
meaning of Regulation S under the Securities Act, (e) to an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act that is purchasing for its own account or for the
account of such an institutional "accredited investor," in each case in a
minimum principal amount of Notes of $250,000 or (f) pursuant to any other
available exemption from the registration requirements of the Securities Act,
subject in each of the foregoing cases to any requirement of law that the
disposition of our property or the property of such investor account or accounts
be at all times within our or their control and in compliance with any
applicable state securities laws. The foregoing restrictions on resale will not
apply subsequent to the Resale Restriction Termination Date. If any resale or
other transfer of the Notes is proposed to be made pursuant to clause (e) above
prior to the Resale Restriction Termination Date, the transferor shall deliver a
letter from the transferee substantially in the form of this letter to the
Company and the Trustee, which shall provide, among other things, that the
transferee is an institutional "accredited investor" (within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring
such Notes for investment purposes and not for distribution in violation of the
Securities Act. Each purchaser acknowledges that the Company and the Trustee
reserve the right prior to any offer, sale or other transfer prior to the Resale
Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to
require the delivery of an opinion of counsel, certifications and/or other
information satisfactory to the Company and the Trustee.

                              TRANSFEREE:_____________________

                              BY______________________________


          SECTION 2.8. Form of Certificate to be Delivered in Connection with
Transfers Pursuant to Regulation S.

                                              [Date]

Smithfield Foods, Inc.
c/o SunTrust Bank
25 Park Place
24th Floor
Atlanta, Georgia 30303-2900

Attention:  Corporate Trust Department (mc 008)

          Re:  Smithfield Foods, Inc.
               8% Senior Notes due 2009 (the "Securities")

Ladies and Gentlemen:
<PAGE>

                                                                              38

          In connection with our proposed sale of $________ aggregate principal
amount of the Securities, we confirm that such sale has been effected pursuant
to and in accordance with Regulation S under the United States Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

          (a) the offer of the Securities was not made to a person in the United
States;

          (b) either (i) at the time the buy order was originated, the
transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States or
(ii) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been pre-arranged with a buyer in the
United States;

          (c) no directed selling efforts have been made in the United States in
contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of
Regulation S, as applicable; and

          (d) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.

          In addition, if the sale is made during a restricted period and the
provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be.

          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.  Terms used in this certificate have the
meanings set forth in Regulation S.

Very truly yours,
[Name of Transferor]
By:____________________________     ______________________________
Authorized Signature                Signature Medallion Guaranteed

          SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Securities. If a
mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the Uniform Commercial Code are
met and the Holder satisfies any other reasonable requirements of the Trustee.
If required by the Trustee or the Company, such Holder shall furnish an
indemnity bond sufficient in the judgment of the Company and the Trustee to
protect the Company, the Trustee, the Paying Agent, the Registrar and any co-
registrar from any loss which any of them may suffer if a Security is replaced,
then, in the absence of notice to the Company, any Subsidiary Guarantor or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security,
<PAGE>

                                                                              39

a new Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) in connection
therewith.

          Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor and
any other obligor upon the Securities, whether or not the mutilated, destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

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

          SECTION 2.10. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding in the
event the Company or an Affiliate of the Company holds the Security except that
the Company or an Affiliate of the Company shall not obtain voting rights with
respect to such Security.

          If a Security is replaced pursuant to Section 2.9, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

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

          SECTION 2.11. Temporary Securities. Until Definitive Securities are
ready for delivery, the Company may prepare and the Trustee shall authenticate
temporary Securities. Temporary Securities shall be substantially in the form of
Definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate Definitive Securities. After
the preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at any office
<PAGE>

                                                                              40

or agency maintained by the Company for that purpose and such exchange shall be
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute, and the Trustee shall
authenticate and make available for delivery in exchange therefor, one or more
Definitive Securities representing an equal principal amount of Securities.
Until so exchanged, the Holder of temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as a holder of Definitive
Securities.

          SECTION 2.12. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
return to the Company all Securities surrendered for registration of transfer,
exchange, payment or cancellation and deliver a certificate of such cancellation
to the Company. The Company may not issue new Securities to replace Securities
it has paid or delivered to the Trustee for cancellation.

          SECTION 2.13. Payment of Interest; Defaulted Interest. Interest on any
Security which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the Person in whose name such Security
(or one or more predecessor Securities) is registered at the close of business
on the regular record date for such interest at the office or agency of the
Company maintained for such purpose pursuant to Section 2.3.

          Any interest on any Security which is payable, but is not paid when
the same becomes due and payable and such nonpayment continues for a period of
30 days shall forthwith cease to be payable to the Holder on the regular record
date by virtue of having been such Holder, and such defaulted interest and (to
the extent lawful) interest on such defaulted interest at the rate borne by the
Securities (such defaulted interest and interest thereon herein collectively
called "Defaulted Interest") shall be paid by the Company, at its election in
each case, as provided in clause (a) or (b) below:

          (a) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities (or their respective predecessor
     Securities) are registered at the close of business on a Special Record
     Date (as defined below) for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each Security and the date (not less than 30 days after such notice) of
     the proposed payment (the "Special Interest Payment Date"), and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a record date (the "Special Record Date") for the payment of such
     Defaulted Interest which shall be not more than 15 days and not less than
     10 days prior to the Special Interest Payment Date and not less than 10
     days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date, and in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date
<PAGE>

                                                                              41

     and Special Interest Payment Date therefor to be given in the manner
     provided for in Section 9.2, not less than 10 days prior to such Special
     Record Date. Notice of the proposed payment of such Defaulted Interest and
     the Special Record Date and Special Interest Payment Date therefor having
     been so given, such Defaulted Interest shall be paid on the Special
     Interest Payment Date to the Persons in whose names the Securities (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following clause (b).

          (b) The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities may be listed, and upon such
     notice as may be required by such exchange, if, after notice given by the
     Company to the Trustee of the proposed payment pursuant to this clause,
     such manner of payment shall be deemed practicable by the Trustee.

          Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

          SECTION 2.14. Computation of Interest. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

          SECTION 2.15. CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use). The Trustee shall not be
responsible for the use of CUSIP numbers, and the Trustee makes no
representation as to their correctness as printed on any Security or notice to
Securityholders.

                                  ARTICLE III

                                   Covenants

          SECTION 3.1. Payment of Securities. The Company shall promptly pay the
principal of and interest on the Securities on the dates and in the manner
provided in the Securities and in this Indenture. Principal and interest shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all
principal and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture.

          The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.
<PAGE>

                                                                              42

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

          SECTION 3.2. SEC Reports. Notwithstanding that the Company may not
remain subject to the reporting requirements of Section 13(a) or 15(d) of the
Exchange Act, the Company will file (if then permitted to do so) with the SEC
and provide (whether or not so filed with the SEC) the Trustee and
Securityholders and prospective Securityholders (upon request) within 15 days of
the date of filing with the SEC or, if not filed, on the date that such reports
would be required to be filed with the SEC if the Company was a reporting
company, with the annual reports and the information, documents and other
reports, which are specified in Sections 13 and 15(d) of the Exchange Act;
provided, however, that the Company shall provide one copy of the exhibits of
the foregoing to the Trustee and shall (upon request) provide additional copies
of such exhibits to any Securityholder or prospective Securityholder. The
Company shall also comply with the other provisions of TIA (S) 314(a).

          SECTION 3.3. Limitation on Indebtedness. (a) The Company will not, and
will not permit any Restricted Subsidiary to, Incur any Indebtedness (including
Acquired Indebtedness); provided, however, that the Company and its Restricted
Subsidiaries may Incur Indebtedness if on the date of the Incurrence of such
Indebtedness the Consolidated Coverage Ratio would be equal to or greater than
2.00:1.00.

          (b) Notwithstanding the foregoing paragraph (a), the Company and its
Restricted Subsidiaries may Incur the following Indebtedness:

          (i) (A) Indebtedness of the Company Incurred pursuant to the Revolving
     Credit Facility and (B) the Incurrence by a Receivables Entity of
     Indebtedness in a Qualified Receivables Transaction that is nonrecourse to
     the Company or any Subsidiary of the Company (except for Standard
     Securitization Undertakings) in an aggregate principal amount for
     Indebtedness Incurred under clauses (A) and (B) since the date of the 1998
     Indenture and outstanding at any one time, not to exceed the greater of (x)
     $400.0 million, less the aggregate amount of all repayments of principal
     actually made under the Revolving Credit Facility since the 1998 Issue Date
     with Net Available Cash from Asset Dispositions pursuant to clause
     (a)(iii)(A) of Section 3.7 and (y) the Borrowing Base;

          (ii) the incurrence by the Company of Indebtedness represented by the
     Securities;

          (iii) Indebtedness (A) of the Company to any Wholly-Owned Subsidiary
     and (B) of any Restricted Subsidiary to the Company or any other Wholly-
     Owned Subsidiary; provided, however, that any subsequent issuance or
     transfer of any Capital Stock or any other event that results in any such
     Wholly-Owned Subsidiary ceasing to be a Wholly-Owned Subsidiary or any
     other subsequent transfer of any such Indebtedness (except to the Company
     or a Wholly-Owned Subsidiary) will be deemed, in each case, an Incurrence
     of Indebtedness by the Company or such Restricted Subsidiary, as the case
     may be;
<PAGE>

                                                                              43

          (iv) any Indebtedness (other than the Indebtedness described in
     clauses (i) or (iii) above) outstanding on the date of the 1998 Indenture,
     including the 1998 Notes and the Senior Secured Notes then in existence and
     the Guarantees related thereto, and any Refinancing Indebtedness Incurred
     in respect of any Indebtedness described in this clause (iv) or paragraph
     (a);

          (v) Indebtedness represented by the Subsidiary Guarantees and
     Guarantees of Indebtedness Incurred pursuant to clause (i) above;

          (vi) Indebtedness in respect of performance, surety or appeal bonds
     provided in the ordinary course of business;

          (vii) Indebtedness under Hedging Obligations; provided, however, that
     such Hedging Obligations are entered into for bona fide hedging purposes of
     the Company or any Restricted Subsidiary in the ordinary course of
     business;

          (viii) Indebtedness (in addition to Indebtedness described in clauses
     (i), (iii) and (iv)) of the Company or any Restricted Subsidiary
     attributable to Capitalized Lease Obligations, or Incurred to finance the
     acquisition, construction or improvement of fixed or capital assets, or
     constituting Attributable Debt in respect of Sale/Leaseback Transactions,
     in an aggregate principal amount at any time outstanding, since the date of
     the 1998 Indenture, not in excess of $50.0 million;

          (ix) Indebtedness of a Restricted Subsidiary issued and outstanding on
     or prior to the date on which such Restricted Subsidiary was acquired by
     the Company (other than Indebtedness Incurred (A) as consideration in, or
     to provide all or any portion of the funds or credit support utilized to
     consummate, the transaction or series of related transactions pursuant to
     which such Restricted Subsidiary became a Restricted Subsidiary or was
     acquired by the Company or (B) otherwise in connection with, or in
     contemplation of, such acquisition) and any Refinancing Indebtedness with
     respect thereto; provided, however, that on the date of any such
     acquisition of a Restricted Subsidiary, the Company shall have been able to
     Incur at least an additional $1.00 of Indebtedness under paragraph (a)
     above after giving effect to such acquisition; and

          (x) Indebtedness (in addition to Indebtedness described in clauses
     (i)-(ix)) in a principal amount which, when taken together with the
     principal amount of all other Indebtedness Incurred pursuant to this clause
     (x) since the date of the 1998 Indenture and then outstanding, will not in
     the aggregate exceed $50.0 million.

          (c) Notwithstanding the foregoing, the Company will not Incur any
Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are
used, directly or indirectly, to refinance any Subordinated Indebtedness unless
such Indebtedness (i) will be subordinated to the Securities to at least the
same extent as such Subordinated Indebtedness and (ii) will not mature prior to
the Stated Maturity of the Indebtedness to be refinanced or refunded, and the
Average Life of such new Indebtedness is at least equal to the remaining Average
Life of the Indebtedness to be refinanced or refunded.
<PAGE>

                                                                              44

          (d) No Subsidiary Guarantor will incur any Indebtedness if the
proceeds thereof are used, directly or indirectly, to refinance any Guarantor
Subordinated Indebtedness of such Subsidiary Guarantor unless such Indebtedness
will be subordinated to the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated
Indebtedness.

          (e) The Company will not permit any Unrestricted Subsidiary to Incur
any Indebtedness other than Non-Recourse Indebtedness; provided, however, if any
such Indebtedness ceases to be Non-Recourse Indebtedness, such event shall be
deemed to constitute an Incurrence of Indebtedness by the Company or a
Restricted Subsidiary.

          (f) For purposes of determining compliance with this Section 3.3, in
the event that an item of Indebtedness meets the criteria of more than one of
the types of Indebtedness described in the above clauses, the Company, in its
sole discretion, shall classify such item of Indebtedness at the time of
Incurrence and only be required to include the amount and type of such
Indebtedness in one of such clauses.

          (g) For purposes of determining compliance with any U.S. dollar-
denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-
equivalent principal amount of Indebtedness denominated in a foreign currency
shall be calculated based on the relevant currency exchange rate in effect on
the date such Indebtedness was Incurred, in the case of term Indebtedness, or
first committed, in the case of revolving credit Indebtedness; provided that if
such Indebtedness is Incurred to refinance other Indebtedness denominated in a
foreign currency, and such refinancing would cause the applicable U.S. dollar-
dominated restriction to be exceeded if calculated at the relevant currency
exchange rate in effect on the date of such refinancing, such U.S. dollar-
dominated restriction shall be deemed not to have been exceeded so long as the
principal amount of such refinancing Indebtedness does not exceed the principal
amount of such Indebtedness being refinanced. Notwithstanding any other
provision of this Section 3.3, the maximum amount of Indebtedness that the
Company may Incur pursuant to this Section 3.3 shall not be deemed to be
exceeded solely as a result of fluctuations in the exchange rate of currencies.
The principal amount of any Indebtedness incurred to refinance other
Indebtedness, if Incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable
to the currencies in which such Refinancing Indebtedness is denominated that is
in effect on the date of such refinancing.

          SECTION 3.4. Limitation on Restricted Payments. (a) The Company will
not, and will not permit any Restricted Subsidiary, directly or indirectly, to
(i) declare or pay any dividend or make any distribution on or in respect of its
Capital Stock (including any payment in connection with any merger or
consolidation involving the Company) except (x) dividends or distributions
payable solely in its Capital Stock (other than Disqualified Stock) and (y)
dividends or distributions payable to the Company or any of its Subsidiaries
(and, if such Subsidiary is not directly or indirectly owned 100% by the
Company, to its other stockholders on a pro rata basis), (ii) purchase, redeem,
retire or otherwise acquire for value any Capital Stock of the Company or any
Restricted Subsidiary held by Persons other than the Company or any of its
Subsidiaries, (iii) purchase, repurchase, redeem, prepay interest, defease or
otherwise acquire or retire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment, any Subordinated Indebtedness or
Guarantor Subordinated Indebtedness (other than the purchase,
<PAGE>

                                                                              45

repurchase or other acquisition of Subordinated Indebtedness or Guarantor
Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund
obligation, principal installment or final maturity, in each case due within one
year of the date of purchase, repurchase or acquisition) or (iv) make any
Restricted Investment in any Person (any such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Investment
referred to in clauses (i) through (iv) being herein referred to as a
"Restricted Payment"), if at the time the Company or such Restricted Subsidiary
makes such Restricted Payment: (1) a Default shall have occurred and be
continuing (or would result therefrom); (2) the Company could not Incur at least
an additional $1.00 of Indebtedness under paragraph (a) of Section 3.3; or (3)
the aggregate amount of such Restricted Payment and all other Restricted
Payments (the amount so expended, if other than in cash, to be determined in
good faith by the Company's Board of Directors, whose determination shall be
conclusive and evidenced by a resolution of the Company's Board of Directors)
declared or made subsequent to the date of the 1998 Indenture would exceed the
sum of: (A) 50% of the Consolidated Net Income accrued during the period
(treated as one accounting period) commencing on the 1998 Issue Date to the end
of the most recent fiscal quarter ending prior to the date of such Restricted
Payment as to which financial results are available (but in no event ending more
than 135 days prior to the date of such Restricted Payment) (or, in case such
Consolidated Net Income shall be a deficit, minus 100% of such deficit); (B) the
aggregate Net Cash Proceeds received by the Company from the issuance or sale of
its Capital Stock (other than Disqualified Stock) or other cash capital
contributions subsequent to the 1998 Issue Date (other than an issuance or sale
to a Subsidiary of the Company and other than an issuance or sale to an employee
stock ownership plan or other trust established by the Company or any of its
Subsidiaries for the benefit of their employees to the extent the purchase by
such plan or trust is financed by Indebtedness of such plan or trust and for
which the Company or any Restricted Subsidiary is the lender or is liable as
guarantor or otherwise); (C) the sum of (i) the amount by which Indebtedness of
the Company is reduced on the Company's balance sheet upon the conversion or
exchange (other than by a Subsidiary of the Company) subsequent to the 1998
Issue Date, of any Indebtedness of the Company or its Restricted Subsidiaries
convertible or exchangeable for Capital Stock (other than Disqualified Stock) of
the Company (less the amount of any cash or other property (other than Capital
Stock) distributed by the Company upon such conversion or exchange) and (ii) the
aggregate Net Cash Proceeds received by the Company (less any contingent amounts
that the Company may be required to refund or return) upon the conversion or
exchange (other than by a Subsidiary of the Company) subsequent to the 1998
Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries
convertible or exchangeable for Capital Stock (other than Disqualified Stock);
(D) the amount equal to the net reduction in Investments since the 1998 Issue
Date in Unrestricted Subsidiaries resulting from (i) repayments of loans or
advances or other transfers of assets to the Company or any Restricted
Subsidiary from Unrestricted Subsidiaries or (ii) the redesignation of
Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as
provided in the definition of "Investment") not to exceed, in the case of any
Unrestricted Subsidiary, the amount of Investments previously made by the
Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which
amount was treated as a Restricted Payment (and, with respect to clauses (i) and
(ii), without duplication of any amounts included in Consolidated Net Income);
and (E) to the extent that any Restricted Investment that was made after the
1998 Issue Date is sold for cash or otherwise liquidated or repaid for cash, the
lesser of
<PAGE>

                                                                              46

(A) the net proceeds of such sale, liquidation or repayment and (B)
the net book value of such Restricted Investment.

          (b) So long as there is no Default or Event of Default continuing, the
provisions of the foregoing paragraph (a) will not prohibit: (i) any purchase,
defeasance or redemption of Capital Stock or Subordinated Indebtedness of the
Company made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Capital Stock of the Company (other than Disqualified Stock
and other than Capital Stock issued or sold to a Subsidiary of the Company or an
employee stock ownership plan or other trust established by the Company or any
of its Subsidiaries for the benefit of their employees to the extent the
purchase by such plan or trust is financed by Indebtedness by such plan or trust
and for which the Company or any Restricted Subsidiary is the lender or is
liable as a guarantor or otherwise); provided, however, that (A) such purchase,
defeasance or redemption shall be excluded in subsequent calculations of the
amount of Restricted Payments and (B) the Net Cash Proceeds from such sale of
Capital Stock shall be excluded in calculations under clause (3) (B) of Section
3.4(a); (ii) any purchase, defeasance or redemption of Subordinated Indebtedness
made by exchange for, or out of the proceeds of the substantially concurrent
sale of, Subordinated Indebtedness of the Company that is Refinancing
Indebtedness; provided, however, that (A) such Indebtedness is subordinated to
the Securities at least to the same extent as such Subordinated Indebtedness so
purchased or redeemed and (B) such purchase, defeasance or redemption shall be
excluded in subsequent calculations of the amount of Restricted Payments; (iii)
the repurchase, redemption or other acquisition or retirement for value of
Subordinated Indebtedness of the Company or Guarantor Subordinated Indebtedness
of any of its Restricted Subsidiaries pursuant to a "change of control" or
"asset sale" covenant set forth in the Indenture pursuant to which the same is
issued and such "change of control" and "asset sale" covenants are substantially
identical in all material respects to the comparable provisions included in the
Indenture; provided that such repurchase, redemption or other acquisition or
retirement for value shall only be permitted if all of the terms and conditions
in such provisions have been complied with and such repurchases, redemptions or
other acquisitions or retirements for value are made in accordance with such
indenture pursuant to which the same is issued and provided further that the
Company has repurchased all Securities required to be repurchased by the Company
pursuant to the terms and conditions described in Section 3.7 or 3.9, as the
case may be, prior to the repurchase, redemption or other acquisition or
retirement for value of such Subordinated Indebtedness or Guarantor Subordinated
Indebtedness pursuant to the "change of control" or "asset sale" covenant
included in such indenture; provided that such repurchase, redemption or other
acquisition shall be excluded in subsequent calculations of the amount of
Restricted Payments; (iv) dividends paid within 60 days after the date of
declaration thereof if at such date of declaration such dividend would have
complied with the requirements of Section 3.4(a); provided, however, that such
dividend shall be included in subsequent calculations of the amount of
Restricted Payments; (v) any repurchase of an Equity Interest deemed to occur
upon exercise of stock options if such Equity Interests represent a portion of
the exercise price of such options; or (vi) Permitted Employee Payments in an
aggregate amount not in excess of $5.0 million since the 1998 Issue Date;
provided, however, that such payments shall be included in the calculation of
Restricted Payments.

          SECTION 3.5. Limitation on Sale/Leaseback Transactions. The Company
will not, and will not permit any of its Restricted Subsidiaries to, enter into
any Sale/Leaseback
<PAGE>

                                                                              47

Transaction unless: (i) the Company or such Restricted Subsidiary, as the case
may be, receives consideration at the time of such Sale/Leaseback Transaction at
least equal to the fair market value (as evidenced by a resolution of the Board
of Directors of the Company) of the property subject to such transaction; (ii)
the Company or such Restricted Subsidiary could have Incurred Indebtedness in an
amount equal to the Attributable Debt in respect of such Sale/Leaseback
Transaction pursuant to Section 3.3; (iii) the Company or such Restricted
Subsidiary would be permitted to create a Lien on the property subject to such
Sale/Leaseback Transaction without securing the Securities pursuant to Section
3.11; and (iv) the Sale/Leaseback Transaction is treated as an Asset Disposition
and all of the conditions of the Indenture described in Section 3.7 (including
the provisions concerning the application of Net Available Cash) are satisfied
with respect to such Sale/Leaseback Transaction, treating all of the
consideration received in such Sale/Leaseback Transaction as Net Available Cash
for purposes of such covenant.

          SECTION 3.6. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company will not, and will not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (i) pay dividends or make any other distributions on
its Capital Stock or pay any Indebtedness or other obligations owed to the
Company or any other Restricted Subsidiary, (ii) make any loans or advances to
the Company or any other Restricted Subsidiary or (iii) transfer any of its
property or assets to the Company or any other Restricted Subsidiary; except:
(a) any encumbrance or restriction pursuant to an agreement in effect at or
entered into on the 1998 Issue Date, including pursuant to this Indenture, the
Revolving Credit Facility and the Senior Secured Notes then in existence; (b)
any encumbrance or restriction with respect to a Restricted Subsidiary pursuant
to an agreement relating to any Indebtedness Incurred by such Restricted
Subsidiary prior to the date on which such Restricted Subsidiary was acquired by
the Company (other than Indebtedness Incurred as consideration in, or to provide
all or any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was acquired by the Company) and
outstanding on such date; (c) any encumbrance or restriction with respect to a
Restricted Subsidiary pursuant to an agreement effecting a refinancing of
Indebtedness Incurred pursuant to an agreement referred to in the preceding
clauses (a) or (b) or this clause (c) or contained in any amendment to an
agreement referred to in the preceding clauses (a) or (b) or this clause (c);
provided, however, that the encumbrances and restrictions contained in any such
refinancing agreement or amendment are no less favorable to the Holders of the
Securities taken as a whole, than the original encumbrances and restrictions
contained in such agreements; (d) in the case of clause (iii) of this Section
3.6, any encumbrance or restriction (A) that restricts in a customary manner the
subletting, assignment or transfer of any property or asset that is subject to a
lease, license or similar contract, (B) by virtue of any transfer of, agreement
to transfer, option or right with respect to, any property or assets of the
Company or any Restricted Subsidiary not otherwise prohibited by this Indenture,
(C) contained in security agreements securing Indebtedness of a Restricted
Subsidiary to the extent such encumbrance or restrictions restrict the transfer
of the property subject to such security agreements and (D) ordinary course
provisions restricting the assignability of contracts; (e) any restriction with
respect to the Company or a Restricted Subsidiary imposed pursuant to an
agreement entered into for the sale or disposition of all or substantially all
the Capital Stock or assets of the Company or such Restricted Subsidiary pending
the closing of such sale or disposition; (f)
<PAGE>

                                                                              48

restrictions created in connection with a Qualified Receivables Transaction
that, in the good faith determination of the Board of Directors, are necessary
to effect such Qualified Receivables Transaction; provided that such
restrictions apply only to such Receivables Entity; and (g) any restriction by
operation of applicable law.

          SECTION 3.7. Limitation on Sales of Assets and Subsidiary Stock. (a)
The Company will not, and will not permit any Restricted Subsidiary to, make any
Asset Disposition unless (i) the Company or such Restricted Subsidiary receives
consideration (including by way of relief from, or by any other Person assuming
sole responsibility for, any liabilities, contingent or otherwise) at the time
of such Asset Disposition at least equal to the fair market value of the shares
and assets subject to such Asset Disposition (as determined in good faith by the
management of the Company, or if such Asset Disposition involves consideration
in excess of $20.0 million, by a resolution of the Board of Directors set forth
in an Officers' Certificate delivered to the Trustee), (ii) at least 75% of the
consideration thereof received by the Company or such Restricted Subsidiary is
in the form of cash and/or Cash Equivalents (except such requirement of cash
and/or Cash Equivalents shall not apply to any property, plant, equipment or
other facility closed and designated as unused, idle or obsolete by either
Senior Management or by resolution of the Board of Directors, and in either case
set forth in an Officers' Certificate delivered to the Trustee) and (iii) an
amount equal to 100% of the Net Available Cash from such Asset Disposition is
applied by the Company (or such Restricted Subsidiary, as the case may be) as
follows: (A) first, to the extent the Company or such Restricted Subsidiary
elects (or is required by the terms of any Indebtedness), to prepay, repay or
purchase Indebtedness (other than Disqualified Stock or Subordinated
Indebtedness) (and to correspondingly reduce commitments with respect thereto)
within 365 days after the date of such Asset Disposition; (B) second, to the
extent of the balance of Net Available Cash after application in accordance with
clause (A), to the extent the Company or such Restricted Subsidiary elects, to
reinvest in Additional Assets (including by means of an Investment in Additional
Assets by a Restricted Subsidiary with Net Available Cash received by the
Company or another Restricted Subsidiary) within 365 days from the date of such
Asset Disposition; (C) third, to the extent of the balance of such Net Available
Cash after application in accordance with clauses (A) and (B), to make an offer
to purchase Securities and Pari Passu Indebtedness with similar asset sale
provisions, pro rata at 100% of the tendered principal amount thereof (or 100%
of the accreted value of such other Pari Passu Indebtedness so tendered, if such
Pari Passu Indebtedness was offered at a discount) plus accrued and unpaid
interest, if any, thereon to the purchase date and (D) fourth, to the extent of
the balance of such Net Available Cash after application in accordance with
clauses (A), (B) and (C) above, to fund (to the extent consistent with any other
applicable provision of the Indenture or the 1998 Indenture) any corporate
purpose; provided, however, that in connection with any prepayment, repayment or
purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or
such Restricted Subsidiary will retire such Indebtedness and will cause the
related loan commitment (if any) to be permanently reduced in an amount equal to
the principal amount so prepaid, repaid or purchased. Notwithstanding the
foregoing provisions of this Section 3.7, the Company and the Restricted
Subsidiaries shall not be required to apply any Net Available Cash in accordance
with this covenant except to the extent that the aggregate Net Available Cash
from all Asset Dispositions that is not yet applied in accordance with this
Section 3.7 at any time exceeds $10.0 million.
<PAGE>

                                                                              49

          For the purposes of this Section 3.7, the following will be deemed to
be cash: (x) the assumption of Indebtedness of the Company (other than
Disqualified Stock or Subordinated Indebtedness of the Company) or any
Restricted Subsidiary and the release of the Company or such Restricted
Subsidiary from all liability on such Indebtedness in connection with such Asset
Disposition and (y) securities received by the Company or any Restricted
Subsidiary from the transferee that are converted within 30 days by the Company
or such Restricted Subsidiary into cash.  Upon the completion of the application
of the Net Available Cash from any Asset Disposition pursuant to this paragraph
(a), the amount of Net Available Cash attributable to such Asset Disposition
shall be deemed to be zero.

          (b) In the event of an Asset Disposition that requires the purchase of
Securities pursuant to Section 3.7(a)(iii)(C), the Company will be required to
apply such Excess Proceeds (as defined below) to the repayment of the Securities
and any other Pari Passu Indebtedness outstanding with similar provisions
requiring the Company to make an offer to purchase such Indebtedness with the
proceeds from any Asset Disposition as follows: (A) the Company will make an
offer to purchase (an "Offer") within ten days of such time from all holders of
the Securities in accordance with the procedures set forth in this Indenture in
the maximum principal amount (expressed as a multiple of $1,000) of Securities
that may be purchased out of an amount (the "Note Amount") equal to the product
of such Excess Proceeds multiplied by a fraction, the numerator of which is the
outstanding principal amount of the Securities and the denominator of which is
the sum of the outstanding principal amount of the Securities and such Pari
Passu Indebtedness and (B) to the extent required by such Pari Passu
Indebtedness to permanently reduce the principal amount of such Pari Passu
Indebtedness, the Company will make an offer to purchase or otherwise repurchase
or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount equal to
the excess of the Excess Proceeds over the Note Amount at a purchase price of
100% of their principal amount plus accrued and unpaid interest (or 100% of the
accreted value of such Pari Passu Indebtedness, if such Pari Passu Indebtedness
was offered at a discount) to the purchase date in accordance with the
procedures (including prorating in the event of oversubscription) set forth in
this Indenture with respect to the Offer and in the documentation governing such
Pari Passu Indebtedness with respect to the Pari Passu Offer. If the aggregate
purchase price of the Securities tendered pursuant to the Offer and Pari Passu
Offer is less than the Excess Proceeds, the remaining Excess Proceeds will be
available to the Company for use in accordance with clause (a)(iii)(D) above.
The Company shall not be required to make an Offer for Securities pursuant to
this Section 3.7 if the Net Available Cash available therefor (after application
of the proceeds as provided in clauses (a)(iii)(A) and (a)(iii)(B)) above
("Excess Proceeds") is less than $10.0 million (which lesser amounts shall be
carried forward for purposes of determining whether an Offer is required with
respect to the Net Available Cash from any subsequent Asset Disposition).

          (c) (1) Promptly, and in any event within 10 days after the Company is
required to make an Offer, the Company will deliver to the Trustee and send, by
first-class mail to each Holder, a written notice stating that the Holder may
elect to have his Securities purchased by the Company either in whole or in part
(subject to prorating as hereinafter described in the event the Offer is
oversubscribed) in integral multiples of $1,000 of principal amount, at the
applicable purchase price. The notice shall specify a purchase date not less
than 30 days nor more than 60 days after the date of such notice (the "Purchase
Date").
<PAGE>

                                                                              50

          (2) Not later than the date upon which such written notice of an Offer
is delivered to the Trustee and the Holders, the Company will deliver to the
Trustee an Officers' Certificate setting forth (i) the amount of the Offer (the
"Offer Amount"), (ii) the allocation of the Net Available Cash from the Asset
Dispositions as a result of which such Offer is being made and (iii) the
compliance of such allocation with the provisions of Section 3.7(a). Upon the
expiration of the period (the "Offer Period") for which the Offer remains open,
the Company shall deliver to the Trustee for cancellation the Securities or
portions thereof which have been properly tendered to and are to be accepted by
the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to
each tendering Holder in the amount of the purchase price of the Securities
tendered by such Holder to the extent such funds are available to the Trustee.

          (3) Holders electing to have a Security purchased will be required to
surrender the Security, with an appropriate form duly completed, to the Company
at the address specified in the notice prior to the expiration of the Offer
Period. Each Holder will be entitled to withdraw its election if the Trustee or
the Company receives, not later than one Business Day prior to the expiration of
the Offer Period, a facsimile transmission or overnight mail from such Holder
setting forth the name of such Holder, the principal amount of the Security or
Securities which were delivered for purchase by such Holder and a statement that
such Holder is withdrawing his election to have such Security or Securities
purchased. If at the expiration of the Offer Period the aggregate principal
amount of Securities surrendered by Holders exceeds the Offer Amount, the
Company shall select the Securities to be purchased on a pro rata basis (with
such adjustments as may be deemed appropriate by the Company so that only
Securities in denominations of $1,000, or integral multiples thereof, shall be
purchased). Holders whose Securities are purchased only in part will be issued
new Securities equal in principal amount to the unpurchased portion of the
Securities surrendered.

          (d) The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section 3.7. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.7, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Indenture by virtue thereof.

           SECTION 3.8. Limitation on Transactions with Affiliates. (a) The
Company shall not, and shall not permit any Restricted Subsidiary to, directly
or indirectly, enter into or conduct any transaction or series of transactions
(including the purchase, sale, lease or exchange of any property or assets or
the rendering of any service or the making of any Investment) with any Affiliate
of the Company (an "Affiliate Transaction") on terms: (i) that are less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
those that could be obtained at the time of such transaction in arm's-length
dealings with a Person who is not an Affiliate and (ii) that, in the event such
Affiliate Transaction involves an aggregate amount in excess of $10.0 million,
are not in writing and have not been approved or negotiated and entered into on
behalf of the Company or such Restricted Subsidiary by Senior Management acting
pursuant to authorizing resolutions adopted by a majority of the members of the
Board of Directors or by a majority of the members of the Board of Directors
having no personal stake in such Affiliate Transaction (and such majority or
majorities, as the case may be, determines that such Affiliate
<PAGE>

                                                                              51

Transaction satisfies the criteria in clause (i) above). Any Affiliate
Transaction involving aggregate payments or other transfers by the Company and
its Restricted Subsidiaries in excess of $20.0 million will also require an
opinion from an independent investment banking firm or appraiser, as
appropriate, of national prominence, to the effect that the terms of such
transaction are either (i) no less favorable to the Company or such Restricted
Subsidiary, as the case may be, than those that could be obtained at the time of
such transaction in arm's-length dealings with a Person who is not an Affiliate
or (ii) fair to the Company or such Restricted Subsidiary, as the case may be,
from a financial point of view.

          (b) The provisions of Section 3.8(a) shall not prohibit (i) any
Restricted Payment or Permitted Investment permitted to be made pursuant to
Section 3.4, (ii) the performance of the Company's or Restricted Subsidiary's
obligations under any collective bargaining agreement, employee benefit plan,
related trust agreement or any other similar arrangement heretofore or hereafter
entered into in the ordinary course of business, (iii) payment of reasonable
fees and compensation to employees, officers or directors as determined in good
faith by the Company's Board of Directors or Senior Management (including
indemnification to the fullest extent permitted by applicable law, directors'
and officers' insurance and similar arrangements, employment contracts, non-
competition and confidentiality agreements and similar instruments or payments)
entered into in the ordinary course of business, (iv) maintenance in the
ordinary course of business of reasonable benefit programs or arrangements for
employees, officers or directors, including vacation plans, health and life
insurance plans, SERPs, split-dollar life insurance plans, deferred compensation
plans, and retirement or savings plans and similar plans as determined in good
faith by the Company's Board of Directors or Senior Management, (v) any
transaction between the Company and a Wholly-Owned Subsidiary or between Wholly-
Owned Subsidiaries, (vi) transactions effected as part of a Qualified
Receivables Transaction, (vii) any issuance by the Company of Capital Stock
(other than Disqualified Stock) or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment arrangements,
stock options and stock ownership plans to the extent reasonable, as determined
in good faith by the Company's Board of Directors in the ordinary course of
business, and loans or advances to employees in the ordinary course of business
of the Company or its Restricted Subsidiaries consistent with past practices,
(viii) transactions with customers, suppliers, or purchasers or sellers of goods
or services, in each case, in the ordinary course of business and otherwise in
compliance with the terms of this Indenture which are fair to the Company or the
Restricted Subsidiaries or are on terms at least as favorable as might
reasonably have been obtained at such time from an unaffiliated third party, in
the reasonable determination of the Board of Directors of the Company or the
Senior Management thereof, and (ix) any agreement as in effect on the 1998 Issue
Date or any amendment thereto (so long as any such amendment is not
disadvantageous to the holders of the Securities in any material respect).

          SECTION 3.9. Change of Control. (a) Upon the occurrence of a Change of
Control, each Holder shall have the right to require the Company to repurchase
all or any part of such Holder's Securities at a purchase price in cash equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of repurchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).
<PAGE>

                                                                              52

          (b) In the event that at the time of such Change of Control the terms
of any Indebtedness restrict or prohibit the repurchase of Securities pursuant
to Section 3.9(a), prior to the mailing of the notice to Holders provided for in
Section 3.9(c) but in any event within 30 days following any Change of Control,
the Company shall either (i) repay in full all Indebtedness or offer to repay in
full all such Indebtedness and repay the Indebtedness of each lender who has
accepted such offer or (ii) obtain the requisite consent under the agreements
governing such Indebtedness to permit the repurchase of the Securities as
provided for in Section 3.9(c). The Company will first comply with the preceding
sentence of this Section 3.9(b) before the Company will be required to make the
Change of Control Offer or to purchase the Securities pursuant to this Section
3.9; provided, that compliance with this clause (b) will not extend the time
periods set forth in Section 3.9(c) for the Company to make an offer to
repurchase the Securities in connection with a Change of Control.

          (c) Subject to the provisions of Section 3.9(b), within 30 days
     following any Change of Control, the Company shall mail a notice (the
     "Change of Control Offer") to each Holder with a copy to the Trustee
     stating:

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

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

          (3) the repurchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed) (the "Change of
     Control Payment Date");

          (4) that any Security not tendered will continue to accrue interest
     pursuant to its terms;

          (5) that, unless the Company defaults in the payment of the purchase
     price, any Security accepted for payment pursuant to the Change of Control
     Offer shall cease to accrue interest on and after the Change of Control
     Payment Date; and

          (6) the instructions determined by the Company, consistent with this
     Section 3.9, that a Holder must follow in order to have its Securities
     purchased or to cancel such order of purchase.

          (d) Holders electing to have a Security purchased will be required to
surrender the Security, with an appropriate form duly completed, to the Company
at the address specified in the notice at least three Business Days prior to the
purchase date. Each Holder will be entitled to withdraw its election if the
Company receives, not later than one Business Day prior to the purchase date, a
telegram, telex, facsimile transmission or letter from such Holder setting forth
the name of such Holder, the principal amount of the Security or Securities
which were delivered
<PAGE>

                                                                              53

for purchase by such Holder and a statement that such Holder is withdrawing his
election to have such Security or Securities purchased.

          (e) On or before the Change of Control Payment Date, the Company
shall: (i) accept for payment Securities or portions thereof tendered pursuant
to the Change of Control Offer, (ii) deposit with the Paying Agent money
sufficient to pay the purchase price of all Securities or portions thereof so
accepted and (iii) deliver, or cause to be delivered, to the Trustee, all
Securities or portions thereof so accepted together with an Officers'
Certificate specifying the Securities or portions thereof accepted for payment
by the Company. The Paying Agent shall promptly mail, to the Holders of
Securities so accepted, payment in an amount equal to the purchase price, and
the Trustee shall promptly authenticate and mail to such Holders a new Security
equal in principal amount to any unpurchased portion of the Securities
surrendered; provided that each Security purchased and each new Security issued
shall be in a principal amount of $1,000 or integral multiples thereof.

          (f) 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.

          (g) The Company will comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section 3.9. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 3.9, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Indenture by virtue thereof.

          SECTION 3.10. Limitation on the Sale or Issuance of Capital Stock of
Restricted Subsidiaries. The Company (i) will not, and will not permit any
Restricted Subsidiary to, transfer, convey, lease, sell or otherwise dispose of
any shares of Capital Stock of a Restricted Subsidiary to any Person (other than
to the Company or a Wholly-Owned Subsidiary) and (ii) will not permit any
Restricted Subsidiary, directly or indirectly, to issue or sell any shares of
its Capital Stock (other than directors' qualifying shares) to any Person (other
than to the Company or a Wholly-Owned Subsidiary); provided, however, that (i)
the Company is permitted to sell all the Capital Stock of a Restricted
Subsidiary as long as the Company is in compliance with the terms of Section 3.7
and (ii) the Company is permitted to sell less than all of the Capital Stock of
a Restricted Subsidiary if (A) immediately after giving effect to such sale such
Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any
Investment in such Person remaining after giving effect to such sale would have
been permitted to be made under Section 3.4 if made on the date of such issuance
or sale and (B) the Company is in compliance with the terms of Section 3.7.

          SECTION 3.11. Limitation on Liens. (a) The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly create,
incur, assume or suffer to exist any Lien (other than Permitted Liens) that
secures obligations under any Indebtedness on any asset or property of the
Company or such Restricted Subsidiary, including any Guarantee of such
Restricted Subsidiary, or any income or profits therefrom, or assign or convey
any right to receive income therefrom, unless the Securities are equally and
ratably secured with the
<PAGE>

                                                                              54

obligations so secured (or senior to, in the event the Lien relates to
Subordinated Indebtedness) or until such time as such obligations are no longer
secured by a Lien.

          (b) The Company will not permit any Subsidiary Guarantor to directly
or indirectly create, incur, assume or suffer to exist any Lien (other than
Permitted Liens) that secures obligations under any Indebtedness of such
Subsidiary Guarantor on any asset or property of such Subsidiary Guarantor or
any income or profits therefrom, or assign or convey any right to receive income
therefrom, unless the Subsidiary Guarantee of such Subsidiary Guarantor is
equally and ratably secured with the obligations so secured (or senior to, in
the event the Lien relates to Guarantor Subordinated Indebtedness) or until such
time as such obligations are no longer secured by a Lien.

          (c) Notwithstanding the foregoing, Liens on assets transferred to a
Receivables Entity or on assets of a Receivables Entity incurred in connection
with a Qualified Receivables Transaction will not require such equal and ratable
security.

          SECTION 3.12. Limitation on Issuances of Guarantees of Indebtedness by
Restricted Subsidiaries. (a) The Company will not permit any Restricted
Subsidiary to Guarantee the payment of any Indebtedness of the Company or any
Indebtedness of any other Restricted Subsidiary unless (i) such Restricted
Subsidiary simultaneously executes and delivers a supplemental indenture to the
Indenture providing for a Guarantee of payment of the Securities by such
Restricted Subsidiary (a "Subsidiary Guarantee") except that with respect to a
guarantee of Indebtedness of the Company if such Indebtedness is by its express
terms subordinated in right of payment to the Securities, any such Guarantee of
such Restricted Subsidiary with respect to such Indebtedness shall be
subordinated in right of payment to such Restricted Subsidiary's Subsidiary
Guarantee with respect to the Securities substantially to the same extent as
such Indebtedness is subordinated to the Securities; (ii) such Restricted
Subsidiary waives and will not in any manner whatsoever claim or take the
benefit or advantage of, any rights of reimbursement, indemnity or subrogation
or any other rights against the Company or any other Restricted Subsidiary as a
result of any payment by such Restricted Subsidiary under its Subsidiary
Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an
Opinion of Counsel to the effect that (A) such Subsidiary Guarantee has been
duly executed and authorized and (B) such Subsidiary Guarantee constitutes a
valid, binding and enforceable obligation of such Restricted Subsidiary, except
insofar as enforcement thereof may be limited by bankruptcy, insolvency or
similar laws (including, without limitation, all laws relating to fraudulent
transfers) and except insofar as enforcement thereof is limited by general
principles of equity; provided that this paragraph (a) shall not become
applicable to any Guarantee of any Restricted Subsidiary (x) that (A) existed at
the time such Person became a Restricted Subsidiary of the Company and (B) was
not incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary of the Company or (y) that Guarantees the payment of
obligations of the Company or any Restricted Subsidiary under the Revolving
Credit Facility or the Senior Secured Notes or Indebtedness with similar terms
(other than interest rates and maturity), provisions and covenants as the Senior
Secured Notes and such Indebtedness is secured by a Lien Incurred exclusively
under clause (18) of the definition of Permitted Liens and the principal amount
of such Indebtedness in the aggregate does not exceed 15% of Total Assets and
any refunding, refinancing or replacement thereof, in whole or in part;
provided, further that
<PAGE>

                                                                              55

such Indebtedness Incurred under this clause (y) and any refunding, refinancing
or replacement thereof (1) does not constitute Subordinated Indebtedness and (2)
is not Incurred pursuant to a registered offering of securities under the
Securities Act or a private placement of securities (including under Rule 144A)
pursuant to an exemption from the registration requirements of the Securities
Act, which private placement provides for registration rights under the
Securities Act (any guarantee excluded by operations of this clause (y) being an
"Excluded Guarantee").

          (b) Notwithstanding the foregoing and the other provisions of this
Indenture, any Subsidiary Guarantee by a Restricted Subsidiary shall provide by
its terms that it shall be automatically and unconditionally released and
discharged upon (1) any sale, exchange or transfer, to any Person not an
Affiliate of the Company, of all of the Company's Capital Stock in, or all or
substantially all the assets of, whether by way of merger, consolidation or
otherwise, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by this Indenture), (2) the release or discharge of the guarantee
which resulted in the creation of such Subsidiary Guarantee, except a discharge
or release by or as a result of payment under such guarantee or (iii) such
Restricted Subsidiary is designated an Unrestricted Subsidiary of the Company in
accordance with the terms of this Indenture by the Company's Board of Directors.

          SECTION 3.13. Limitation on Lines of Business. The Company will not,
and will not permit any Restricted Subsidiary to, engage in any business other
than a Related Business.

          SECTION 3.14. Effectiveness of Covenants. The covenants described in
Sections 3.2, 3.3, 3.4, 3.6, 3.7, 3.8, 3.10, 3.12 and 3.13 will no longer be in
effect upon the Company reaching Investment Grade Status.

          SECTION 3.15. Maintenance of Office or Agency. The Company will
maintain in The City of New York, an office or agency where the Securities may
be presented or surrendered for payment, where, if applicable, the Securities
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The corporate trust office of the Trustee, which
initially shall be located at SunTrust Bank, c/o Computer Share, c/o SunTrust
Bank, 88 Pine Street, 19th Floor, New York, New York 10005 Attention: Corporate
Trust Department (the "Corporate Trust Office") shall be such office or agency
of the Company, unless the Company shall designate and maintain some other
office or agency for one or more of such purposes. The Company will give prompt
written notice to the Trustee of any change in the location of any such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

          The Company may also from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the Securities
may be presented or surrendered for any or all such purposes and may from time
to time rescind any such designation; 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 City of New York
<PAGE>

                                                                              56

for such purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and any change in the location of any such
other office or agency.

          SECTION 3.16. Money for Security Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent, it will, on or before
each due date of the principal of (or premium, if any) or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal of (or premium, if any) or
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee in
writing of its action or failure to so act.

          Whenever the Company shall have one or more Paying Agents for the
Securities, it will, on or before each due date of the principal of (or premium,
if any) or interest on any Securities, deposit with any Paying Agent a sum in
same day funds (or New York Clearing House funds if such deposit is made prior
to the date on which such deposit is required to be made) that shall be
available to the Trustee by 10:00 a.m. New York City time on such due date
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee in writing of such action
or any failure to so act.

          The Company will cause each Paying Agent (other than the Trustee) to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

          (a) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Securities in trust for the benefit of the
     Persons entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as herein provided;

          (b) give the Trustee written notice of any default by the Company (or
     any other obligor upon the Securities) in the making of any payment of
     principal (and premium, if any) or interest; and

          (c) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

          The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such sums.

          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 (or premium, if
any) or interest on any Security and remaining unclaimed for two years after
such principal, premium or interest has
<PAGE>

                                                                              57

become due and payable shall be paid to the Company on Company Order, or (if
then held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment to the
Company, may at the expense of the Company cause to be published once, in a
leading daily newspaper (if practicable, The Wall Street Journal (Eastern
Edition)) printed in the English language and of general circulation in New York
City, 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 publication
nor shall it be later than two years after such principal (or premium, if any)
or interest shall have become due and payable, any unclaimed balance of such
money then remaining will be repaid to the Company.

          SECTION 3.17. Corporate Existence. Subject to Article IV, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and that of each Restricted Subsidiary
and the corporate rights (charter and statutory) licenses and franchises of the
Company and each Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve any such existence (except the Company),
right, license or franchise if the Board of Directors of the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and each of its Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not, and will not be, disadvantageous in any
material respect to the Holders.

          SECTION 3.18. Payment of Taxes and Other Claims. The Company will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary and (ii) all lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a material
liability or lien upon the property of the Company or any Restricted Subsidiary;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which appropriate reserves, if necessary (in the
good faith judgment of management of the Company) are being maintained in
accordance with GAAP.

          SECTION 3.19. Maintenance of Properties. The Company will cause all
material properties owned by the Company or any Restricted Subsidiary or used or
held for use in the conduct of its business or the business of any Restricted
Subsidiary to be maintained and kept in normal condition, repair and working
order and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly conducted at all times; provided, however, that nothing in this Section
shall prevent the Company or any of its Restricted Subsidiaries from
discontinuing the maintenance of any of such properties if such discontinuance
is, in the judgment of the Company, desirable in the conduct of
<PAGE>

                                                                              58

its business or the business of any Restricted Subsidiary and not adverse in any
material respect to the Holders.

          SECTION 3.20. Insurance. To the extent available at commercially
reasonable rates, the Company will maintain, and will cause its Restricted
Subsidiaries to maintain, insurance with responsible carriers against such risks
and in such amounts, and with such deductibles, retentions, self-insured amounts
and co-insurance provisions, as are customarily carried by similar businesses,
of similar size in their country of organization, including professional and
general liability, property and casualty loss, workers' compensation and
interruption of business insurance. In the event the Company determines that
insurance satisfying the first sentence of this Section 3.20 is not available at
commercially reasonable rates, it shall provide an Officer's Certificate to such
effect to the Trustee and the Trustee may conclusively rely on the
determinations set forth therein.

          SECTION 3.21. Compliance with Laws. The Company shall comply, and
shall cause each of its Restricted Subsidiaries to comply, with all applicable
statutes, rules, regulations, orders and restrictions of the United States of
America, all states and municipalities thereof, and of any governmental
regulatory authority, in respect of the conduct of their respective businesses
and the ownership of their respective properties, except for such noncompliances
as would not in the aggregate have a material adverse effect on the financial
condition or results of operations of the Company and its Restricted
Subsidiaries, taken as a whole.

          SECTION 3.22. Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each Fiscal Year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know
of any Default or Event of Default that occurred during such period. If they do,
the certificate shall describe the Default or Event of Default, its status and
what action the Company is taking or proposes to take with respect thereto. The
Company also shall comply with TIA (S) 314(a)(4). The Officer's Certificate
shall also notify the Trustee should the then current Fiscal Year be changed to
end on any date other than on the date as herein defined.

          SECTION 3.23. Further Instruments and Acts. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                                  ARTICLE IV

                   Successor Company and Successor Guarantor

          SECTION 4.1. When Company May Merge or Otherwise Dispose of Assets.
The Company will not, in a single transaction or series of related transactions,
consolidate with
<PAGE>

                                                                              59

or merge with or into, or convey, transfer, lease or otherwise dispose of all or
substantially all its assets to, any Person nor permit any Person to merge with
or into the Company, unless:

          (i) the resulting, surviving or transferee Person (the "Successor
     Company") will be a Person organized and existing under the laws of the
     United States of America, any State thereof or the District of Columbia and
     the Successor Company (if not the Company) will expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, all the obligations of the Company under
     the Securities and this Indenture;

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

          (iii) immediately after giving effect to such transaction, the
     Successor Company would be able to Incur an additional $1.00 of
     Indebtedness under paragraph (a) of Section 3.3;

          (iv) each Subsidiary Guarantor (unless it is the other party to the
     transactions above, in which case clause (i) shall apply) shall have by
     supplemental indenture confirmed that its Subsidiary Guarantee shall apply
     to such Person's obligations in respect of the Indenture and the
     Securities; and

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

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

          The Successor Company shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture, but the
predecessor Company in the case of a conveyance, transfer, lease of all or
substantially all its assets will not be released from the obligation to pay the
principal of and interest on the Securities.  Solely for the purpose of
computing amounts described in clause 3(A) of Section 3.4(a), the Successor
Company shall only be deemed to have succeeded and be substituted for the
Company with respect to periods subsequent to the effective time of such merger,
consolidation, combination or transfer of assets.

          Notwithstanding clauses (ii) and (iii) of the first sentence of this
Section 4.1: (1) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company and (2) the
Company may merge with an Affiliate incorporated solely
<PAGE>

                                                                              60

for the purpose of reincorporating the Company in another jurisdiction to
realize tax or other benefits.

          SECTION 4.2. When a Subsidiary Guarantor May Merge or Otherwise
Dispose of Assets. Subject to Section 3.12(b), the Company will not permit any
Subsidiary Guarantor, if any, to, in a single transaction or series of related
transactions, consolidate with or merge with or into, or convey, transfer or
lease or otherwise dispose of all or substantially all its assets to, any Person
nor permit any Person to merge with or into such Subsidiary Guarantor, unless:

          (i) the resulting, surviving or transferee Person (the "Successor
     Guarantor") will be a Person organized and existing under the laws of the
     United States of America, any State thereof or the District of Columbia and
     the Successor Guarantor (if not the Subsidiary Guarantor) will expressly
     assume in writing all the obligations of such Subsidiary Guarantor under
     such Subsidiary Guarantor's respective Subsidiary Guarantee;

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

          (iii) immediately after giving effect to such transaction, the Company
     would be able to Incur an additional $1.00 of Indebtedness under paragraph
     (a) of Section 3.3;

          (iv) each other Subsidiary Guarantor shall have delivered a written
     instrument in form and substance satisfactory to the Trustee confirming its
     Subsidiary Guarantee; and

          (v) the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such assumption of the Subsidiary
     Guarantee, if applicable, comply with this Indenture.

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

          The Successor Guarantor shall succeed to, and be substituted for, and
may exercise every right and power of, the Subsidiary Guarantor under this
Indenture and the relevant Subsidiary Guarantee, but the predecessor Subsidiary
Guarantor in the case of a conveyance, transfer or lease of all or substantially
all its assets will not be released from its obligation to pay the principal of
and interest on the Securities.  Solely for the purpose of computing amounts
described in clause 3(A) of Section 3.4(a), the Successor Company shall only be
deemed to have succeeded and be substituted for the Company with respect to
periods subsequent to the effective time of such merger, consolidation,
combination or transfer of assets.
<PAGE>

                                                                              61

          Notwithstanding clauses (ii) and (iii) of the first sentence of this
Section 4.2, (1) any Restricted Subsidiary may consolidate with, merge into or
transfer all or part of its properties and assets to the Company and (2) the
Company may merge with an Affiliate incorporated exclusively for the purpose of
reincorporating the Company in another jurisdictin to realize tax or other
benefits.


                                   ARTICLE V


                             Defaults and Remedies

          SECTION 5.1.  Events of Default.  An "Event of Default" occurs if:

          (1) the Company defaults in any payment of interest on any Security
     when the same becomes due and payable, and such default continues for a
     period of 30 days;

          (2) the Company defaults in the payment of the principal of or
     premium, if any, on any Security when the same becomes due and payable at
     its Stated Maturity, upon required repurchase, upon declaration or
     otherwise;

          (3) the Company or any Subsidiary Guarantor fails to comply with
     Article IV;

          (4) the Company fails to comply with Section 3.2, 3.3, 3.4, 3.5, 3.6,
     3.7, 3.8, 3.9, 3.10, 3.11, 3.12 or 3.13 (in each case other than a failure
     to repurchase Securities when required pursuant to Section 3.7 or 3.9,
     which failure shall constitute an Event of Default under Section 5.1(2))
     and such failure continues for 30 days after the notice specified below;

          (5) the Company defaults in the performance of or a breach by the
     Company of any other covenant or agreement in this Indenture or under the
     Securities (other than those referred to in (1), (2), (3) or (4) above) and
     such default continues for 60 days after the notice specified below;

          (6) the failure by any Subsidiary Guarantor that is a Significant
     Subsidiary (if any) to comply with its obligations under any Subsidiary
     Guarantee to which such Subsidiary Guarantor is a party, after any
     applicable grace period;

          (7) Indebtedness of the Company or any Significant Subsidiary is not
     paid within any applicable grace period after final maturity or is
     accelerated by the holders thereof and the total amount of such unpaid or
     accelerated Indebtedness exceeds $25.0 million or its foreign currency
     equivalent at the time;

          (8) the Company or a Significant Subsidiary pursuant to or within the
     meaning of any Bankruptcy Law (as defined below):

               (A)  commences a voluntary case;
<PAGE>

                                                                              62

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

             (C)  consents to the appointment of a Custodian (as defined below)
        of it or for any substantial part of its property; or

             (D)  makes a general assignment for the benefit of its creditors;
        or takes any comparable action under any foreign laws relating to
        insolvency;

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

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

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

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

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

          (10) any judgment or decree for the payment of money in excess of
     $25.0 million or its foreign currency equivalent at the time in the
     aggregate for all such final judgments or orders against the Company or a
     Significant Subsidiary if (A) an enforcement proceeding thereon is
     commenced and not discharged within ten days or (B) such judgment or decree
     remains outstanding for a period of 60 days following such judgment or
     decree and is not discharged, waived, stayed or bonded; or

          (11) the failure of any Subsidiary Guarantee by a Subsidiary Guarantor
     (if any) which is a Significant Subsidiary to be in full force and effect
     (except as contemplated by the terms thereof) or the denial or
     disaffirmation by any such Subsidiary Guarantor of its obligations under
     any Subsidiary Guarantee if such Default continues for 30 days.

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

          The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors.  The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

          Notwithstanding the foregoing, a Default under clause (4) or (5) of
this Section 5.1 will not constitute an Event of Default until the Trustee or
the Holders of at least 25% in
<PAGE>

                                                                              63

principal amount of the outstanding Securities notify the Company of the Default
and the Company does not cure such Default within the time specified in said
clause (4) or (5) after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

          The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default under clauses (1), (2), (3), (4), (5), (6), (7), (10) or
(11) of this Section 5.1.

          SECTION 5.2.  Acceleration.  If an Event of Default (other than an
Event of Default specified in Section 5.1(8) or (9) with respect to the Company
or a Significant Subsidiary) occurs and is continuing, the Trustee by notice to
the Company, or the Holders of at least 25% in outstanding principal amount of
the Securities by notice to the Company and the Trustee, may, and the Trustee at
the request of such Holders shall, declare the principal of, premium, if any,
and accrued but unpaid interest on all the Securities to be due and payable.
Upon such a declaration, such principal, premium and interest shall, subject to
Section 9.4, be immediately due and payable. In the event of a declaration of
acceleration because an Event of Default set forth in Section 5.1(7) above has
occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default or payment default
triggering such Event of Default pursuant to Section 5.1(7) shall be remedied or
cured by the Company and/or the relevant Significant Subsidiaries or waived by
the holders of the relevant Indebtedness within 60 days after the declaration of
acceleration with respect thereto. If an Event of Default specified in Section
5.1(8) or (9) with respect to the Company occurs, the principal of, premium, if
any, and accrued and unpaid interest on all the Securities will become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. The Holders of a majority in principal amount of the
Securities then outstanding by notice to the Trustee may waive all past defaults
(except with respect to nonpayment of principal, premium or interest) and
rescind an acceleration with respect to the Securities and its consequences if
(i) the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (ii) all existing Events of Default, other than the
nonpayment of principal of, premium, if any or interest on the Securities that
has become due solely because of such acceleration, have been cured or waived.
No such rescission shall affect any subsequent Default or Event of Default or
impair any right consequent thereto.

          SECTION 5.3. Other Remedies.  If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding.  A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.  No remedy is
exclusive of any other remedy.  All available remedies are cumulative.

          SECTION 5.4.  Waiver of Past Defaults.  The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default or Event of
<PAGE>

                                                                              64


Default and its consequences except (i) a Default or Event of Default in the
payment of the principal of or interest on a Security or (ii) a Default or Event
of Default in respect of a provision that under Section 8.2 cannot be amended
without the consent of each Securityholder affected. When a Default or Event of
Default is waived, it is deemed cured, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any consequent right.

          SECTION 5.5.  Control by Majority.  The Holders of a majority in
principal amount of the Securities then outstanding may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or of exercising any trust or power conferred on the Trustee. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture or, subject to Section 6.1, that the Trustee determines is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action under this Indenture, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against
all losses and expenses caused by taking or not taking such action.

          SECTION 5.6.  Limitation on Suits.  A Securityholder may not pursue
any remedy with respect to this Indenture or the Securities unless:

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

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

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

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

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

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

          SECTION 5.7.  Rights of Holders to Receive Payment.  Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of, premium (if any) or interest on the Securities held by
such Holder, on or after the respective due dates expressed in the Securities,
or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder.

          SECTION 5.8.  Collection Suit by Trustee.  If an Event of Default
specified in Section 5.1(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing
<PAGE>

                                                                              65

(together with interest on any unpaid interest to the extent lawful) and the
amounts provided for in Section 6.7.

          SECTION 5.9.  Trustee May File Proofs of Claim.  The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its Subsidiaries or
their respective creditors or properties and, unless prohibited by law or
applicable regulations, may vote on behalf of the Holders in any election of a
trustee in bankruptcy or other Person performing similar functions, and any
Custodian in any such judicial proceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 6.7.

          SECTION 5.10.  Priorities.  If the Trustee collects any money or
property pursuant to this Article V, it shall pay out the money or property in
the following order:

          First:  to the Trustee for amounts due under Section 6.7;

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

          Third:  to the Company.

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

          SECTION 5.11.  Undertaking for Costs.  In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to
Section 5.7 or a suit by Holders of more than 10% in outstanding principal
amount of the Securities.
<PAGE>

                                                                              66

                                  ARTICLE VI


                                    Trustee

          SECTION 6.1.  Duties of Trustee.  (a)  If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent Person would exercise or use under the circumstances
in the conduct of such Person's own affairs.

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

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

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     in the case of any such certificates or opinions which by any provisions
     hereof are specifically required to be furnished to the Trustee, the
     Trustee shall examine such certificates and opinions to determine whether
     or not they conform to the requirements of this Indenture.

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

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

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

          (3) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 5.5.

          (d) 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.

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

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

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

                                                                              67

          SECTION 6.2.  Rights of Trustee.  (a)  The Trustee may conclusively
rely and shall be protected in acting upon any paper or document believed by it
to be genuine and to have been signed or presented by the proper Person or
Persons. The Trustee need not investigate any fact or matter stated in the
document.

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

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

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that the Trustee's conduct does not constitute wilful
misconduct or negligence.

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

          (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, notice, request, direction, consent, order, bond or other paper or
document; but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.

          (g) The Trustee shall not be deemed to have knowledge of any Default
or Event of Default except (i), during any period it is serving as Registrar and
Paying Agent for the Securities, any Event of Default occurring pursuant to
Section 5.1(1) and 5.1(2), or (ii) any Default or Event of Default of which a
Trust Officer shall have received written notification or obtained "actual
knowledge." "Actual knowledge" shall mean the actual fact or statement of
knowing by a Trust Officer without independent investigation with respect
thereto.

          SECTION 6.3.  Individual Rights of Trustee.  The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 6.10 and 6.11.

          SECTION 6.4.  Trustee's Disclaimer.  The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the Securities, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Securities or in the Securities other than the
Trustee's certificate of authentication or for the use or application of any
funds received by any Paying Agent other than the Trustee.
<PAGE>

                                                                              68

          SECTION 6.5.  Notice of Defaults.  If a Default or Event of Default
occurs and is continuing and if a Trust Officer has actual knowledge thereof,
the Trustee shall mail to each Securityholder 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 on any
Security (including payments pursuant to the required repurchase provisions of
such Security, if any), the Trustee may withhold the notice if and so long as
its board of directors, a committee of its board of directors or a committee of
its Trust Officers and/or a Trust Officer of the Trustee in good faith
determines that withholding the notice is in the interests of Securityholders.

          SECTION 6.6.  Reports by Trustee to Holders.  As promptly as
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Securityholder a brief report dated as of such May 15 that
complies with TIA (S) 313(a). The Trustee also shall comply with TIA (S) 313(b).
The Trustee shall also transmit by mail all reports required by TIA (S) 313(c).

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

          SECTION 6.7.  Compensation and Indemnity.  The Company shall pay to
the Trustee from time to time such compensation for its services as the parties
shall agree in writing from time to time. The Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable out-of-
pocket expenses incurred or made by it, including, but not limited to, costs of
collection, costs of preparing and reviewing reports, certificates and other
documents, costs of preparation and mailing of notices to Securityholders and
reasonable costs of counsel retained by the Trustee in connection with the
delivery of an Opinion of Counsel or otherwise, in addition to the compensation
for its services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts. The Company shall indemnify the Trustee, and each of
its officers, directors, counsel and agents, against any and all loss, liability
or expense (including, but not limited to, reasonable attorneys' fees and
expenses) incurred by it in connection with the administration of this trust and
the performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 6.7) and of defending itself
against any claims (whether asserted by any Securityholder, the Company or
otherwise). 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 may have separate counsel and the Company shall pay the
fees and expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability or expense incurred by the Trustee through
the Trustee's own wilful misconduct, negligence or bad faith, subject to the
exceptions contained in Section 6.1(c) hereof.

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

                                                                              69

Trustee's right to receive payment of any amounts due under this Section 6.7
shall not be subordinate to any other liability or indebtedness of the Company.

          The Company's payment obligations pursuant to this Section and any
lien arising hereunder shall survive the discharge of this Indenture and the
resignation or removal of the Trustee.  When the Trustee incurs expenses after
the occurrence of a Default specified in Section 5.1(8) or (9) with respect to
the Company, the expenses are intended to constitute expenses of administration
under any Bankruptcy Law.

          SECTION 6.8.  Replacement of Trustee.  The Trustee may resign at any
time by so notifying the Company. The Holders of a majority in principal amount
of the Securities may remove the Trustee by so notifying the Company and the
Trustee in writing and may appoint a successor Trustee. The Company shall remove
the Trustee if:

          (1) the Trustee fails to comply with Section 6.10;

          (2) the Trustee is adjudged bankrupt or insolvent;

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

          (4) the Trustee otherwise becomes incapable of acting.

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

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.  Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture.  The successor Trustee shall mail a notice of its
succession to Securityholders.  The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 6.7.

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

          If the Trustee fails to comply with Section 6.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          Notwithstanding the replacement of the Trustee pursuant to this
Section 6.8, the Company's obligations under Section 6.7 shall continue for the
benefit of the retiring Trustee.
<PAGE>

                                                                              70

          SECTION 6.9.  Successor Trustee by Merger.  If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

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

          SECTION 6.10.  Eligibility; Disqualification.  The Trustee shall at
all times satisfy the requirements of TIA (S) 310(a). The Trustee shall have a
combined capital and surplus of at least $100 million as set forth in its most
recent filed annual report of condition. The Trustee shall comply with TIA (S)
310(b).

          SECTION 6.11.  Preferential Collection of Claims Against Company.  The
Trustee shall comply with TIA (S) 311(a), excluding any creditor relationship
listed in TIA (S) 311(b). A Trustee who has resigned or been removed shall be
subject to TIA (S) 311(a) to the extent indicated.


                                  ARTICLE VII


                       Discharge of Indenture; Defeasance

          SECTION 7.1.   Discharge of Liability on Securities; Defeasance. (a)
When (i) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 2.9) for cancellation or (ii) all
outstanding Securities have become due and payable at maturity and the Company
irrevocably deposits with the Trustee funds sufficient to pay at maturity all
outstanding Securities (other than Securities replaced pursuant to Section 2.9),
including interest thereon to maturity, and the Company pays all other sums
payable hereunder by the Company, then this Indenture shall, subject to Section
7.1(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
(accompanied by an Officers' Certificate and an Opinion of Counsel stating that
all conditions precedent specified herein relating to the satisfaction and
discharge of this Indenture have been complied with) and at the cost and expense
of the Company.

          (b) Subject to Sections 7.1(c) and 7.2, the Company at its option and
at any time may terminate (i) all the obligations of the Company and any
Subsidiary Guarantor under the Securities and this Indenture ("legal defeasance
option") or (ii) the obligations of the Company and any Subsidiary Guarantor
under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12,
<PAGE>

                                                                              71

3.13, 4.1(iii), 4.1(v), 4.2(iii) and 4.2(v) and 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 or provision, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or provision 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 5.1(3) and 5.1(4) ("covenant defeasance
option"), but except as specified above, the remainder of this Indenture and the
Securities shall be unaffected thereby. The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

          If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default.  If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Sections 5.1(4),
5.1(6), 5.1(7), 5.1(8) (but only with respect to a Significant Subsidiary),
5.1(9) (but only with respect to a Significant Subsidiary), 5.1(10) and 5.1(11)
or because of the failure of the Company to comply with Sections 4.1(iii),
4.1(v), 4.2(iii) and 4.2(v).

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

          (c) Notwithstanding the provisions of Sections 7.1(a) and (b), the
Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, 6.7, 6.8,
7.4, 7.5 and 7.6 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 6.7, 7.4 and 7.5 shall
survive.

          SECTION 7.2.  Conditions to Defeasance.  The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

          (1) the Company irrevocably deposits in trust with the Trustee for the
     benefit of the Holders cash in U.S. dollars or U.S. Government Obligations
     or a combination thereof for the payment of principal of and interest on
     the Securities to maturity;

          (2) the Company delivers to the Trustee a certificate from a
     nationally recognized firm of independent accountants expressing their
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited money without investment will provide cash at such times and in
     such amounts as will be sufficient to pay principal and interest when due
     on all the Securities to maturity;

          (3) 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 with respect to the Indenture resulting from the incurrence of
     Indebtedness, all or a portion of which will be used to defease the
     Securities concurrently with such incurrence);

          (4) such legal defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a Default under this Indenture or any
     other material agreement
<PAGE>

                                                                              72

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;

          (5) the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that (A) the Securities and (B) assuming no
     intervening bankruptcy of the Company between the date of deposit and the
     91st day following the deposit and that no Holder of the Securities is an
     insider of the Company, after the 91st day following the deposit, the trust
     funds will not be subject to the effect of any applicable bankruptcy,
     insolvency, reorganization or similar laws affecting creditors' right
     generally;

          (6) the deposit does not constitute a default under any other
     agreement binding on the Company;

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

          (8) in the case of the legal defeasance option, the Company shall have
     delivered to the Trustee an Opinion of Counsel in the United States stating
     that (i) the Company has received from, or there has been published by, the
     Internal Revenue Service a ruling, or (ii) since the date of this Indenture
     there has been a change in the applicable federal income tax law, in either
     case to the effect that, and based thereon such Opinion of Counsel shall
     confirm that, the Securityholders will not recognize income, gain or loss
     for federal income tax purposes as a result of such legal defeasance and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such legal
     defeasance had not occurred;

          (9) in the case of the covenant defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States to
     the effect that the Securityholders will not recognize income, gain or loss
     for federal income tax purposes as a result of such covenant defeasance and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such covenant
     defeasance had not occurred; and

          (10) the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that all conditions precedent to the
     defeasance and discharge of the Securities and this Indenture as
     contemplated by this Article VII have been complied with.


          SECTION 7.3.  Application of Trust Money.  The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article VII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the Securities.

          SECTION 7.4.  Repayment to Company.  Anything herein to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon
<PAGE>

                                                                              73

Company Order any money or U.S. Government Obligations held by it as provided in
this Article VII which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect legal defeasance or covenant defeasance,
as applicable, provided that the Trustee shall not be required to liquidate any
U.S. Government Obligations in order to comply with the provisions of this
paragraph.

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

          SECTION 7.5.  Indemnity for U.S. Government Obligations.  The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

          SECTION 7.6.  Reinstatement.  If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article VII by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VII until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VII; provided, however, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.


                                 ARTICLE VIII

                                   Amendments

          SECTION 8.1.  Without Consent of Holders.  The Company and the Trustee
may amend this Indenture or the Securities without notice to or consent of any
Securityholder:

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

          (2) to comply with Article IV in respect of the assumption by a
     Successor Company of an obligation of the Company under this Indenture;

          (3) to provide for uncertificated Securities in addition to or in
     place of certificated Securities; provided, however, that the
     uncertificated Securities are issued in
<PAGE>

                                                                              74

     registered form for purposes of Section 163(f) of the Code or in a manner
     such that the uncertificated Securities are described in Section
     163(f)(2)(B) of the Code;

          (4) to add Guarantees with respect to the Securities, to secure the
     Securities or to release a Subsidiary Guarantor upon its designation as an
     Unrestricted Subsidiary; provided, however, that the designation is made in
     accordance with the applicable provision of this Indenture;

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

          (6) to comply with any requirements of the SEC in connection with
     qualifying this Indenture under the TIA;

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

          (8) to provide for the issuance of the Exchange Notes, which will have
     terms substantially identical in all material respects to the Initial Notes
     (except that the transfer restrictions contained in the Initial Notes will
     be modified or eliminated, as appropriate), and which will be treated,
     together with any outstanding Initial Notes, as a single issue of
     securities .

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

          SECTION 8.2.  With Consent of Holders.  The Company and the Trustee
may amend this Indenture or the Securities without notice to any Securityholder
but with the written consent of the Holders of at least a majority in principal
amount of the Securities then outstanding. However, without the consent of each
Securityholder affected, an amendment may not:

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

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

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

          (4) reduce the premium payable upon the repurchase of any Security or
     change the time at which any Security may or shall be repurchased in
     accordance with Section 3.9;

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

                                                                              75

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

          (7) release any Subsidiary Guarantor, if any, from any of its
     obligations under its Subsidiary Guarantee or this Indenture, except in
     compliance with the terms thereof; or

          (8) make any change in the amendment provisions which require each
     Holder's consent or in the waiver provisions.

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

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

          SECTION 8.3.  Compliance with Trust Indenture Act.  Every amendment to
this Indenture or the Securities shall comply with the TIA as then in effect.

          SECTION 8.4.  Revocation and Effect of Consents and Waivers.  A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver made pursuant to Section 8.2 shall become effective upon
receipt by the Trustee of the requisite number of written consents.

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

          SECTION 8.5.  Notation on or Exchange of Securities.  If an amendment
changes the terms of a Security, the Trustee may require the Holder of the
Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall
<PAGE>

                                                                              76

authenticate a new Security that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Security shall not affect the validity of
such amendment.

          SECTION 8.6.  Trustee To Sign Amendments.  The Trustee shall sign any
amendment authorized pursuant to this Article VIII if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 6.1) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.


                                  ARTICLE IX

                                 Miscellaneous

          SECTION 9.1.  Trust Indenture Act Controls.  If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.

          SECTION 9.2.  Notices.  Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

               if to the Company:

               Smithfield Foods, Inc.
               200 Commerce Street
               Smithfield, VA 23430
               Attention:  Chief Financial Officer
               Facsimile No.: (757) 365-3023

               With a copy to:

               McGuireWoods LLP
               One James Center
               901 E. Cary Street
               Richmond, VA 23219-4030
               Attention:  Jane Whitt Sellers, Esq.
               Facsimile No.: (804) 698-2170

               if to the Trustee:

               SunTrust Bank
               25 Park Place
               24th Floor
               Atlanta, Georgia 30303-2900
               Attention:  Corporate Trust Department
               Facsimile No.: (404) 332-3966 (mc 008)
<PAGE>

                                                                              77
<PAGE>

                                                                              78


               With a copy (which shall not constitute notice) to:

               Alston & Bird, LLP
               One Atlantic Center
               1201 West Peachtree Street N.E.
               Atlanta, Georgia 30309-3424
               Attention:  Glenn R. Thomson
               Facsimile No.: (404) 881-4777

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

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

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

          SECTION 9.3.  Communication by Holders with other Holders.
Securityholders may communicate pursuant to TIA (S) 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA (S) 312(c).

          SECTION 9.4.  Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take or refrain from
taking any action under this Indenture, the Company shall furnish to the
Trustee:

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

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

          SECTION 9.5.  Statements Required in Certificate or Opinion.  Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

                                                                              79

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

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

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

          SECTION 9.6.  When Securities Disregarded.  In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Securities outstanding at the time shall be
considered in any such determination.

          SECTION 9.7.  Rules by Trustee, Paying Agent and Registrar.  The
Trustee may make reasonable rules for action by, or a meeting of,
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

          SECTION 9.8.  Legal Holidays.  A "Legal Holiday" is a Saturday, a
Sunday or other day on which commercial banking institutions are authorized or
required to be closed in New York City or Atlanta, Georgia. If a payment date is
a Legal Holiday, payment shall be made on the next succeeding day that is not a
Legal Holiday, and no interest shall accrue for the intervening period. If a
regular record date is a Legal Holiday, the record date shall not be affected.

          SECTION 9.9.  Governing Law.  This Indenture and the Securities shall
be governed by, and construed in accordance with, the laws of the State of New
York.

          SECTION 9.10.  No Recourse Against Others.  An incorporator, director,
officer, employee, stockholder or controlling person, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

          SECTION 9.11.  Successors.  All agreements of the Company in this
Indenture and the Securities shall bind their respective successors. All
agreements of the Trustee in this Indenture shall bind its successors.
<PAGE>

                                                                              80


          SECTION 9.12.  Multiple Originals.  The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.

          SECTION 9.13.  Variable Provisions.  The Company initially appoints
the Trustee as Paying Agent and Registrar and custodian with respect to any
Global Securities.

          SECTION 9.14.  Qualification of Indenture.  The Company shall qualify
this Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys' fees and expenses for the Company and the Trustee)
incurred in connection therewith, including, but not limited to, costs and
expenses of qualification of the Indenture and the Securities and printing this
Indenture and the Securities. The Trustee shall be entitled to receive from the
Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

          SECTION 9.15.  Table of Contents; Headings.  The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.
<PAGE>

                                                                              81

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

                              SMITHFIELD FOODS, INC.


                              By: /s/ C. Larry Pope
                                  -----------------
                                  Name:  C. LARRY POPE
                                  Title: Vice President and Chief Financial
                                         Officer


                              SUNTRUST BANK, as Trustee


                              By: /s/ Jack Ellerin
                                  -------------------------------
                                  Name: Jack Ellerin
                                  Title: Assistant Vice President
<PAGE>

                                                                       EXHIBIT A

                        [FORM OF FACE OF SERIES A NOTE]

                   [Applicable Restricted Securities Legend]

                       [Depository Legend, if applicable]

No. [___]                                     Principal Amount $[______________]

                                                          CUSIP NO. ____________

                             SMITHFIELD FOODS, INC.

                       8% Senior Note, Series A, due 2009

          Smithfield Foods, Inc., a Virginia corporation, promises to pay to
[___________], or registered assigns, the principal sum of [__________________]
Dollars on October 15, 2009.

          Interest Payment Dates: October 15 and April 15.

          Record Dates: October 1 and April 1.

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

          Security.

          Dated:                         SMITHFIELD FOODS, INC.

                                         By:____________________________


                                         By:____________________________


TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

SUNTRUST BANK

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


By _________________________________

  Authorized Signatory                        Date:
<PAGE>

                    [FORM OF REVERSE SIDE OF SERIES A NOTE]

                       8% Senior Note, Series A, due 2009

1.   Interest

          Smithfield Foods, Inc., a Virginia corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.

          The Company will pay interest semiannually on October 15 and April 15
of each year.  Interest on the Securities will accrue from the most recent date
to which interest has been paid on the Securities or, if no interest has been
paid, from October 23, 2001.  The Company shall pay interest on overdue
principal or premium, if any (plus interest on such interest to the extent
lawful), at the rate borne by the Securities to the extent lawful.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

2.   Method of Payment

          By at least 10:00 a.m. (New York City time) on the date on which any
principal of or interest on any Security is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay
such principal, premium, if any, and/or interest.  The Company will pay interest
(except Defaulted Interest) to the Persons who are registered Holders of
Securities at the close of business on the October 1 or April 1 next preceding
the interest payment date even if Securities are cancelled or repurchased after
the record date and on or before the interest payment date.  Holders must
surrender Securities to a Paying Agent to collect principal payments.  The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check payable in such
money and mailed to a Holder's registered address.

3.   Paying Agent and Registrar

          Initially, SunTrust Bank, a banking corporation duly organized and
existing under the laws of the State of Georgia ("Trustee"), will act as Paying
Agent and Registrar.  The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice to any Securityholder.  The Company or
any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.

4.   Indenture

          The Company issued the Securities under an Indenture dated as of
October 23, 2001 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect from time to time (the

<PAGE>

"Act"). Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such terms,
and Securityholders are referred to the Indenture and the Act for a statement of
those terms.

          The Securities are general unsecured senior obligations of the
Company.  The aggregate principal amount of Securities which may be
authenticated and delivered under the Indenture is unlimited.  This Security is
one of the 8% Senior Notes, Series A, due 2009 referred to in the Indenture.
The Securities include (i) $300,000,000 aggregate principal amount of the
Company's 8% Senior Notes, Series A, due 2009 issued under the Indenture on
October 23, 2001 (herein called "Initial Notes"), (ii) if and when issued,
additional 8% Senior Notes, Series A, due 2009 or 8% Senior Notes, Series B, due
2009 of the Company that may be issued from time to time under the Indenture
subsequent to October 23, 2001 (herein called "Additional Notes") and (iii) if
and when issued, the Company's 8% Senior Notes, Series B, due 2009 that may be
issued from time to time under the Indenture in exchange for Initial Notes or
Additional Notes in an offer registered under the Securities Act as provided in
the Registration Rights Agreement.  The Initial Notes, Additional Notes and
Exchange Notes are treated as a single class of securities under the Indenture.
The Indenture imposes certain limitations on the Incurrence of Indebtedness by
the Company and its Subsidiaries, the payment of dividends and other
distributions on the Capital Stock of the Company and its Subsidiaries, the
purchase or redemption of Capital Stock of the Company and Capital Stock of such
Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the
sale or transfer of assets and Capital Stock of Subsidiaries, certain
sale/leaseback transactions involving the Company or any Restricted Subsidiary,
the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain
liens, certain payment guarantees, the business activities and investments of
the Company and its Subsidiaries and transactions with Affiliates, provided,
however, certain of such limitations will no longer be in effect if the
Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating
Services (or its successors) and "Baa3" or higher from Moody's Investors
Service, Inc. (or its successors).  In addition, the Indenture limits the
ability of the Company and its Subsidiaries to enter into agreements that
restrict distributions and dividends from Subsidiaries.

5.   Put Provisions

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

6.   Denominations; Transfer; Exchange

          The Securities are in registered form without coupons in denominations
of principal amount of $1,000 and whole multiples of $1,000.  A Holder may
transfer or exchange Securities in accordance with the Indenture.  The Registrar
may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture.  The Registrar need not register the transfer of or
<PAGE>

exchange any Securities for a period beginning 15 days before an interest
payment date and ending on such interest payment date.

7.   Persons Deemed Owners

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

8.   Unclaimed Money

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

9.   Defeasance

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

10.  Amendment, Waiver

          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Securities and (ii) any default (other than with respect to nonpayment) or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in principal amount of the then outstanding Securities.
Subject to certain exceptions set forth in the Indenture, without the consent of
any Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article IV of the Indenture in respect of the assumption by a
Successor Company of an obligation of the Company under the Indenture, or to
provide for uncertificated Securities in addition to or in place of certificated
Securities, or to add guarantees with respect to the Securities or to secure the
Securities, or to release a Subsidiary Guarantor upon its designation as an
Unrestricted Subsidiary or to add additional covenants or surrender rights and
powers conferred on the Company, or to comply with any request of the SEC in
connection with qualifying the Indenture under the Act, or to make any change
that does not adversely affect the rights of any Securityholder, or to provide
for the issuance of Exchange Notes.

11.  Defaults and Remedies

          Under the Indenture, Events of Default include: (i) default for 30
days in payment of interest on the Securities; (ii) default in payment of the
principal of or premium, if any, on the Securities at maturity, upon required
repurchase, upon declaration or otherwise; (iii) failure by the Company or any
Significant Subsidiary to comply with other agreements in the Indenture or
<PAGE>

the Securities, in certain cases subject to notice and lapse of time; (iv)
certain accelerations (including failure to pay within any grace period after
final maturity) of other Indebtedness of the Company or any Significant
Subsidiary if the amount accelerated (or so unpaid) exceeds $25.0 million; (v)
certain events of bankruptcy or insolvency with respect to the Company or any
Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees
for the payment of money in excess of $25.0 million; and (vii) nonperformance by
any Subsidiary Guarantor that is a Significant Subsidiary under a Subsidiary
Guarantee or the failure of any Subsidiary Guarantee by a Subsidiary Guarantor
which is a Significant Subsidiary to be in full force and effect. If an Event of
Default occurs and is continuing, the Trustee or Holders of at least 25% in
principal amount of the Securities then outstanding may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Securities being due
and payable immediately upon the occurrence of such Events of Default.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture.  The Trustee may refuse to enforce the Indenture
or the Securities unless it receives reasonable indemnity or security.  Subject
to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

12.  Trustee Dealings with the Company

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

13.  No Recourse Against Others

          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation.  By accepting a Security, each
Securityholder waives and releases all such liability.  The waiver and release
are part of the consideration for the issue of the Securities.

14.  Authentication

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

15.  Abbreviations

          Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT
<PAGE>

TEN (=joint tenants with rights of survivorship and not as tenants in common),
CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

16.  CUSIP Numbers

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities.  No representation is made as to the accuracy of such
numbers as printed on the Securities and reliance may be placed only on the
other identification numbers placed thereon.

17.  Governing Law

          This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.

          The Company will furnish to any Securityholder upon written request
and without charge to the Securityholder a copy of the Indenture which has in it
the text of this Security in larger type.  Requests may be made to:

                    Smithfield Foods, Inc.
                    200 Commerce Street
                    Smithfield, VA 23430
                    Attention: Chief Financial Officer
<PAGE>

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

_______________________________________________________________________________

Date:____________________    Your Signature:___________________

Signature Guarantee:______________________________
                    (Signature must be guaranteed)



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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

     In connection with any transfer or exchange of any of the Securities
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Securities and the last
date, if any, on which such Securities were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Securities are
being:

CHECK ONE BOX BELOW:

      1 [ ]   acquired for the undersigned's own account, without transfer; or

      2 [ ]   transferred to the Company; or

      3 [ ]   transferred pursuant to and in compliance with Rule 144A under the
              Securities Act of 1933, as amended (the "Securities Act") and the
              transferee is purchasing for its own account or an account with
              respect to which it exercises sole investment discretion and any
              such transferee is a qualified institutional buyer within the
              meaning of Rule 144A; or

      4 [ ]   transferred pursuant to an effective registration statement under
              the Securities Act; or
<PAGE>

      5 [ ]   transferred pursuant to and in compliance with Regulation S under
              the Securities Act; or

      6 [ ]   transferred to an institutional "accredited investor" (as defined
              in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that
              has furnished to the Trustee a signed letter containing certain
              representations and agreements (the form of which letter appears
              as Section 2.7 of the Indenture); or

      7 [ ]   transferred pursuant to another available exemption from the
              registration requirements of the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.

                                    ______________________________
                                    Signature
Signature Guarantee:

_____________________________       ______________________________
(Signature must be guaranteed)      Signature


____________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

          The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
<PAGE>

Dated:                   NOTICE:  To be executed by an executive officer
<PAGE>

                     [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The following increases or decreases in this Global Security have been
made:


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

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 3.7 or 3.9 of the Indenture, check the box:

          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000):  $



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


Signature Guarantee: _______________________________________
                    (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
<PAGE>

                                                                       EXHIBIT B

                        [FORM OF FACE OF SERIES B NOTE]

                       [Depository Legend, if applicable]

No. [_____]                                     Principal Amount $[____________]
                                                         CUSIP NO. _____________

                             SMITHFIELD FOODS, INC.

                      8% Senior Notes, Series B, due 2009

          Smithfield Foods, Inc., a Virginia corporation, promises to pay to
[______________], or registered assigns, the principal sum of [_______________]
Dollars on October 15, 2009.

          Interest Payment Dates: October 15 and April 15.

          Record Dates: October 1 and April 1.

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

                              SMITHFIELD FOODS, INC.


                              By:______________________________


                              By:______________________________


TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

SUNTRUST BANK

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

By:_________________________

  Authorized Signatory                        Date:
<PAGE>

                    [FORM OF REVERSE SIDE OF SERIES B NOTE]

                       8% Senior Note, Series B, due 2009

1.   Interest

          Smithfield Foods, Inc., a Virginia corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.

          The Company will pay interest semiannually on October 15 and April 15
of each year.  Interest on the Securities will accrue from the most recent date
to which interest has been paid on the Securities or, if no interest has been
paid, from October 23, 2001.  The Company shall pay interest on overdue
principal or premium, if any (plus interest on such interest to the extent
lawful), at the rate borne by the Securities to the extent lawful.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

2.   Method of Payment

          By at least 10:00 a.m. (New York City time) on the date on which any
principal of or interest on any Security is due and payable, the Company shall
irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay
such principal, premium, if any, and/or interest.  The Company will pay interest
(except Defaulted Interest) to the Persons who are registered Holders of
Securities at the close of business on the October 1 or April 1 next preceding
the interest payment date even if Securities are cancelled or repurchased after
the record date and on or before the interest payment date.  Holders must
surrender Securities to a Paying Agent to collect principal payments.  The
Company will pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by check payable in such
money and mailed to a Holder's registered address.

3.   Paying Agent and Registrar

          Initially, SunTrust Bank, a banking corporation duly organized and
existing under the laws of the State of Georgia ("Trustee"), will act as Paying
Agent and Registrar.  The Company may appoint and change any Paying Agent,
Registrar or co-registrar without notice to any Securityholder.  The Company or
any of its domestically incorporated Wholly-Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.

4.   Indenture

          The Company issued the Securities under an Indenture dated as of
October 23, 2001 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company and the
Trustee.  The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. (S)(S) 77aaa-77bbbb) as in effect from time to time (the "Act").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto
<PAGE>

in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

          The Securities are general unsecured senior obligations of the
Company.  The aggregate principal amount of Securities which may be
authenticated and delivered under the Indenture is unlimited.  This Security is
one of the 8% Senior Notes, Series B, due 2009 referred to in the Indenture.
The Securities include (i) $300,000,000 aggregate principal amount of the
Company's 8% Senior Notes, Series A, due 2009 issued under the Indenture on
October 23, 2001 (herein called "Initial Notes"), (ii) if and when issued,
additional 8% Senior Notes, Series A, due 2009 or 8% Senior Notes, Series B, due
2009 of the Company that may be issued from time to time under the Indenture
subsequent to October 23, 2001 (herein called "Additional Notes") and (iii) if
and when issued, the Company's 8% Senior Notes, Series B, due 2009 that may be
issued from time to time under the Indenture in exchange for Initial Notes or
Additional Notes in an offer registered under the Securities Act as provided in
the Registration Rights Agreement.  The Initial Notes, Additional Notes and
Exchange Notes are treated as a single class of securities under the Indenture.
The Indenture imposes certain limitations on the Incurrence of Indebtedness by
the Company and its Subsidiaries, the payment of dividends and other
distributions on the Capital Stock of the Company and its Subsidiaries, the
purchase or redemption of Capital Stock of the Company and Capital Stock of such
Subsidiaries, certain purchases or redemptions of Subordinated Indebtedness, the
sale or transfer of assets and Capital Stock of Subsidiaries, certain
sale/leaseback transactions involving the Company or any Restricted Subsidiary,
the issuance or sale of Capital Stock of Subsidiaries, the incurrence of certain
liens, certain payment guarantees, the business activities and investments of
the Company and its Subsidiaries and transactions with Affiliates, provided,
however, certain of such limitations will no longer be in effect if the
Securities receive a rating of "BBB-" or higher from Standard & Poor's Rating
Services (or its successors) and "Baa3" or higher from Moody's Investors
Service, Inc. (or its successors).  In addition, the Indenture limits the
ability of the Company and its Subsidiaries to enter into agreements that
restrict distributions and dividends from Subsidiaries.

5.   Put Provisions

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

6.   Denominations; Transfer; Exchange

          The Securities are in registered form without coupons in denominations
of principal amount of $1,000 and whole multiples of $1,000.  A Holder may
transfer or exchange Securities in accordance with the Indenture.  The Registrar
may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture.  The Registrar need not register the transfer of or
<PAGE>

exchange any Securities for a period beginning 15 days before an interest
payment date and ending on such interest payment date.

7.   Persons Deemed Owners

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

8.   Unclaimed Money

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

9.   Defeasance

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

10.  Amendment, Waiver

          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount of the then outstanding
Securities and (ii) any default (other than with respect to nonpayment) or
noncompliance with any provision may be waived with the written consent of the
Holders of a majority in principal amount of the then outstanding Securities.
Subject to certain exceptions set forth in the Indenture, without the consent of
any Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article IV of the Indenture in respect of the assumption by a
Successor Company of an obligation of the Company under the Indenture, or to
provide for uncertificated Securities in addition to or in place of certificated
Securities, or to add guarantees with respect to the Securities or to secure the
Securities, or to release a Subsidiary Guarantor upon its designation as an
Unrestricted Subsidiary or to add additional covenants or surrender rights and
powers conferred on the Company or to comply with any request of the SEC in
connection with qualifying the Indenture under the Act, or to make any change
that does not adversely affect the rights of any Securityholder, or to provide
for the issuance of Exchange Notes.

11.  Defaults and Remedies

          Under the Indenture, Events of Default include: (i) default for 30
days in payment of interest on the Securities; (ii) default in payment of the
principal of or premium, if any, on the Securities at maturity, upon required
repurchase, upon declaration or otherwise; (iii) failure by the Company or any
Significant Subsidiary to comply with other agreements in the Indenture or
<PAGE>

the Securities, in certain cases subject to notice and lapse of time; (iv)
certain accelerations (including failure to pay within any grace period after
final maturity) of other Indebtedness of the Company or any Significant
Subsidiary if the amount accelerated (or so unpaid) exceeds $25.0 million; (v)
certain events of bankruptcy or insolvency with respect to the Company or any
Significant Subsidiary; (vi) certain final, non-appealable judgments or decrees
for the payment of money in excess of $25.0 million; and (vii) nonperformance by
any Subsidiary Guarantor that is a Significant Subsidiary under a Subsidiary
Guarantee or the failure of any Subsidiary Guarantee by a Subsidiary Guarantor
which is a Significant Subsidiary to be in full force and effect. If an Event of
Default occurs and is continuing, the Trustee or Holders of at least 25% in
principal amount of the Securities then outstanding may declare all the
Securities to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Securities being due
and payable immediately upon the occurrence of such Events of Default.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture.  The Trustee may refuse to enforce the Indenture
or the Securities unless it receives reasonable indemnity or security.  Subject
to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

12.  Trustee Dealings with the Company

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

13.  No Recourse Against Others

          A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation.  By accepting a Security, each
Securityholder waives and releases all such liability.  The waiver and release
are part of the consideration for the issue of the Securities.

14.  Authentication

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

15.  Abbreviations

          Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entirety), JT
<PAGE>

TEN (=joint tenants with rights of survivorship and not as tenants in common),
CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

16.  CUSIP Numbers

          Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures the Company has caused CUSIP numbers to be
printed on the Securities.  No representation is made as to the accuracy of such
numbers as printed on the Securities and reliance may be placed only on the
other identification numbers placed thereon.

17.  Governing Law

          This Security shall be governed by, and construed in accordance with,
the laws of the State of New York.

          The Company will furnish to any Securityholder upon written request
and without charge to the Securityholder a copy of the Indenture which has in it
the text of this Security in larger type.  Requests may be made to:

                    Smithfield Foods, Inc.
                    200 Commerce Street
                    Smithfield, VA 23430
                    Attention: Chief Financial Officer
<PAGE>

                                ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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


_______________________________________________________________________________


Date: _______________  Your Signature ____________________

Signature Guarantee:  ____________________________________
                         (Signature must be guaranteed)


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

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
<PAGE>

                     [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

          The following increases or decreases in this Global Security have been
made:



<TABLE>
<CAPTION>

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


</TABLE>
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by the Company
pursuant to Section 3.7 or 3.9 of the Indenture, check the box:


                                      [ ]


          If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount in
principal amount (must be integral multiple of $1,000): $

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

Signature Guarantee: _______________________________________

                          (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.