<PAGE>
                                                                     EXHIBIT 4.3

                          INGLES MARKETS, INCORPORATED
                                   AS ISSUER,

                                       AND

                                 U.S. BANK, N.A.
                                   AS TRUSTEE



                                    INDENTURE

                          DATED AS OF DECEMBER 11, 2001

                                  $250,000,000

                    8 7/8% SENIOR SUBORDINATED NOTES DUE 2011
<PAGE>

           Reconciliation and tie between Trust Indenture Act of 1939,
            as amended, and Indenture, dated as of December 11, 2001

<TABLE>
<CAPTION>
Trust Indenture                                                                           Indenture
  Act Section                                                                              Section
---------------                                                                           ---------
<S>                                                                                       <C>
ss. 310  (a)(1).........................................................................     609
         (a)(2).........................................................................     609
         (b)............................................................................     608, 610
ss. 311  (a)............................................................................     613
         (c)............................................................................     Not Applicable
ss. 312  (a)............................................................................     701
         (b)............................................................................     702
         (c)............................................................................     702
ss. 313  (a)............................................................................     703
ss. 314  (a)............................................................................     704
         (a)(4).........................................................................     1019
         (b)............................................................................     Not Applicable
         (c)(1).........................................................................     103, 104, 404, 1201
         (c)(2).........................................................................     103, 104, 404, 1201
         (d)............................................................................     Not Applicable
         (e)............................................................................     103
ss. 315  (a)............................................................................     601(b)
         (b)............................................................................     602
         (c)............................................................................     601(a)
         (d)............................................................................     601(c), 603
         (e)............................................................................     514
ss. 316  (a)(last sentence).............................................................     101 ("Outstanding")
         (a)(1)(A)......................................................................     502, 512
         (a)(1)(B)......................................................................     513
         (a)(2).........................................................................     Not Applicable
         (b)............................................................................     508
         (c)............................................................................     105
ss. 317  (a)(1).........................................................................     503
         (a)(2).........................................................................     504
         (b)............................................................................     1003
ss. 318  (a)............................................................................     108
</TABLE>

Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         a part of this Indenture.
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
                                                                                                                     ----
<S>                                                                                                                  <C>
PARTIES...........................................................................................................     1

RECITALS..........................................................................................................     1


              ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................     1

    Section 101.      Definitions.................................................................................     1
                      -----------
       "Acquired Indebtedness"....................................................................................     2
       "Additional Securities"....................................................................................     2
       "Affiliate"................................................................................................     2
       "Applicable Procedures"....................................................................................     2
       "Asset Sale"...............................................................................................     3
       "Asset Swap"...............................................................................................     3
       "Average Life to Stated Maturity"..........................................................................     3
       "Bankruptcy Law"...........................................................................................     3
       "Board of Directors".......................................................................................     4
       "Board Resolution".........................................................................................     4
       "Business Day".............................................................................................     4
       "Capital Lease Obligation".................................................................................     4
       "Capital Stock"............................................................................................     4
       "Cash Equivalents".........................................................................................     4
       "Change of Control"........................................................................................     5
       "Class A Common Stock".....................................................................................     6
       "Class B Common Stock".....................................................................................     6
       "Clearstream"..............................................................................................     6
       "Commission"...............................................................................................     6
       "Commodity Price Protection Agreement".....................................................................     6
       "Common Stock".............................................................................................     6
       "Company"..................................................................................................     6
       "Company Request" or "Company Order"......................................................................      7
       "Consolidated Fixed Charge Coverage Ratio"................................................................      7
       "Consolidated Income Tax Expense".........................................................................      8
       "Consolidated Interest Expense"...........................................................................      8
       "Consolidated Net Income (Loss)"..........................................................................      9
       "Consolidated Non-cash Charges"...........................................................................     10
       "Consolidated Rental Expense".............................................................................     10

</TABLE>


                                       -i-
<PAGE>

<TABLE>
<S>                                                                                                                   <C>
       "Consolidated Tangible Assets"............................................................................     10
       "Consolidated Tangible Net Worth".........................................................................     10
       "Consolidation"...........................................................................................     10
       "Corporate Trust Office"..................................................................................     10
       "Currency Hedging Agreements".............................................................................     10
       "Default".................................................................................................     11
       "Depositary"..............................................................................................     11
       "Designated Noncash Consideration"........................................................................     11
       "Designated Senior Indebtedness"..........................................................................     11
       "Disinterested Director"..................................................................................     11
       "Euroclear"...............................................................................................     11
       "Event of Default"........................................................................................     11
       "Exchange Act"............................................................................................     11
       "Exchange Offer"..........................................................................................     11
       "Exchange Offer Registration Statement"...................................................................     12
       "Fair Market Value".......................................................................................     12
       "Generally Accepted Accounting Principles" or "GAAP"......................................................     12
       "Global Securities".......................................................................................     12
       "Guarantee"...............................................................................................     12
       "Guaranteed Debt".........................................................................................     12
       "Guarantor"...............................................................................................     13
       "Holder"..................................................................................................     13
       "Indebtedness"............................................................................................     13
       "Indenture"...............................................................................................     14
       "Indenture Obligations"...................................................................................     14
       "Initial Securities"......................................................................................     14
       "Initial Purchasers"......................................................................................     14
       "Intangible Assets".......................................................................................     14
       "Interest Payment Date"...................................................................................     14
       "Interest Rate Agreements"................................................................................     14
       "Investment"..............................................................................................     14
       "Issue Date"..............................................................................................     15
       "Lien"....................................................................................................     15
       "Maturity"................................................................................................     15
       "Moody's".................................................................................................     15
       "Net Cash Proceeds".......................................................................................     15
       "Non-Recourse Real Estate Subsidiary".....................................................................     16
       "Non-U.S. Person".........................................................................................     17
       "Officers' Certificate"...................................................................................     17
       "Opinion of Counsel"......................................................................................     17
       "Opinion of Independent Counsel"..........................................................................     17
</TABLE>


                                      -ii-
<PAGE>

<TABLE>
       <S>                                                                                                            <C>
       "Outstanding".............................................................................................     17
       "Pari Passu Indebtedness".................................................................................     18
       "Paying Agent"............................................................................................     18
       "Permitted Business"......................................................................................     18
       "Permitted Holders".......................................................................................     18
       "Permitted Investment"....................................................................................     18
       "Person"..................................................................................................     19
       "Predecessor Security"....................................................................................     19
       "Preferred Stock".........................................................................................     19
       "Prospectus"..............................................................................................     19
       "Public Equity Offering"..................................................................................     20
       "Purchase Money Obligation"...............................................................................     20
       "Qualified Capital Stock".................................................................................     20
       "Real Estate Subsidiary Financing Proceeds"...............................................................     20
       "Redeemable Capital Stock"................................................................................     20
       "Redemption Date".........................................................................................     21
       "Redemption Price"........................................................................................     21
       "Registration Rights Agreement"...........................................................................     21
       "Registration Statement"..................................................................................     21
       "Regular Record Date".....................................................................................     21
       "Regulation S"............................................................................................     21
       "Regulation S Global Securities"..........................................................................     21
       "Responsible Officer".....................................................................................     21
       "Restricted Subsidiary"...................................................................................     21
       "Rule 144A"...............................................................................................     22
       "Rule 144A Global Securities".............................................................................     22
       "S&P".....................................................................................................     22
       "Securities"..............................................................................................     22
       "Securities Act"..........................................................................................     22
       "Senior Indebtedness".....................................................................................     22
       "Senior Guarantor Indebtedness"...........................................................................     23
       "Senior Representative"...................................................................................     24
       "Series B Global Securities"..............................................................................     24
       "Shelf Registration Statement"............................................................................     24
       "Special Record Date".....................................................................................     24
       "Stated Maturity".........................................................................................     24
       "Subordinated Indebtedness"...............................................................................     24
       "Subsidiary"..............................................................................................     24
       "Successor Security"......................................................................................     25
       "Temporary Cash Investments"..............................................................................     25
       "Trustee".................................................................................................     25
</TABLE>


                                     -iii-
<PAGE>

<TABLE>
    <S>                                                                                                               <C>
       "Trust Indenture Act".....................................................................................     25
       "Unrestricted Subsidiary".................................................................................     25
       "Unrestricted Subsidiary Indebtedness"....................................................................     25
       "Voting Stock"............................................................................................     26
       "Wholly Owned Restricted Subsidiary"......................................................................     26
    Section 102.      Other Definitions..........................................................................     26
    Section 103.      Compliance Certificates and Opinions.......................................................     27
    Section 104.      Form of Documents Delivered to Trustee.....................................................     28
    Section 105.      Acts of Holders............................................................................     29
    Section 106.      Notices, etc., to the Trustee, the Company and any Guarantor...............................     30
    Section 107.      Notice to Holders; Waiver..................................................................     31
    Section 108.      Conflict with Trust Indenture Act..........................................................     31
    Section 109.      Effect of Headings and Table of Contents...................................................     31
    Section 110.      Successors and Assigns.....................................................................     31
    Section 111.      Separability Clause........................................................................     31
    Section 112.      Benefits of Indenture......................................................................     32
    Section 113.      GOVERNING LAW..............................................................................     32
    Section 114.      Legal Holidays.............................................................................     32
    Section 115.      Independence of Covenants..................................................................     32
    Section 116.      Schedules and Exhibits.....................................................................     32
    Section 117.      Counterparts...............................................................................     32

              ARTICLE TWO  SECURITY FORMS........................................................................     33

    Section 201.      Forms Generally............................................................................     33
    Section 202.      Form of Face of Security...................................................................     34
    Section 203.      Form of Reverse of Securities..............................................................     45

              ARTICLE THREE  THE SECURITIES......................................................................     54

    Section 301.      Title and Terms............................................................................     54
    Section 302.      Denominations..............................................................................     55
    Section 303.      Execution, Authentication, Delivery and Dating.............................................     55
    Section 304.      Temporary Securities.......................................................................     56
    Section 305.      Registration, Registration of Transfer and Exchange........................................     57
    Section 306.      Book Entry Provisions for Global Securities................................................     58
    Section 307.      Special Transfer and Exchange Provisions...................................................     60
    Section 308.      Mutilated, Destroyed, Lost and Stolen Securities...........................................     63
    Section 309.      Payment of Interest; Interest Rights Preserved.............................................     64
    Section 310.      CUSIP Numbers..............................................................................     65
    Section 311.      Persons Deemed Owners......................................................................     65
    Section 312.      Cancellation...............................................................................     65
    Section 313.      Computation of Interest....................................................................     66

              ARTICLE FOUR  DEFEASANCE AND COVENANT DEFEASANCE...................................................     67
</TABLE>


                                      -iv-
<PAGE>

<TABLE>
    <S>                                                                                                               <C>
    Section 401.      Option to Effect Defeasance or Covenant Defeasance.........................................     67
    Section 402.      Defeasance and Discharge...................................................................     67
    Section 403.      Covenant Defeasance........................................................................     67
    Section 404.      Conditions to Defeasance or Covenant Defeasance............................................     68
    Section 405.      Deposited Money and U.S. Government Obligations to Be Held in
                      Trust; Other Miscellaneous Provisions. ....................................................     70
    Section 406.      Reinstatement..............................................................................     71

              ARTICLE FIVE  REMEDIES.............................................................................     72

    Section 501.      Events of Default..........................................................................     72
    Section 502.      Acceleration of Maturity; Rescission and Annulment.........................................     74
    Section 503.      Collection of Indebtedness and Suits for Enforcement by Trustee............................     75
    Section 504.      Trustee May File Proofs of Claim...........................................................     75
    Section 505.      Trustee May Enforce Claims without Possession of Securities................................     76
    Section 506.      Application of Money Collected.............................................................     76
    Section 507.      Limitation on Suits........................................................................     77
    Section 508.      Unconditional Right of Holders to Receive Principal, Premium and...........................     77
    Interest.         78
    Section 509.      Restoration of Rights and Remedies.........................................................     78
    Section 510.      Rights and Remedies Cumulative.............................................................     78
    Section 511.      Delay or Omission Not Waiver...............................................................     78
    Section 512.      Control by Holders.........................................................................     78
    Section 513.      Waiver of Past Defaults....................................................................     79
    Section 514.      Undertaking for Costs......................................................................     79
    Section 515.      Waiver of Stay, Extension or Usury Laws....................................................     80
    Section 516.      Remedies Subject to Applicable Law.........................................................     80

              ARTICLE SIX  THE TRUSTEE...........................................................................     81

    Section 601.      Duties of Trustee..........................................................................     81
    Section 602.      Notice of Defaults.........................................................................     82
    Section 603.      Certain Rights of Trustee..................................................................     82
    Section 604.      Trustee Not Responsible for Recitals, Dispositions of Securities or
                      Application of Proceeds Thereof. ..........................................................     83
    Section 605.      Trustee and Agents May Hold Securities; Collections; etc...................................     84
    Section 606.      Money Held in Trust........................................................................     84
    Section 607.      Compensation and Indemnification of Trustee and Its Prior Claim............................     84
    Section 608.      Conflicting Interests......................................................................     85
    Section 609.      Trustee Eligibility........................................................................     85
    Section 610.      Resignation and Removal; Appointment of Successor Trustee..................................     85
    Section 611.      Acceptance of Appointment by Successor.....................................................     86
    Section 612.      Merger, Conversion, Consolidation or Succession to Business................................     87
    Section 613.      Preferential Collection of Claims Against Company..........................................     88
</TABLE>


                                      -v-
<PAGE>

<TABLE>
    <S>                                                                                                              <C>
              ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY...............................     89

    Section 701.      Company to Furnish Trustee Names and Addresses of Holders..................................     89
    Section 702.      Disclosure of Names and Addresses of Holders...............................................     89
    Section 703.      Reports by Trustee.........................................................................     89
    Section 704.      Reports by Company and Guarantors..........................................................     90

              ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE OF ASSETS...............................................     91

    Section 801.      Company and Guarantors, if any, May Consolidate, etc., Only on Certain Terms...............     91
    Section 802.      Successor Substituted......................................................................     93

              ARTICLE NINE  SUPPLEMENTAL INDENTURES..............................................................     95

    Section 901.      Supplemental Indentures and Agreements without Consent of Holders..........................     95
    Section 902.      Supplemental Indentures and Agreements with Consent of Holders.............................     96
    Section 903.      Execution of Supplemental Indentures and Agreements........................................     97
    Section 904.      Effect of Supplemental Indentures..........................................................     97
    Section 905.      Conformity with Trust Indenture Act........................................................     97
    Section 906.      Reference in Securities to Supplemental Indentures.........................................     97
    Section 907.      Notice of Supplemental Indentures..........................................................     98
    Section 908.      Revocation and Effects of Consents.........................................................     98

              ARTICLE TEN  COVENANTS.............................................................................     99

    Section 1001.     Payment of Principal, Premium and Interest.................................................     99
    Section 1002.     Maintenance of Office or Agency............................................................     99
    Section 1003.     Money for Security Payments to Be Held in Trust............................................     99
    Section 1004.     Corporate Existence.......................................................................     101
    Section 1005.     Payment of Taxes and Other Claims.........................................................     101
    Section 1006.     Maintenance of Properties.................................................................     101
    Section 1007.     Maintenance of Insurance..................................................................     102
    Section 1008.     Limitation on Indebtedness................................................................     102
    Section 1009.     Limitation on Restricted Payments.........................................................     105
    Section 1010.     Limitation on Transactions with Affiliates................................................     110
    Section 1011.     Limitation on Liens.......................................................................     111
    Section 1012.     Limitation on Sale of Assets..............................................................     112
    Section 1013.     Limitation on Issuances of Guarantees of and Pledges for Indebtedness.....................     116
    Section 1014.     Limitation on Senior Subordinated Indebtedness............................................     117
    Section 1015.     Purchase of Securities upon a Change of Control...........................................     118
    Section 1016.     Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries..............     121
    Section 1017.     Limitations on Unrestricted Subsidiaries..................................................     122
</TABLE>


                                      -vi-

<PAGE>

<TABLE>
    <S>                                                                                                              <C>
    Section 1018.     Provision of Financial Statements.........................................................     124
    Section 1019.     Statement by Officers as to Default.......................................................     124
    Section 1020.     Waiver of Certain Covenants...............................................................     125

              ARTICLE ELEVEN  REDEMPTION OF SECURITIES..........................................................     126

    Section 1101.     Rights of Redemption......................................................................     126
    Section 1102.     Applicability of Article..................................................................     126
    Section 1103.     Election to Redeem; Notice to Trustee.....................................................     126
    Section 1104.     Selection by Trustee of Securities to Be Redeemed.........................................     126
    Section 1105.     Notice of Redemption......................................................................     127
    Section 1106.     Deposit of Redemption Price...............................................................     128
    Section 1107.     Securities Payable on Redemption Date.....................................................     128
    Section 1108.     Securities Redeemed or Purchased in Part..................................................     129

              ARTICLE TWELVE  SATISFACTION AND DISCHARGE........................................................     130

    Section 1201.     Satisfaction and Discharge of Indenture...................................................     130
    Section 1202.     Application of Trust Money................................................................     131

              ARTICLE THIRTEEN  SUBORDINATION OF SECURITIES.....................................................     132

    Section 1301.     Securities Subordinate to Senior Indebtedness.............................................     132
    Section 1302.     Payment Over of Proceeds Upon Dissolution, etc............................................     132
    Section 1303.     Suspension of Payment When Designated Senior Indebtedness in Default......................     133
    Section 1304.     Payment Permitted if No Default...........................................................     135
    Section 1305.     Subrogation to Rights of Holders of Senior Indebtedness...................................     135
    Section 1306.     Provisions Solely to Define Relative Rights...............................................     135
    Section 1307.     Trustee to Effectuate Subordination.......................................................     136
    Section 1308.     No Waiver of Subordination Provisions.....................................................     136
    Section 1309.     Notice to Trustee.........................................................................     137
    Section 1310.     Reliance on Judicial Orders or Certificates...............................................     137
    Section 1311.     Rights of Trustee as a Holder of Senior Indebtedness; Preservation of Trustee's Rights....     138
    Section 1312.     Article Applicable to Paying Agents.......................................................     138
    Section 1313.     No Suspension of Remedies.................................................................     138
    Section 1314.     Trustee's Relation to Senior Indebtedness.................................................     138

TESTIMONIUM

SIGNATURES AND SEALS

ACKNOWLEDGMENTS
</TABLE>


                                     -vii-
<PAGE>

ANNEX A                    Form of Intercompany Note

SCHEDULE I                 Existing Indebtedness

EXHIBIT A                  Regulation S Certificate

EXHIBIT B                  Restricted Securities Certificate

EXHIBIT C                  Unrestricted Securities Certificate

APPENDIX I                 Form of Transfer Notice

APPENDIX II                Form of Transferee Certificate


                                     -viii-
<PAGE>

                  INDENTURE, dated as of December 11, 2001 between Ingles
Markets, Inc., a North Carolina corporation (the "Company") and U.S. Bank, N.A.,
a national banking association, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

                  The Company has duly authorized the creation of an issue of 8
7/8% Senior Subordinated Notes due 2011, Series A (the "Series A Securities"),
and an issue of 8 7/8% Senior Subordinated Notes due 2011, Series B (the "Series
B Securities" and, together with the Series A Securities, the "Securities"), of
substantially the tenor and amount hereinafter set forth, and to provide
therefor the Company has duly authorized the execution and delivery of this
Indenture and the Securities;

                  This Indenture is subject to, and shall be governed by, the
provisions of the Trust Indenture Act that are required to be part of and to
govern indentures qualified under the Trust Indenture Act;

                  All acts and things necessary have been done to make (i) the
Securities, when duly issued and executed by the Company and authenticated and
delivered hereunder, the valid obligations of the Company and (ii) this
Indenture a valid agreement of the Company in accordance with the terms of this
Indenture;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section  101.     Definitions.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (a)      the terms defined in this Article have the meanings
assigned to them in this Article, and include the plural as well as the
singular;

                  (b)      all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

                  (c)      all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with GAAP;


                                      -1-
<PAGE>

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

                  (e)      all references to $, US$, dollars or United States
dollars shall refer to the lawful currency of the United States of America; and

                  (f)      all references herein to particular Sections or
Articles refer to this Indenture unless otherwise so indicated.

                  Certain terms used principally in Article Four are defined in
Article Four.

                  "Acquired Indebtedness" means Indebtedness of a Person (1)
existing at the time such Person becomes a Restricted Subsidiary or (2) assumed
in connection with the acquisition of assets from such Person, in each case,
other than Indebtedness incurred in connection with, or in contemplation of,
such Person becoming a Restricted Subsidiary or such acquisition, as the case
may be. Acquired Indebtedness shall be deemed to be incurred on the date of the
related acquisition of assets from any Person or the date the acquired Person
becomes a Restricted Subsidiary, as the case may be.

                  "Additional Securities" means up to $100.0 million aggregate
principal amount of Securities (other than the Initial Securities) issued under
this Indenture in accordance with Sections 303 and 1108 hereof, as part of the
same series as the Initial Securities. The Initial Securities and any Additional
Securities subsequently issued under this Indenture shall be treated as a single
class for all purposes under this Indenture, including, without limitation,
waivers, amendments, redemptions, and offers to purchase.

                  "Affiliate" means, with respect to any specified Person: (1)
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person; (2) any other
Person that owns, directly or indirectly, 5% or more of any class or series of
such specified Person's (or any of such Person's direct or indirect parent's)
Capital Stock or any officer or director of any such specified Person or other
Person or, with respect to any natural Person, any person having a relationship
with such Person by blood, marriage or adoption not more remote than first
cousin; or (3) any other Person 5% or more of the Voting Stock of which is
beneficially owned or held directly or indirectly by such specified Person. For
the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through ownership of voting securities,
by contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, Euroclear and
Clearstream, in each case to the extent applicable to such transaction and as in
effect at the time of such transfer or transaction.


                                      -2-
<PAGE>

                  "Asset Sale" means any sale, issuance, conveyance, transfer,
lease or other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of:

         (1)      any Capital Stock of any Restricted Subsidiary;

         (2)      all or substantially all of the properties and assets of any
                  division or line of business of the Company or any Restricted
                  Subsidiary; or

         (3)      any other properties or assets of the Company or any
                  Restricted Subsidiary other than in the ordinary course of
                  business.

         For the purposes of this definition, the term "Asset Sale" shall not
include any transfer of properties and assets

         (A)      that is governed by the provisions described under Article
                  Eight hereof,

         (B)      that is by the Company to any Restricted Subsidiary, or by any
                  Restricted Subsidiary to the Company or any Restricted
                  Subsidiary in accordance with the terms of this Indenture,

         (C)      that would be within the definition of a "Restricted Payment"
                  in Section 1009 and would be permitted to be made as a
                  Restricted Payment (and shall be deemed a Restricted Payment)
                  under such Section,

         (D)      that is of obsolete equipment in the ordinary course of
                  business, or

         (E)      the Fair Market Value of which in the aggregate does not
                  exceed $1 million in any transaction or series of related
                  transactions.

                  "Asset Swap" means the exchange by the Company or a Restricted
Subsidiary of a portion of its property, business or assets, in the ordinary
course of business, for property, business or assets which, or Capital Stock of
a Person all or substantially all of whose assets, are of a type used in the
business of the Company on the date of this Indenture or in a Permitted
Business, or a combination of any property, business or assets or Capital Stock
of such a Person and cash or Cash Equivalents.

                  "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (1) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (2) the sum of all such principal payments.

                  "Bankruptcy Law" means Title 11, United States Bankruptcy Code
of 1978, or any similar United States federal or state law or foreign law
relating to bankruptcy, insolvency,


                                      -3-
<PAGE>

receivership, winding up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.

                  "Board of Directors" means the board of directors of the
Company or any Guarantor, as the case may be, or any duly authorized committee
of such board.

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

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions or trust companies
in The City of New York or the city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law, regulation or executive
order to close.

                  "Capital Lease Obligation" of any Person means any obligation
of such Person and its Restricted Subsidiaries on a Consolidated basis under any
capital lease of (or other agreement conveying the right to use) real or
personal property which, in accordance with GAAP, is required to be recorded as
a capitalized lease obligation.

                  "Capital Stock" of any Person means any and all shares,
interests, participations, rights in or other equivalents (however designated)
of such Person's capital stock, other equity interests whether now outstanding
or issued after the date of hereof, partnership interests (whether general or
limited), limited liability company interests, any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person,
including any Preferred Stock, and any rights (other than debt securities
convertible into Capital Stock), warrants or options exchangeable for or
convertible into such Capital Stock.

                  "Cash Equivalents" means

         (1)      any evidence of Indebtedness issued or directly and fully
                  guaranteed or insured by the United States or any agency or
                  instrumentality thereof,

         (2)      deposits, certificates of deposit or acceptances of any
                  financial institution that is a member of the Federal Reserve
                  System and whose senior unsecured debt is rated at least "A-1"
                  by Standard & Poor's Ratings Services, a division of The
                  McGraw-Hill Companies, Inc. ("S&P"), or at least "P-1" by
                  Moody's Investors Service, Inc. ("Moody's"),

         (3)      commercial paper with a maturity of 365 days or less issued by
                  a corporation (other than an Affiliate or Subsidiary of the
                  Company) organized and existing under the laws of the United
                  States of America, any state thereof or the District of


                                      -4-
<PAGE>

                  Columbia and rated at least "A-1" by S&P and at least "P-1"
                  by Moody's,

         (4)      repurchase agreements and reverse repurchase agreements
                  relating to marketable direct obligations issued or
                  unconditionally guaranteed by the United States or issued by
                  any agency thereof and backed by the full faith and credit of
                  the United States maturing within 365 days from the date of
                  acquisition, and

         (5)      money market funds which invest substantially all of their
                  assets in securities described in the preceding clauses (1)
                  through (4).

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

         (1)      any "person" or "group" (as such terms are used in Sections
                  13(d) and 14(d) of the Exchange Act), other than 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 such Person has the right to acquire, whether such
                  right is exercisable immediately or only after the passage of
                  time), directly or indirectly, of Voting Stock entitled to
                  exercise more than 35% of the total voting power of all
                  outstanding Voting Stock of the Company, provided that the
                  Permitted Holders "beneficially own" (as so defined) Voting
                  Stock entitled to exercise less than 50% of the total voting
                  power of all outstanding Voting Stock of the Company;

         (2)      during any period of two consecutive years, individuals who at
                  the beginning of such period constituted the board of
                  directors of the Company (together with any new directors
                  whose election to such board or whose nomination for election
                  by the stockholders of the Company was approved by a vote of
                  66 2/3% of the directors 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 such board of directors
                  then in office;

         (3)      the Company consolidates with or merges with or into any
                  Person or sells, assigns, conveys, transfers, leases or
                  otherwise disposes of all or substantially all of its assets
                  to any Person, or any Person consolidates with or merges into
                  or with the Company, in any such event pursuant to a
                  transaction in which the outstanding Voting Stock of the
                  Company is converted into or exchanged for cash, securities or
                  other property, other than any such transaction where

                  (A)      the outstanding Voting Stock of the Company is
                           changed into or exchanged for (1) Voting Stock of the
                           surviving corporation which is not Redeemable Capital
                           Stock or (2) cash, securities and other property
                           (other than Capital Stock of the surviving
                           corporation) in an amount which could be paid by the
                           Company as a Restricted Payment as described in
                           Section 1009 hereof (and such amount shall be treated
                           as a Restricted Payment


                                      -5-
<PAGE>

                           subject to the provisions of Section 1009 herof) and

                  (B)      immediately after such transaction, no "person" or
                           "group," other than Permitted Holders, is 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 securities
                           that such person has the right to acquire, whether
                           such right is exercisable immediately or only after
                           the passage of time), directly or indirectly, of
                           Voting Stock entitled to exercise more than 35% of
                           the total voting power of all outstanding Voting
                           Stock of the surviving corporation; or

         (4)      the Company is liquidated or dissolved or adopts a plan of
                  liquidation or dissolution other than in a transaction which
                  complies with the provisions described in Article Eight.

         For purposes of this definition, any transfer of an equity interest of
an entity that was formed for the purpose of acquiring voting stock of the
Company will be deemed to be a transfer of such portion of such voting stock as
corresponds to the portion of the equity of such entity that has been so
transferred.

                  "Class A Common Stock" means the Company's Class A Common
Stock, $0.05 par value per share.

                  "Class B Common Stock" means the Company's Class B Common
Stock, $0.05 par value per share.

                  "Clearstream" means Clearstream, societe anonyme (or any
successor securities clearing agency).

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Securities Act, Exchange Act
and Trust Indenture Act then the body performing such duties at such time.

                  "Commodity Price Protection Agreement" means any forward
contract, commodity swap, commodity option or other similar financial agreement
or arrangement relating to, or the value which is dependent upon, fluctuations
in commodity prices.

                  "Common Stock" means the Company's Class A Common Stock and
Class B Common Stock.

                  "Company" means Ingles Markets, Incorporated, a corporation
incorporated under the laws of North Carolina, until a successor Person shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor


                                      -6-
<PAGE>

Person. To the extent necessary to comply with the requirements of the
provisions of Sections 310 through 317 of the Trust Indenture Act as they are
applicable to the Company, the term "Company" shall include any other obligor
with respect to the Securities for purposes of complying with such provisions.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company, any one of its Chairman of the
Board, its President, its Chief Executive Officer, its Chief Financial Officer
or a Vice President (regardless of Vice Presidential designation), and by any
one of its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

                  "Consolidated Fixed Charge Coverage Ratio" of any Person
means, for any period, the ratio of

         (a)      the sum of Consolidated Net Income (Loss), and in each case to
                  the extent deducted in computing Consolidated Net Income
                  (Loss) for such period, Consolidated Interest Expense,
                  Consolidated Income Tax Expense, Consolidated Non-cash Charges
                  and one-third of Consolidated Rental Expense for such period,
                  of such Person and its Restricted Subsidiaries on a
                  Consolidated basis, all determined in accordance with GAAP,
                  less all noncash items increasing Consolidated Net Income for
                  such period and less all cash payments during such period
                  relating to noncash charges that were added back to
                  Consolidated Net Income in determining the Consolidated Fixed
                  Charge Coverage Ratio in any prior period to

         (b)      the sum of Consolidated Interest Expense for such period,
                  one-third of Consolidated Rental Expense and cash and noncash
                  dividends paid on any Redeemable Capital Stock or Preferred
                  Stock of such Person and its Restricted Subsidiaries during
                  such period,

in each case after giving pro forma effect (as calculated in accordance with
Article 11 of Regulation S-X under the Securities Act of 1933 or any successor
provision) to

         (1)      the incurrence of the Indebtedness giving rise to the need to
                  make such calculation and (if applicable) the application of
                  the net proceeds therefrom, including to refinance other
                  Indebtedness, as if such Indebtedness was incurred, and the
                  application of such proceeds occurred, on the first day of
                  such period;

         (2)      the incurrence, repayment or retirement of any other
                  Indebtedness by the Company and its Restricted Subsidiaries
                  since the first day of such period as if such Indebtedness was
                  incurred, repaid or retired at the beginning of such period
                  (except that, in making such computation, the amount of
                  Indebtedness under any revolving credit facility shall be
                  computed based upon the average daily balance of such
                  Indebtedness during such period);


                                      -7-
<PAGE>

         (3)      in the case of Acquired Indebtedness or any acquisition
                  occurring at the time of the incurrence of such Indebtedness,
                  the related acquisition, assuming such acquisition had been
                  consummated on the first day of such period; and

         (4)      any acquisition or disposition by the Company and its
                  Restricted Subsidiaries of any company or any business or any
                  assets out of the ordinary course of business, whether by
                  merger, stock purchase or sale or asset purchase or sale, or
                  any related repayment of Indebtedness, in each case since the
                  first day of such period, assuming such acquisition or
                  disposition had been consummated on the first day of such
                  period;

         provided that

         (1)      in making such computation, the Consolidated Interest Expense
                  attributable to interest on any Indebtedness computed on a pro
                  forma basis and (A) bearing a floating interest rate shall be
                  computed as if the rate in effect on the date of computation
                  had been the applicable rate for the entire period and (B)
                  which was not outstanding during the period for which the
                  computation is being made but which bears, at the option of
                  such Person, a fixed or floating rate of interest, shall be
                  computed by applying at the option of such Person either the
                  fixed or floating rate and

         (2)      in making such computation, the Consolidated Interest Expense
                  of such Person attributable to interest on any Indebtedness
                  under a revolving credit facility computed on a pro forma
                  basis shall be computed based upon the average daily balance
                  of such Indebtedness during the applicable period.

                  "Consolidated Income Tax Expense" of any Person means, for any
period, the provision for federal, state, local and foreign income taxes of such
Person and its Consolidated Restricted Subsidiaries for such period as
determined in accordance with GAAP.

                  "Consolidated Interest Expense" of any Person means, without
duplication, for any period, the sum of

         (a)      the interest expense of such Person and its Restricted
                  Subsidiaries for such period, on a Consolidated basis,
                  including, without limitation,

                  (1)      amortization of debt discount,

                  (2)      the net costs associated with Interest Rate
                           Agreements, Currency Hedging Agreements and Commodity
                           Price Protection Agreements (including amortization
                           of discounts),

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


                                      -8-
<PAGE>

                  (4)      all commissions, discounts and other fees and charges
                           owed with respect to letters of credit and bankers
                           acceptance financing and

                  (5)      accrued interest, plus

         (b)      (1)      the interest component of the Capital Lease
                           Obligations paid, accrued and/or scheduled to be paid
                           or accrued by such Person and its Restricted
                           Subsidiaries during such period and

                  (2)      all capitalized interest of such Person and its
                           Restricted Subsidiaries plus

         (c)      the interest expense under any Guaranteed Debt of such Person
                  and any Restricted Subsidiary to the extent not included under
                  clause (a)(4) above, whether or not paid by such Person or its
                  Restricted Subsidiaries.

                  "Consolidated Net Income (Loss)" of any Person means, for any
period, the Consolidated net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a Consolidated basis as determined in accordance
with GAAP, adjusted, to the extent included in calculating such net income (or
loss), by excluding, without duplication,

         (1)      all extraordinary gains or losses net of taxes (less all fees
                  and expenses relating thereto),

         (2)      the portion of net income (or loss) of such Person and its
                  Restricted Subsidiaries on a Consolidated basis allocable to
                  minority interests in unconsolidated Persons or Unrestricted
                  Subsidiaries to the extent that cash dividends or
                  distributions have not actually been received by such Person
                  or one of its Consolidated Restricted Subsidiaries,

         (3)      net income (or loss) of any Person combined with such Person
                  or any of its Restricted Subsidiaries on a "pooling of
                  interests" basis attributable to any period prior to the date
                  of combination,

         (4)      any gain or loss, net of taxes, realized upon the termination
                  of any employee pension benefit plan,

         (5)      gains or losses, net of taxes (less all fees and expenses
                  relating thereto), in respect of dispositions of assets other
                  than in the ordinary course of business,

         (6)      the net income of any Restricted Subsidiary to the extent that
                  the declaration of dividends or similar distributions by that
                  Restricted Subsidiary of that income is not at the time
                  permitted, directly or indirectly, by operation of the terms
                  of its charter or any agreement, instrument, judgment, decree,
                  order, statute, rule or governmental regulation applicable to
                  that Restricted Subsidiary or its stockholders,


                                      -9-
<PAGE>

         (7)      any restoration to net income of any contingency reserve,
                  except to the extent provision for such reserve was made out
                  of income accrued at any time following the date of this
                  Indenture, or

         (8)      any net gain arising from the acquisition of any securities or
                  extinguishment, under GAAP, of any Indebtedness of such
                  Person.

                   "Consolidated Non-cash Charges" of any Person means, for any
period, the aggregate depreciation, amortization and other non-cash charges of
such Person and its Subsidiaries on a Consolidated basis for such period, as
determined in accordance with GAAP (excluding any non-cash charge which requires
an accrual or reserve for cash charges for any future period).

                  "Consolidated Rental Expense" of any Person means, for any
period, all payments made or required to be made by the Company or any of its
Restricted Subsidiaries, as lessee or sublessee under any operating lease of
real or personal property as rental payments and contingent rentals under
operating leases, in each case, as calculated in accordance with GAAP in the
manner set forth in the footnotes to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 2000.

                  "Consolidated Tangible Assets" of any Person means, at any
time, for such Person and its Restricted Subsidiaries on a consolidated basis,
an amount equal to (a) the consolidated assets of the Person and its Restricted
Subsidiaries minus (b) all Intangible Assets of the Person and its Restricted
Subsidiaries at that time.

                  "Consolidated Tangible Net Worth" of any Person means, at any
time, for such Person and its Restricted Subsidiaries on a consolidated basis,
an amount computed equal to (a) the consolidated stockholders' equity of the
Person and its Restricted Subsidiaries, minus, (b) all Intangible Assets of the
Person and its Restricted Subsidiaries, in each case as of such time.

                   "Consolidation" means, with respect to any Person, the
consolidation of the accounts of such Person and each of its subsidiaries if and
to the extent the accounts of such Person and each of its Subsidiaries would
normally be consolidated with those of such Person, all in accordance with GAAP.
The term "Consolidated" shall have a similar meaning.

                  "Corporate Trust Office" means the office of the Trustee or an
affiliate or agent thereof at which at any particular time the corporate trust
business for the purposes of this Indenture shall be principally administered,
which office at the date of execution of this Indenture is located at 180 East
5th Street, St. Paul, Minnesota 55101.

                   "Currency Hedging Agreements" means one or more of the
following agreements which shall be entered into by one or more financial
institutions: foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect against the fluctuations
in currency values.


                                      -10-
<PAGE>

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

                  "Depositary" means, with respect to the Securities issued in
the form of one or more Book-Entry Securities, The Depository Trust Company
("DTC"), its nominees and successors, or another Person designated as Depositary
by the Company, which must be a clearing agency registered under the Exchange
Act.

                  "Designated Noncash Consideration" means the Fair Market Value
of non-cash consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated pursuant to
an officer's certificate, setting forth the basis of the valuation. The
aggregate fair market value of the Designated Noncash Consideration held by the
Company or any Restricted Subsidiary at any given time, taken together with the
fair market value at the time of receipt of all other Designated Noncash
Consideration received and still held by the Company or any Restricted
Subsidiary at such time, may not exceed the greater of (x) $20 million in
aggregate or (y) 2% of the Company's Consolidated Tangible Assets, at the time
of the receipt of the Designated Noncash Consideration (with the fair market
value being measured at the time received and without giving effect to
subsequent changes in value).

                  "Designated Senior Indebtedness" means any Senior Indebtedness
which at the time of determination has an aggregate principal amount outstanding
of at least $25 million and which is specifically designated in the instrument
evidencing such Senior Indebtedness or the agreement under which such Senior
Indebtedness arises as "Designated Senior Indebtedness" by the Company. With
respect to any lender having more than one Senior Indebtedness facility
outstanding with the Company, only those facilities that individually have an
outstanding principal amount of at least $25 million may qualify as Designated
Senior Indebtedness and Indebtedness under different facilities may not be
aggregated to satisfy such threshold requirement.

                  "Disinterested Director" means, with respect to any
transaction or series of related transactions, a member of the Board of
Directors of the Company who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of related
transactions.

                  "Euroclear" means the Euroclear Clearance System (or any
successor securities clearing agency).

                  "Event of Default" has the meaning specified in Section 501.

                  "Exchange Act" means the Securities Exchange Act of 1934, or
any successor statute, and the rules and regulations promulgated by the
Commission thereunder.

                  "Exchange Offer" means the exchange offer by the Company of
Series B Securities for Series A Securities to be effected pursuant to Section
2.1 of the Registration Rights


                                      -11-
<PAGE>

Agreement.

                  "Exchange Offer Registration Statement" means the registration
statement under the Securities Act contemplated by Section 2.1 of the
Registration Rights Agreement.

                  "Fair Market Value" means, with respect to any asset or
property, the sale value that would be obtained in an arm's-length free market
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy. Fair Market Value
shall be determined by the Board of Directors of the Company acting in good
faith and shall be evidenced by a resolution of the Board of Directors.

                   "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States, consistently
applied, which are in effect on the date of this Indenture.

                  "Global Securities" means the Rule 144A Global Securities, the
Regulation S Global Securities, if any, and the Series B Global Securities to be
issued as Book-Entry Securities issued to the Depositary in accordance with
Section 306.

                  "Guarantee" means the guarantee by any Guarantor of the
Company's Indenture Obligations.

                  "Guaranteed Debt" of any Person means, without duplication,
all Indebtedness of any other Person referred to in the definition of
Indebtedness below guaranteed directly or indirectly in any manner by such
Person, or in effect guaranteed directly or indirectly by such Person through an
agreement

         (1)      to pay or purchase such Indebtedness or to advance or supply
                  funds for the payment or purchase of such Indebtedness,

         (2)      to purchase, sell or lease (as lessee or lessor) property, or
                  to purchase or sell services, primarily for the purpose of
                  enabling the debtor to make payment of such Indebtedness or to
                  assure the holder of such Indebtedness against loss,

         (3)      to supply funds to, or in any other manner invest in, the
                  debtor (including any agreement to pay for property or
                  services without requiring that such property be received or
                  such services be rendered),

         (4)      to maintain working capital or equity capital of the debtor,
                  or otherwise to maintain the net worth, solvency or other
                  financial condition of the debtor or to cause such debtor to
                  achieve certain levels of financial performance or

         (5)      otherwise to assure a creditor against loss;

provided that the term "guarantee" shall not include endorsements for collection
or deposit, in


                                      -12-
<PAGE>

either case in the ordinary course of business.

                  "Guarantor" means any Subsidiary which becomes a guarantor of
the Securities after the date of this Indenture by executing a guarantee of the
Securities pursuant to Section 1011 or Section 1013 until a successor replaces
such party pursuant to the applicable provisions of this Indenture and,
thereafter, shall mean such successor.

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

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

         (1)      all indebtedness of such Person for borrowed money or for the
                  deferred purchase price of property or services, excluding any
                  trade payables and other accrued current liabilities arising
                  in the ordinary course of business, but including, without
                  limitation, all obligations, contingent or otherwise, of such
                  Person in connection with any letters of credit issued under
                  letter of credit facilities, acceptance facilities or other
                  similar facilities,

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

         (3)      all indebtedness created or arising under any conditional sale
                  or other title retention agreement with respect to property
                  acquired by such Person (even if the rights and remedies of
                  the seller or lender under such agreement in the event of
                  default are limited to repossession or sale of such property),
                  but excluding trade payables arising in the ordinary course of
                  business,

         (4)      all obligations under Interest Rate Agreements, Currency
                  Hedging Agreements or Commodity Price Protection Agreements of
                  such Person,

         (5)      all Capital Lease Obligations of such Person,

         (6)      all Indebtedness referred to in clauses (1) through (5) above
                  of other Persons and all dividends of other Persons, the
                  payment of which is secured by (or for which the holder of
                  such Indebtedness has an existing right, contingent or
                  otherwise, to be secured by) any Lien, upon or with respect to
                  property (including, without limitation, accounts and contract
                  rights) owned by such Person, even though such Person has not
                  assumed or become liable for the payment of such Indebtedness,

         (7)      all Guaranteed Debt of such Person,

         (8)      all Redeemable Capital Stock issued by such Person valued at
                  the greater of its voluntary or involuntary maximum fixed
                  repurchase price plus accrued and unpaid dividends,


                                      -13-
<PAGE>

         (9)      Preferred Stock of any Restricted Subsidiary of the Company or
                  any Guarantor and

         (10)     any amendment, supplement, modification, deferral, renewal,
                  extension, refunding or refinancing of any liability of the
                  types referred to in clauses (1) through (9) above.

For purposes hereof, the "maximum fixed repurchase price" of any Redeemable
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of such Redeemable Capital Stock as if such
Redeemable Capital Stock were purchased on any date on which Indebtedness shall
be required to be determined pursuant to this Indenture, and if such price is
based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such Fair Market Value to be determined in good faith by the board of
directors of the issuer of such Redeemable Capital Stock.

                  "Indenture" means this instrument as originally executed
(including all exhibits and schedules thereto) and as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

                  "Indenture Obligations" means the obligations of the Company
and any other obligor under this Indenture or under the Securities, including
any Guarantor, to pay principal of, premium, if any, and interest when due and
payable, and all other amounts due or to become due under or in connection with
this Indenture, the Securities and the performance of all other obligations to
the Trustee and the holders under this Indenture and the Securities, according
to the respective terms thereof.

                  "Initial Securities" means the first $250.0 million aggregate
principal amount of the Securities issued under this Indenture on the date
hereof.

                  "Initial Purchasers" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated, First Union Securities, Inc., Banc of America Securities LLC
and ABN AMRO Incorporated.

                  "Intangible Assets" means intellectual property, goodwill and
other intangible assets, in each case determined in accordance with GAAP.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                  "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

                  "Investment" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit or capital contribution to (by


                                      -14-
<PAGE>

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,
acquisition or ownership by such Person of any Capital Stock, bonds, notes,
debentures or other securities issued or owned by any other Person and all other
items that would be classified as investments on a balance sheet prepared in
accordance with GAAP.

                  "Issue Date" means the original issue date of the Securities
under this Indenture.

                  "Lien" means any mortgage or deed of trust, charge, pledge,
lien (statutory or otherwise), privilege, security interest, assignment,
deposit, arrangement, easement, hypothecation, claim, preference, priority or
other encumbrance upon or with respect to any property of any kind (including
any conditional sale, capital lease or other title retention agreement, any
leases in the nature thereof, and any agreement to give any security interest),
real or personal, movable or immovable, now owned or hereafter acquired. A
Person will be deemed to own subject to a Lien any property which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, Capital Lease Obligation or other title retention
agreement.

                  "Maturity" means, when used with respect to the Securities,
the date on which the principal of the Securities becomes due and payable as
therein provided or as provided in this Indenture, whether at Stated Maturity,
the Offer Date or the Redemption Date and whether by declaration of
acceleration, Offer in respect of Excess Proceeds, Change of Control Offer in
respect of a Change of Control, call for redemption or otherwise.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor rating agency.

                  "Net Cash Proceeds" means

         (a)      with respect to any Asset Sale by any Person, the proceeds
                  thereof (without duplication in respect of all Asset Sales) in
                  the form of cash or Cash Equivalents including payments in
                  respect of deferred payment obligations when received in the
                  form of, or stock or other assets when disposed of for, cash
                  or Equivalents (except to the extent that such obligations are
                  financed or sold with recourse to the Company or any
                  Restricted Subsidiary) net of

                  (1)      brokerage commissions and other reasonable fees and
                           expenses (including fees and expenses of counsel and
                           investment bankers) related to such Asset Sale,

                  (2)      provisions for all taxes payable as a result of such
                           Asset Sale,

                  (3)      payments made to retire Indebtedness where payment of
                           such Indebtedness is secured by the assets or
                           properties the subject of such Asset Sale,

                  (4)      amounts required to be paid to any Person (other than
                           the Company or any


                                      -15-
<PAGE>

                           Restricted Subsidiary) owning a beneficial interest
                           in the assets subject to the Asset Sale and

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

         (b)      with respect to any issuance or sale of Capital Stock or
                  options, warrants or rights to purchase Capital Stock, or debt
                  securities or Capital Stock that have been converted into or
                  exchanged for Capital Stock as referred to in Section 1009,
                  the proceeds of such issuance or sale in the form of cash or
                  Cash Equivalents including payments in respect of deferred
                  payment obligations when received in the form of, or stock or
                  other assets when disposed of for, cash or Cash Equivalents
                  (except to the extent that such obligations are financed or
                  sold with recourse to the Company or any Restricted
                  Subsidiary), net of attorney's fees, accountant's fees and
                  brokerage, consultation, underwriting and other fees and
                  expenses actually incurred in connection with such issuance or
                  sale and net of taxes paid or payable as a result thereof.

                  "Non-Recourse Real Estate Subsidiary" means a Restricted
Subsidiary of the Company designated as a Non-Recourse Real Estate Subsidiary
and substantially all of whose assets consist of real property, buildings,
additions and accessions thereto and related assets; provided that (x) the
Company may not designate a Restricted Subsidiary as a Non-Recourse Real Estate
Subsidiary if a Default shall have occurred and be continuing at the time of or
after giving effect to such designation, (y) the Company and the Restricted
Subsidiary may not be directly or indirectly obligated to make additional
Investments in the Non-Recourse Real Estate Subsidiary after its initial
financing transaction and (z) neither the Company nor any Restricted Subsidiary
which is not a Non-Recourse Real Estate Subsidiary is directly or indirectly
liable as to any Indebtedness of such Non-Recourse Real Estate Subsidiary (by
virtue of the Company or any such Restricted Subsidiary being the primary
obligor on, guarantor of, or otherwise liable in any respect to, such
Indebtedness), and which, upon the occurrence of a default with respect to such
Indebtedness of such Non-Recourse Real Estate Subsidiary, does not result in, or
permit any holder of any Indebtedness of the Company or any Restricted
Subsidiary other than a Non-Recourse Real Estate Subsidiary to declare, a
default on such Indebtedness of the Company or any Restricted Subsidiary other
than a Non-Recourse Real Estate Subsidiary or cause the payment of Indebtedness
of the Company or any Restricted Subsidiary other than any Non-Recourse Real
Estate Subsidiary to be accelerated or payable prior to its Stated Maturity;
provided further that notwithstanding the foregoing any Non-Recourse Real Estate
Subsidiary


                                      -16-
<PAGE>

may guarantee the Notes. On the date hereof, Shopping Center Financing, LLC and
Shopping Center Financing II, LLC are Non-Recourse Real Estate Subsidiaries.

                  "Non-U.S. Person" means a Person that is not a "U.S. person"
as defined in Regulation S under the Securities Act.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President, the Chief Executive Officer, the Chief
Financial Officer or a Vice President (regardless of Vice Presidential
designation), and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company or any Guarantor, as the case may be, and in
form and substance reasonably satisfactory to, and delivered to, the Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, any Guarantor or the Trustee, unless an Opinion
of Independent Counsel is required pursuant to the terms of this Indenture, and
who shall be acceptable to the Trustee, and which opinion shall be in form and
substance reasonably satisfactory to the Trustee.

                  "Opinion of Independent Counsel" means a written opinion of
counsel which is issued by a Person who is not an employee, director or
consultant (other than non-employee legal counsel) of the Company and who shall
be acceptable to the Trustee, and which opinion shall be in form and substance
reasonably satisfactory to the Trustee.

                  "Outstanding" when used with respect to Securities means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (a)      Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;

                  (b)      Securities, or portions thereof, for whose payment or
redemption money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent (other than the Company or any Affiliate thereof) in
trust or set aside and segregated in trust by the Company (if the Company or any
Affiliate thereof shall act as its own Paying Agent) for the Holders of such
Securities; provided that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or provision therefor
reasonably satisfactory to the Trustee has been made;

                  (c)      Securities, to the extent provided in Sections 402
and 403, with respect to which the Company has effected defeasance or covenant
defeasance as provided in Article Four; and

                  (d)      Securities in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture,
other than any such Securities in respect of which there shall have been
presented to the Trustee and the Company proof reasonably satisfactory to each
of them that such Securities are held by a bona fide purchaser in whose hands


                                      -17-
<PAGE>

the Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company, any Guarantor, or any other obligor upon the Securities or any
Affiliate of the Company, any Guarantor or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the reasonable satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the Company,
any Guarantor or any other obligor upon the Securities or any Affiliate of the
Company, any Guarantor or such other obligor.

                  "Pari Passu Indebtedness" means (a) any Indebtedness of the
Company that is equal in right of payment to the Securities and (b) with respect
to any Guarantee, Indebtedness which ranks equal in right of payment to such
Guarantee.

                  "Paying Agent" means any Person (including the Company)
authorized by the Company to pay the principal of, premium, if any, or interest
on, any Securities on behalf of the Company.

                  "Permitted Business" means the lines of business conducted by
the Company and its Restricted Subsidiaries on the date hereof and business
reasonably related, complimentary or ancillary thereto, including reasonably
related extensions or expansions thereof.

                  "Permitted Holders" means (i) Robert P. Ingle, (ii) the
spouse, issue, issues' spouses or grandchildren or other members of the
immediate family of Robert P. Ingle or such other person; (iii) any trusts
created for the benefit of the Persons described in clauses (i), (ii) or (iv) or
any trust for the benefit of any such trust; (iv) in the event of the
incompetence or death of any of the Persons described in clauses (i) and (ii),
such Person's estate, executor, administrator, committee or other personal
representative or beneficiaries, in each case who at any particular date shall
beneficially own or have the right to acquire, directly or indirectly, Equity
Interests of the Company; or (v) the Ingles Markets, Incorporated
Investment/Profit Sharing Plan and Trust.

                  "Permitted Investment" means

         (1)      Investments in any Restricted Subsidiary (other than
                  Non-Recourse Real Estate Subsidiaries) or any Person which, as
                  a result of such Investment, (a) becomes a Restricted
                  Subsidiary or (b) is merged or consolidated with or into, or
                  transfers or conveys substantially all of its assets to, or is
                  liquidated into, the Company or any Restricted Subsidiary;

         (2)      Indebtedness of the Company or a Restricted Subsidiary
                  described under clauses


                                      -18-
<PAGE>

                  (v), (vi), (vii) and (viii) of the definition of "Permitted
                  Indebtedness" in Section 1008;

         (3)      Investments in any of the Notes;

         (4)      Cash Equivalents;

         (5)      Investments in Non-Recourse Real Estate Subsidiaries at any
                  one time outstanding in an aggregate amount not to exceed $20
                  million, plus the Fair Market Value of the assets in
                  Non-Recourse Real Estate Subsidiaries on the date of this
                  Indenture plus any Real Estate Subsidiary Financing Proceeds
                  which are either used to permanently repay Senior Indebtedness
                  or invested in properties or assets of the Company or any
                  Restricted Subsidiary used in their existing business within
                  180 days after receipt of such cash;

         (6)      Investments acquired by the Company or any Restricted
                  Subsidiary in connection with an Asset Sale permitted under
                  Section 1012 to the extent such Investments are non-cash
                  proceeds as permitted under such Section 1012;

         (7)      Investments in existence on the date of this Indenture; and

         (8)      in addition to Investments pursuant to clauses (1) through (7)
                  above, Investments in the aggregate not to exceed the greater
                  of (a) $25.0 million or (b) 2.5% of Consolidated Tangible
                  Assets, at any one time outstanding.

In connection with any assets or property contributed or transferred to any
Person as an Investment, such property and assets shall be equal to the Fair
Market Value (as determined by the Company's Board of Directors) at the time of
Investment.

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

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 308 in exchange for a
mutilated Security or in lieu of a lost, destroyed or stolen Security shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Security.

                  "Preferred Stock" means, with respect to any Person, any
Capital Stock of any class or classes (however designated) which is preferred as
to the payment of dividends or distributions, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
Person, over the Capital Stock of any other class in such Person.

                  "Prospectus" means the prospectus included in a Registration
Statement,


                                      -19-
<PAGE>

including any preliminary prospectus, and any such prospectus as amended or
supplemented by any prospectus supplement, including any such prospectus
supplement with respect to the terms of the offering of any portion of the
Series A Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective amendments,
and in each case including all material incorporated by reference therein.

                  "Public Equity Offering" means an underwritten public offering
of common stock (other than Redeemable Capital Stock) of the Company with gross
proceeds to the Company of at least $25 million pursuant to a registration
statement that has been declared effective by the Commission pursuant to the
Securities Act (other than a registration statement on Form S-4 (or any
successor form covering substantially the same transactions), Form S-8 (or any
successor form covering substantially the same transactions) or otherwise
relating to equity securities issuable under any employee benefit plan of the
Company).

                  "Purchase Money Obligation" means any Indebtedness secured by
a Lien on assets related to the business of the Company or any Restricted
Subsidiary and any additions and accessions thereto, which are purchased by the
Company at any time after the Securities are issued; provided that

         (1)      the security agreement or conditional sales or other title
                  retention contract pursuant to which the Lien on such assets
                  is created (collectively a "Purchase Money Security
                  Agreement") shall be entered into (a) within 180 days after
                  the purchase or substantial completion of the construction of
                  such assets or (b) at any time with respect to refinancings of
                  Purchase Money Obligations, and shall at all times be confined
                  solely to the assets so purchased or acquired, any additions
                  and accessions thereto and any proceeds therefrom, and

         (2)      (A) the aggregate outstanding principal amount of Indebtedness
                  secured thereby (determined on a per asset basis in the case
                  of any additions and accessions) shall not at the time such
                  Purchase Money Security Agreement is entered into exceed 100%
                  of the purchase price to the Company of the assets subject
                  thereto or (B) the Indebtedness secured thereby shall be with
                  recourse solely to the assets so purchased or acquired, any
                  additions and accessions thereto and any proceeds therefrom.

                  "Qualified Capital Stock" of any Person means any and all
Capital Stock of such Person other than Redeemable Capital Stock.

                  "Real Estate Subsidiary Financing Proceeds" means any cash
permanently received by the Company or any Restricted Subsidiary (other than a
Non-Recourse Real Estate Subsidiary) in connection with an Investment in a
Non-Recourse Real Estate Subsidiary and the transactions contemplated thereby.

                  "Redeemable Capital Stock" means any Capital Stock that,
either by its terms or by the terms of any security into which it is convertible
or exchangeable or otherwise, is or upon


                                      -20-
<PAGE>

the happening of an event or passage of time would be, required to be redeemed
prior to the final Stated Maturity of the principal of the Securities or is
redeemable at the option of the holder thereof at any time prior to such final
Stated Maturity (other than upon a change of control of or sale of assets by the
Company in circumstances where the holders of the Securities would have similar
rights), or is convertible into or exchangeable for debt securities at any time
prior to such final Stated Maturity at the option of the holder thereof.

                  "Redemption Date" when used with respect to any Security to be
redeemed pursuant to any provision in this Indenture means the date fixed for
such redemption by or pursuant to this Indenture.

                  "Redemption Price" when used with respect to any Security to
be redeemed pursuant to any provision in this Indenture means the price at which
it is to be redeemed pursuant to this Indenture.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of December 11, 2001 between the Company and the Initial
Purchasers.

                  "Registration Statement" means any registration statement of
the Company and any Guarantors which covers any of the Series A Securities (and
any related guarantees) or Series B Securities (and any related guarantees)
pursuant to the provisions of the Registration Rights Agreement, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the May 15 or November 15 (whether or not a Business Day)
next preceding such Interest Payment Date.

                  "Regulation S" means Regulation S under the Securities Act, as
amended from time to time.

                  "Regulation S Global Securities" means one or more permanent
global Securities in registered form representing the aggregate principal amount
of Securities sold in reliance on Regulation S under the Securities Act.

                  "Responsible Officer" when used with respect to the Trustee
means any officer or employee assigned to the Corporate Trust Office or any
agent of the Trustee appointed hereunder, including any vice president,
assistant vice president, secretary, assistant secretary, or any other officer
or assistant officer of the Trustee or any agent of the Trustee appointed
hereunder to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.

                  "Restricted Subsidiary" means any Subsidiary of the Company
that has not been designated by the Board of Directors of the Company by a Board
Resolution delivered to the


                                      -21-
<PAGE>

Trustee as an Unrestricted Subsidiary pursuant to and in compliance with Section
1017.

                  "Rule 144A" means Rule 144A under the Securities Act, as
amended from time to time.

                  "Rule 144A Global Securities" means one or more permanent
global Securities in registered form representing the aggregate principal amount
of Securities sold in reliance on Rule 144A under the Securities Act.

                  "S&P" means Standard & Poor's Rating Group, a division of
McGraw Hill, Inc. or any successor rating agency.

                  "Securities" shall have the meaning set forth in the Recitals.
The Initial Securities and the Additional Securities shall be treated as a
single class for all purposes under this Indenture.

                  "Securities Act" means the Securities Act of 1933, or any
successor statute, and the rules and regulations promulgated by the Commission
thereunder.

                  "Senior Indebtedness" means the principal of, premium, if any,
and interest (including interest, to the extent allowable, accruing after the
filing of a petition initiating any proceeding under any state, federal or
foreign bankruptcy law) on any Indebtedness of the Company (other than as
otherwise provided in this definition), whether outstanding on the date of this
Indenture or thereafter created, incurred or assumed, and whether at any time
owing, actually or contingent, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Securities.

         Notwithstanding the foregoing, "Senior Indebtedness" shall not include

         (1)      Indebtedness evidenced by the Securities,

         (2)      Indebtedness that is subordinate or junior in right of payment
                  to any Indebtedness of the Company,

         (3)      Indebtedness which when incurred and without respect to any
                  election under Section 1111(b) of Title 11 United States Code,
                  is without recourse to the Company,

         (4)      Indebtedness which is represented by Redeemable Capital Stock,

         (5)      any liability for foreign, federal, state, local or other
                  taxes owed or owing by the Company to the extent such
                  liability constitutes Indebtedness,

         (6)      Indebtedness of the Company to a Subsidiary or any other
                  Affiliate of the


                                      -22-
<PAGE>

                  Company or any of such Affiliate's Subsidiaries,

         (7)      to the extent it might constitute Indebtedness, amounts owing
                  for goods, materials or services purchased in the ordinary
                  course of business or consisting of trade accounts payable
                  owed or owing by the Company, and amounts owed by the Company
                  for compensation to employees or services rendered to the
                  Company, and

         (8)      that portion of any Indebtedness which at the time of issuance
                  is issued in violation of this Indenture.

                  "Senior Guarantor Indebtedness" means the principal of,
premium, if any, and interest (including interest, to the extent allowable,
accruing after the filing of a petition initiating any proceeding under any
state, federal or foreign bankruptcy law) on any Indebtedness of any Guarantor
(other than as otherwise provided in this definition), whether outstanding on
the date of this Indenture or thereafter created, incurred or assumed, and
whether at any time owing, actually or contingent, unless, in the case of any
particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to any Guarantee.
Notwithstanding the foregoing, "Senior Guarantor Indebtedness" shall not include

         (1)      Indebtedness evidenced by the Guarantees,

         (2)      Indebtedness that is subordinated or junior in right of
                  payment to any Indebtedness of any Guarantor,

         (3)      Indebtedness which when incurred and without respect to any
                  election under Section 1111(b) of Title 11 United States Code,
                  is without recourse to any Guarantor,

         (4)      Indebtedness which is represented by Redeemable Capital Stock,

         (5)      any liability for foreign, federal, state, local or other
                  taxes owed or owing by any Guarantor to the extent such
                  liability constitutes Indebtedness,

         (6)      Indebtedness of any Guarantor to a Subsidiary or any other
                  Affiliate of the Company or any of such Affiliate's
                  Subsidiaries,

         (7)      to the extent it might constitute Indebtedness, amounts owing
                  for goods, materials or services purchased in the ordinary
                  course of business or consisting of trade accounts payable
                  owed or owing by such Guarantor, and amounts owed by such
                  Guarantor for compensation to employees or services rendered
                  to such Guarantor,

         (8)      that portion of any Indebtedness which at the time of issuance
                  is issued in violation of this Indenture and


                                      -23-
<PAGE>

         (9)      Indebtedness evidenced by any guarantee of any Subordinated
                  Indebtedness or Pari Passu Indebtedness.

                  "Senior Representative" means the agent or representative of
holders of any Designated Senior Indebtedness.

                  "Series B Global Securities" means one or more permanent
Global Securities in registered form representing the aggregate principal amount
of Series B Securities exchanged for Series A Securities pursuant to the
Exchange Offer.

                  "Shelf Registration Statement" means a "shelf" registration
statement of the Company and the Guarantors, if any, pursuant to Section 2.2 of
the Registration Rights Agreement, which covers all of the Registrable
Securities (as defined in the Registration Rights Agreement) on an appropriate
form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the Commission, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 309.

                  "Stated Maturity" means, when used with respect to any
Indebtedness or any installment of interest thereon, the dates specified in such
Indebtedness as the fixed date on which the principal of such Indebtedness or
such installment of interest, as the case may be, is due and payable.

                  "Subordinated Indebtedness" means Indebtedness of the Company
or a Guarantor subordinated in right of payment to the Securities or a
Guarantee, as the case may be.

                  "Subsidiary" of a Person means

         (1)      any corporation more than 50% of the outstanding voting power
                  of the Voting Stock of which is owned or controlled, directly
                  or indirectly, by such Person or by one or more other
                  Subsidiaries of such Person, or by such Person and one or more
                  other Subsidiaries thereof, or

         (2)      any limited partnership of which such Person or any Subsidiary
                  of such Person is a general partner, or

         (3)      any other Person in which such Person, or one or more other
                  Subsidiaries of such Person, or such Person and one or more
                  other Subsidiaries, directly or indirectly, has more than 50%
                  of the outstanding partnership or similar interests or has the
                  power, by contract or otherwise, to direct or cause the
                  direction of the policies,


                                      -24-
<PAGE>

                  management and affairs thereof.

                  "Successor Security" of any particular Security means every
Security issued after, and evidencing all or a portion of the same debt as that
evidenced by, such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 308 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall
be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security.

                  "Temporary Cash Investments" means (1) any evidence of
Indebtedness, maturing not more than one year after the date of acquisition,
issued by the United States of America, or an instrumentality or agency thereof,
and guaranteed fully as to principal, premium, if any, and interest by the full
faith and credit of the United States of America, (2) any certificate of
deposit, maturing not more than one year after the date of acquisition, issued
by, or time deposit of, a commercial banking institution that is a member of the
Federal Reserve System and that has combined capital and surplus and undivided
profits of not less than $500 million, whose debt has 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, (3) commercial paper, maturing
not more than one year after the date of acquisition, issued by a corporation
(other than an Affiliate or Subsidiary of the Company) organized and existing
under the laws of the United States of America, any state thereof or the
District of Columbia 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 and (4) any money market deposit accounts issued or offered by
a domestic commercial bank having capital and surplus in excess of $500 million;
provided that the short term debt of such commercial bank has a rating, at the
time of Investment, of "P-1" (or higher) according to Moody's or "A-1" (or
higher) according to S&P.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, until a successor trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor trustee.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
or any successor statute.

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
(other than a Guarantor) designated as such pursuant to and in compliance with
the covenant described in Section 1017.

                  "Unrestricted Subsidiary Indebtedness" of any Unrestricted
Subsidiary means Indebtedness of such Unrestricted Subsidiary

         (1)      as to which neither the Company nor any Restricted Subsidiary
                  is directly or indirectly liable (by virtue of the Company or
                  any such Restricted Subsidiary being the primary obligor on,
                  guarantor of, or otherwise liable in any respect to, such
                  Indebtedness) and


                                      -25-
<PAGE>

         (2)      which, upon the occurrence of a default with respect thereto,
                  does not result in, or permit any holder of any Indebtedness
                  of the Company or any Subsidiary to declare, a default on such
                  Indebtedness of the Company or any Subsidiary or cause the
                  payment thereof to be accelerated or payable prior to its
                  Stated Maturity; provided that notwithstanding the foregoing
                  any Unrestricted Subsidiary may guarantee the Notes.

                  "Voting Stock" of a Person means Capital Stock of such Person
of the class or classes pursuant to which the holders thereof have the general
voting power in the aggregate under ordinary circumstances to elect at least a
majority of the board of directors, managers or trustees of such Person
(irrespective of whether or not at the time Capital Stock of any other class or
classes shall have or might have voting power by reason of the happening of any
contingency).

                  "Wholly Owned Restricted Subsidiary" means a Restricted
Subsidiary all the Capital Stock of which is owned by the Company or another
Wholly Owned Restricted Subsidiary (other than directors' qualifying shares).

         Section 102.      Other Definitions.

<TABLE>
<CAPTION>
                  Term                                                         Defined in Section
                  ----                                                         ------------------
                  <S>                                                           <C>
                  "Act"                                                                105
                  "Agent Members"                                                      306
                  "cash"                                                              1012
                  "Change of Control Offer"                                           1015
                  "Change of Control Purchase Date"                                   1015
                  "Change of Control Purchase Notice"                                 1015
                  "Change of Control Purchase Price"                                  1015
                  "control"                                                            101
                  "covenant defeasance"                                                403
                  "Defaulted Interest"                                                 309
                  "defeasance"                                                         402
                  "Defeasance Redemption Date"                                         404
                  "Defeased Securities"                                                401
                  "Designation"                                                       1017
                  "Designation Amount"                                                1017
                  "DTC"                                                                101
                  "Excess Proceeds"                                                   1012
                  "incur"                                                             1008
                  "Initial Period"                                                    1303
                  "maximum fixed repurchase price"                                     101
                  "Net Cash Proceeds Transaction"                                     1012
                  "Non-payment Default"                                               1303
                  "Offer"                                                             1012
                  "Offer Date"                                                        1012
</TABLE>


                                      -26-
<PAGE>

<TABLE>
                  <S>                                                             <C>
                  "Offered Price"                                                     1012
                  "Pari Passu Debt Amount"                                            1012
                  "Pari Passu Offer"                                                  1012
                  "Payment Blockage Period"                                           1303
                  "Payment Default"                                                   1303
                  "Permitted Indebtedness"                                            1008
                  "Permitted Junior Securities"                                       1302
                  "Permitted Payment"                                                 1009
                  "Private Placement Legend"                                           202
                  "Purchase Money Security Agreement"                                  101
                  "Real Estate Subsidiary Financing Proceeds"                          101
                  "refinancing"                                                       1008
                  "Registration Default"                                               202
                  "Required Filing Date"                                              1018
                  "Restricted Payments"                                               1009
                  "Restricted Period"                                                  201
                  "Revocation"                                                        1017
                  "Securities"                                                    Recitals
                  "Security Amount"                                                   1012
                  "Security Register"                                                  305
                  "Security Registrar"                                                 305
                  "Series A Securities"                                           Recitals
                  "Series B Securities"                                           Recitals
                  "Special Payment Date"                                               309
                  "Surviving Entity"                                                   801
                  "Surviving Guarantor Entity"                                         801
                  "transfer"                                                           101
                  "U.S. Government Obligations"                                        404
</TABLE>

         Section 103.      Compliance Certificates and Opinions.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company and any
Guarantor (if applicable) and any other obligor on the Securities (if
applicable) shall furnish to the Trustee an Officers' Certificate in a form and
substance reasonably acceptable to the Trustee stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant
compliance with which constitutes a condition precedent) relating to the
proposed action have been complied with, and an Opinion of Counsel in a form and
substance reasonably acceptable to the Trustee stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with,
except that, in the case of any such application or request as to which the
furnishing of such certificates or opinions is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

                  Every certificate or Opinion of Counsel with respect to
compliance with a


                                      -27-
<PAGE>

condition or covenant provided for in this Indenture shall include:

                  (a)      a statement that each individual signing such
certificate or individual or firm signing such opinion has read and understands
such covenant or condition and the definitions herein relating thereto;

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

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

                  (d)      a statement as to whether, in the opinion of each
such individual or such firm, such condition or covenant has been complied with.

         Section 104.      Form of Documents Delivered to Trustee.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company, any
Guarantor or other obligor on the Securities may be based, insofar as it relates
to legal matters, upon a certificate or opinion of, or representations by,
counsel, unless such officer knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to the
matters upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers
of the Company, any Guarantor or other obligor on the Securities stating that
the information with respect to such factual matters is in the possession of the
Company, any Guarantor or other obligor on the Securities, unless such officer
or counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous. Opinions of Counsel required to be delivered to the Trustee may have
qualifications customary for opinions of the type required and counsel
delivering such Opinions of Counsel may rely on certificates of the Company, any
Guarantor or government or other officials customary for opinions of the type
required, including certificates certifying as to matters of fact, including
that various financial covenants have been complied with.

                  Any certificate or opinion of an officer of the Company, any
Guarantor or other obligor on the Securities may be based, insofar as it relates
to accounting matters, upon a


                                      -28-
<PAGE>

certificate or opinion of, or representations by, an accountant or firm of
accountants in the employ of the Company or any Guarantor unless such officer
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to the accounting matters upon which
his certificate or opinion may be based are erroneous. Any certificate or
opinion of any independent firm of public accountants filed with the Trustee
shall contain a statement that such firm is independent with respect to the
Company and any Guarantors.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

         Section 105.      Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section 105.

                  (b)      The ownership of Securities shall be proved by the
Security Register.

                  (c)      Any request, demand, authorization, direction,
notice, consent, waiver or other Act by the Holder of any Security shall bind
every future Holder of the same Security or the Holder of every Security issued
upon the transfer thereof or in exchange therefor or in lieu thereof, in respect
of anything done, suffered or omitted to be done by the Trustee, any Paying
Agent or the Company, any Guarantor or any other obligor of the Securities in
reliance thereon, whether or not notation of such action is made upon such
Security.

                  (d)      The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (e)      If the Company shall solicit from the Holders any
request, demand,


                                      -29-
<PAGE>

authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of such Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding Trust Indenture Act
Section 316(c), any such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not more than 30 days
prior to the first solicitation of Holders generally in connection therewith and
no later than the date such first solicitation is completed.

                  If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for purposes of
determining whether Holders of the requisite proportion of Securities then
Outstanding have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for this
purpose the Securities then Outstanding shall be computed as of such record
date; provided that no such request, demand, authorization, direction, notice,
consent, waiver or other Act by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after such record date.

                  (f)      For purposes of this Indenture, any action by the
Holders which may be taken in writing may be taken by electronic means or as
otherwise reasonably acceptable to the Trustee.

         Section 106.      Notices, etc., to the Trustee, the Company and any
Guarantor.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with:

                  (a)      the Trustee by any Holder or by the Company, or any
Guarantor or any other obligor on the Securities shall be sufficient for every
purpose (except as provided in Section 501(c)) hereunder if in writing and
mailed, first-class postage prepaid, or delivered by recognized overnight
courier, to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust Department, or at any other address previously furnished in
writing to the Holders or the Company, any Guarantor or any other obligor on the
Securities by the Trustee; or

                  (b)      the Company or any Guarantor by the Trustee or any
Holder shall be sufficient for every purpose (except as provided in Section
501(c)) hereunder if in writing and mailed, first-class postage prepaid, or
delivered by recognized overnight courier, to the Company or such Guarantor
addressed to it c/o Ingles Markets, Incorporated, 1560 U.S. Highway 70 East,
Black Mountain, North Carolina 28711, Attention: Chief Financial Officer, or at
any other address previously furnished in writing to the Trustee by the Company
or such Guarantor.


                                      -30-
<PAGE>

         Section 107.        Notice to Holders; Waiver.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, or
delivered by recognized overnight courier, to each Holder affected by such
event, at its address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Any notice when mailed to a Holder in the aforesaid manner shall
be conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause, it shall be impracticable to mail notice of any
event as required by any provision of this Indenture, then any method of giving
such notice as shall be reasonably satisfactory to the Trustee shall be deemed
to be a sufficient giving of such notice.

         Section 108.      Conflict with Trust Indenture Act.

                  If any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act or another provision which is required
or deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be.

         Section 109.      Effect of Headings and Table of Contents.

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

         Section 110.      Successors and Assigns.

                  All covenants and agreements in this Indenture by the Company
and any Guarantors shall bind their respective successors and assigns, whether
so expressed or not.

         Section 111.      Separability Clause.

                  In case any provision in this Indenture or in the Securities
or Guarantees, if any, shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining


                                      -31-
<PAGE>

provisions shall not in any way be affected or impaired thereby.

         Section 112.      Benefits of Indenture.

                  Nothing in this Indenture or in the Securities or Guarantees,
if any, express or implied, shall give to any Person (other than the parties
hereto and their successors hereunder, any Paying Agent and the Holders) any
benefit or any legal or equitable right, remedy or claim under this Indenture.

         Section 113.      GOVERNING LAW.

                  THIS INDENTURE, THE SECURITIES AND THE GUARANTEES, IF ANY,
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

         Section 114.      Legal Holidays.

                  In any case where any Interest Payment Date, Redemption Date,
Maturity or Stated Maturity of any Security shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest or principal or premium, if any, need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Redemption Date, or at
the Maturity or Stated Maturity and no interest shall accrue with respect to
such payment for the period from and after such Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, as the case may be, to the next
succeeding Business Day.

         Section 115.      Independence of Covenants.

                  All covenants and agreements in this Indenture shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenants, the fact that it would be permitted by an exception to,
or be otherwise within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or
condition exists.

         Section 116.      Schedules and Exhibits.

                  All schedules and exhibits attached hereto are by this
reference made a part hereof with the same effect as if herein set forth in
full.

         Section 117.      Counterparts.

                  This Indenture may be executed in any number of counterparts,
each of which shall be deemed an original; but all such counterparts shall
together constitute but one and the same instrument.


                                      -32-
<PAGE>

                                   ARTICLE TWO

                                 SECURITY FORMS

         Section 201.      Forms Generally.

                  The Securities, the Guarantees, if any, and the Trustee's
certificate of authentication thereon shall be in substantially the forms set
forth in this Article Two, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted hereby and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange, any organizational document or governing instrument or
applicable law or as may, consistently herewith, be determined by the officers
executing such Securities and Guarantees, as evidenced by their execution of the
Securities and Guarantees. Any portion of the text of any Security may be set
forth on the reverse thereof, with an appropriate reference thereto on the face
of the Security.

                  The definitive Securities shall be printed, lithographed or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

                  Series A Securities offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more Rule 144A Global
Securities, substantially in the form set forth in Section 202, deposited upon
issuance with the Trustee, as custodian for the Depositary, registered in the
name of the Depositary, or its nominee, in each case for credit to an account of
a direct or indirect participant of the Depositary, duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the Rule 144A Global Securities 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.

                  Series A Securities offered and sold in reliance on Regulation
S, if any, shall be issued in the form of one or more Regulation S Global
Securities, substantially in the form set forth in Section 202, deposited upon
issuance with the Trustee, as custodian for the Depositary, registered in the
name of the Depositary, or its nominee in each case for credit by the Depositary
to an account of a direct or indirect participant of the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided; provided, however, that upon such deposit through and including the
40th day after the later of the commencement of the Offering and the original
issue date of the Securities (such period through and including such 40th day,
the "Restricted Period"), all such Securities shall be credited to or through
accounts maintained at the Depositary by or on behalf of Euroclear or
Clearstream unless exchanged for interests in the Rule 144A Global Securities in
accordance with the transfer and certification requirements described below. The
aggregate principal amount of the Regulation S Global Securities, if any, may
from time to time be increased or decreased by adjustments made on the records
of the


                                      -33-
<PAGE>

Trustee, as custodian for the Depositary or its nominee, as hereinafter
provided.

                  Series B Securities exchanged for Series A Securities shall be
issued initially in the form of one or more Series B Global Securities,
substantially in the form set forth in Section 202, deposited upon issuance with
the Trustee, as custodian for the Depositary, registered in the name of the
Depositary or its nominee, in each case for credit to an account of a direct or
indirect participant of the Depositary, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Series B Global Securities 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.

         Section 202.      Form of Face of Security.

                  (a)      The form of the face of any Series A Securities
authenticated and delivered hereunder shall be substantially as follows:

                  Unless and until (i) an Initial Security is sold under an
effective Registration Statement or (ii) an Initial Security is exchanged for a
Series B Security in connection with an effective Registration Statement, in
each case pursuant to the Registration Rights Agreement, then such Initial
Security shall bear the legend set forth below (the "Private Placement Legend")
on the face thereof:

                  THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                  ACT"), OR ANY STATE SECURITIES LAWS. 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 OR UNLESS SUCH
                  TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
                  REGISTRATION AS SET FORTH BELOW.

                  BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
                  THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
                  DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE
                  144A")) OR (B) IT IS NOT A U.S. PERSON AND IS
                  ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION,
                  (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
                  SECURITY PRIOR TO THE DATE WHICH IS TWO YEARS AFTER
                  THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
                  LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF
                  THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
                  PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE
                  COMPANY, (B) PURSUANT TO A REGISTRATION


                                 -34-
<PAGE>

                  STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
                  THE SECURITIES ACT, (C) FOR SO LONG AS THE
                  SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
                  144A INSIDE THE UNITED STATES, TO A PERSON IT
                  REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
                  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR
                  ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
                  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D)
                  OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND
                  SALES TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION
                  WITHIN THE MEANING OF REGULATION S UNDER THE
                  SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
                  TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
                  TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E) TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
                  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
                  TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING
                  CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
                  THE FORM APPEARING ON THE OTHER SIDE OF THIS
                  SECURITY IS COMPLETED AND DELIVERED BY THE
                  TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS
                  "UNITED STATES," "OFFSHORE TRANSACTION," AND "U.S.
                  PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM
                  BY REGULATION S UNDER THE SECURITIES ACT.


                                 -35-
<PAGE>

                  [Legend if Security is a Global Security]

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
                  MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
                  IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
                  NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
                  TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
                  OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
                  SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
                  THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
                  MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
                  IN SECTIONS 306 AND 307 OF THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
                  COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
                  COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
                  EXCHANGE, OR PAYMENT AND ANY SUCH 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.


                                 -36-
<PAGE>
                          INGLES MARKETS, INCORPORATED

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

               8 7/8% SENIOR SUBORDINATED NOTE DUE 2011, SERIES A

                                                        CUSIP NO. ______________

No. __________                                          $_______________________

                  Ingles Markets, Incorporated, a North Carolina corporation
(herein called the "Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to __________ or registered assigns, the principal sum of __________ United
States dollars on December 1, 2011, at the office or agency of the Company
referred to below, and to pay interest thereon from December 11, 2001, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semiannually on June 1 and December 1 in each year, commencing
June 1, 2002 at the rate of 8 7/8% per annum, subject to adjustments as
described in the second following paragraph, in United States dollars, until the
principal hereof is paid or duly provided for. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

                  The Holder of this Series A Security is entitled to the
benefits of the Registration Rights Agreement between the Company and the
Initial Purchasers, dated December 11, 2001, pursuant to which, subject to the
terms and conditions thereof, the Company and any Guarantors are obligated to
consummate the Exchange Offer pursuant to which the Holder of this Security (and
related Guarantees, if any) shall have the right to exchange this Security (and
related Guarantees, if any) for 8 7/8% Senior Subordinated Notes due 2011,
Series B and related guarantees, if any, (herein called the "Series B
Securities") in like principal amount as provided therein. In addition, the
Company has agreed to use its best efforts to register the Securities for resale
under the Securities Act through a Shelf Registration Statement in the event
that the Exchange Offer is not consummated within 180 calendar days after the
original issue of the Securities or under certain other circumstances. The
Series A Securities and the Series B Securities are together (including related
Guarantees, if any) referred to as the "Securities." The Series A Securities
rank pari passu in right of payment with the Series B Securities.

                  In the event that (a) the Exchange Offer Registration
Statement is not filed with the Commission on or prior to the 60th calendar day
following the date of original issue of the Series A Securities, (b) the
Exchange Offer Registration Statement has not been declared effective on or
prior to the 150th calendar day following the date of original issue of the
Series A Securities, (c) the Exchange Offer is not consummated on or prior to
the 180th calendar day following the date of original issue of the Series A
Securities, (d) a Shelf Registration Statement is not declared effective within
(i) 90 calendar days or (ii) 30 calendar days if the Registration Statement is
not reviewed by the SEC, of the date on which the obligation to file such Shelf
Registration Statement first arose or (e) the Shelf Registration Statement is
declared effective but


                                      -37-
<PAGE>

shall thereafter become unusable for more than 30 days in the aggregate (each
such event referred to in clauses (a) through (e) above, a "Registration
Default"), the interest rate borne by the Series A Securities shall be increased
by one-quarter of one percent per annum upon the occurrence of any Registration
Default, which rate (as increased as aforesaid) will increase by an additional
one quarter of one percent each 90-day period that such additional interest
continues to accrue under any such circumstance, with an aggregate maximum
increase in the interest rate equal to one percent (1%) per annum. Following the
cure of all Registration Defaults the accrual of additional interest will cease
and the interest rate will revert to the original rate.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Series A Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Security
(or any Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time 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 this Indenture not inconsistent with the requirements of such
exchange, all as more fully provided in this Indenture.

                  Payment of the principal of, premium, if any, and interest on,
this Security, and exchange or transfer of the Security, will be made at the
office or agency of the Company maintained for that purpose (which initially
will be a corporate trust office of the Trustee located at 180 East 5th Street,
St. Paul, Minnesota 55101), or at such other office or agency as may be
maintained for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  This Security is entitled to the benefits of any future
Guarantees by any applicable Guarantors of the punctual payment when due and
performance of the Indenture Obligations made in favor of the Trustee for the
benefit of the Holders.

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in


                                      -38-
<PAGE>

the Indenture by manual signature of an authorized signer, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of its authorized
officers.

                                    INGLES MARKETS, INCORPORATED



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

Attest:



----------------------------
     Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 8 7/8% Senior Subordinated Notes due 2011,
Series A referred to in the within-mentioned Indenture.

                                    U.S. BANK, N.A., as Trustee



                                    By:
                                       -------------------------
                                       Authorized Signatory

Dated:


                                      -39-
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you wish to have this Security purchased by the Company
pursuant to Section 1012 or Section 1015, as applicable, of the Indenture, check
the Box: [ ].

                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 1012 or Section 1015 as applicable, of the
Indenture, state the amount (in original principal amount):

                               $ ---------------.



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

Signature Guarantee:
                     -----------------------------------
[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]


                                      -40-
<PAGE>

                  (b)      The form of the face of any Series B Securities
authenticated and delivered hereunder shall be substantially as follows:

                  [Legend if Security is a Global Security]

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
                  MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
                  IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
                  NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY.
                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
                  TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES
                  OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
                  SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
                  THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
                  MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
                  IN SECTIONS 306 AND 307 OF THE INDENTURE.

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
                  COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
                  COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
                  EXCHANGE, OR PAYMENT AND ANY SUCH 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.


                                 -41-
<PAGE>

                     INGLES MARKETS, INCORPORATED

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

               8 7/8% SENIOR SUBORDINATED NOTE DUE 2011, SERIES B

                                                        CUSIP NO. ______________

No. __________                                          $_______________________

                  Ingles Markets, Incorporated, a North Carolina corporation
(herein called the "Company," which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to        or registered assigns, the principal sum of          United States
dollars on December 1, 2011, at the office or agency of the Company referred to
below, and to pay interest thereon from December 11, 2001, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semiannually on June 1 and December 1 in each year, commencing June 1,
2002 at the rate of 8 7/8% per annum, in United States dollars, until the
principal hereof is paid or duly provided for; provided that to the extent
interest has not been paid or duly provided for with respect to the Series A
Security exchanged for this Series B Security, interest on this Series B
Security shall accrue from the most recent Interest Payment Date to which
interest on the Series A Security which was exchanged for this Series B
Security has been paid or duly provided for. Interest shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.

                  This Series B Security was issued pursuant to the Exchange
Offer pursuant to which the 8 7/8% Senior Subordinated Notes due 2011, Series A,
and related Guarantees, if any, (herein called the "Series A Securities") in
like principal amount were exchanged for the Series B Securities and related
Guarantees, if any. The Series B Securities rank pari passu in right of payment
with the Series A Securities.

                In addition, for any period in which the Series A Security
exchanged for this Series B Security was outstanding, in the event that (a) the
Exchange Offer Registration Statement is not filed with the Commission on or
prior to the 60th calendar day following the date of original issue of the
Series A Securities, (b) the Exchange Offer Registration Statement has not been
declared effective on or prior to the 150th calendar day following the date of
original issue of the Series A Securities, (c) the Exchange Offer is not
consummated on or prior to the 180th calendar day following the date of original
issue of the Series A Securities, (d) a Shelf Registration Statement is not
declared effective within (i) 90 calendar days or (ii) 30 calendar days if the
Registration Statement is not reviewed by the SEC, of the date on which the
obligation to file such Shelf Registration Statement first arose or (e) the
Shelf Registration Statement is declared effective but shall thereafter become
unusable for more than 30 days in the aggregate (each such event referred to in
clauses (a) through (e) above, a "Registration Default"), the interest rate
borne by the Series A Securities shall be increased by one-quarter of one
percent per annum upon the occurrence of any Registration Default, which rate
(as


                                 -42-
<PAGE>

increased as aforesaid) will increase by an additional one quarter of one
percent each 90-day period that such additional interest continues to accrue
under any such circumstance, with an aggregate maximum increase in the interest
rate equal to one percent (1%) per annum. Following the cure of all Registration
Defaults the accrual of additional interest will cease and the interest rate
will revert to the original rate; provided that, to the extent interest at such
increased interest rate has been paid or duly provided for with respect to the
Series A Security, interest at such increased interest rate, if any, on this
Series B Security shall accrue from the most recent Interest Payment Date to
which such interest on the Series A Security has been paid or duly provided for;
provided, however, that, if after any such reduction in interest rate, a
different event specified in clause (a), (b), (c) or (d) above occurs, the
interest rate shall again be increased pursuant to the foregoing provisions.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or November 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid, or duly provided for, and interest on such
defaulted interest at the interest rate borne by the Series B Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may either be paid to the Person in whose name this Security
(or any Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time 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, all as more fully provided in this Indenture.

                  Payment of the principal of, premium, if any, and interest on,
this Security, and exchange or transfer of the Security, will be made at the
office or agency of the Company maintained for such purpose (which initially
will be a corporate trust office of the Trustee located at 180 East 5th Street,
St. Paul, Minnesota 55101), or at such other office or agency as may be
maintained for such purpose, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  This Security is entitled to the benefits of any future
Guarantees by any applicable Guarantors of the punctual payment when due and
performance of the Indenture Obligations made in favor of the Trustee for the
benefit of the Holders.


                                      -43-
<PAGE>

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof or by the
authenticating agent appointed as provided in the Indenture by manual signature
of an authorized signer, this Security shall not be entitled to any benefit
under the Indenture, or be valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed by the manual or facsimile signature of their authorized
officers.

                                    INGLES MARKETS, INCORPORATED



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

Attest:



----------------------------
     Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the 8 7/8% Senior Subordinated Notes due 2011,
Series B referred to in the within-mentioned Indenture.

                                    U.S. BANK, N.A., as Trustee



                                    By:
                                       -------------------------
                                       Authorized Signatory

Dated:


                                      -44-
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you wish to have this Security purchased by the Company
pursuant to Section 1012 or Section 1015, as applicable, of the Indenture, check
the Box: [ ].


                  If you wish to have a portion of this Security purchased by
the Company pursuant to Section 1012 or Section 1015 as applicable, of the
Indenture, state the amount (in original principal amount):

                               $ ---------------.



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

Signature Guarantee:
                     -----------------------------------
[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]

         Section 203.      Form of Reverse of Securities.

                  (a)      The form of the reverse of the Series A Securities
shall be substantially as follows:

                          INGLES MARKETS, INCORPORATED

               8 7/8% Senior Subordinated Note due 2011, Series A

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 8 7/8% Senior Subordinated Notes due 2011,
Series A (herein called the "Securities"), limited (except as otherwise provided
in the Indenture referred to below) in aggregate principal amount to
$350,000,000 (of which $250.0 million are Initial Securities and up to $100.0
million may be issued as Additional Securities) issued under and subject to the
terms of an indenture (herein called the "Indenture") dated as of December 11,
2001, between the Company and U.S. Bank, N.A., as trustee (herein called the
"Trustee," which term includes any


                                      -45-
<PAGE>

successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties, obligations and immunities thereunder of
the Company, the Guarantors, if any, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.

                  The Securities are subject to redemption at any time on or
after December 1, 2006, at the option of the Company, in whole or in part, on
not less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an
integral multiple thereof, at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning December 1 of the years indicated below:

<TABLE>
<CAPTION>
                                                   Redemption
                  Year                               Price
                  ----                             ----------
                  <S>                              <C>
                  2006.........................     104.438%
                  2007.........................     102.903%
                  2008.........................     101.369%
</TABLE>

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date).

                  In addition, at any time on or prior to December 1, 2004, the
Company, at its option, may use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Securities issued under the Indenture (including the principal amount of any
Additional Securities issued under the Indenture) at a redemption price equal to
108.875% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the Redemption Date (subject to the rights of
Holders of record on relevant record dates to receive interest due on an
Interest Payment Date); provided that at least 65% of the aggregate principal
amount of Securities (including the principal amount of any Additional
Securities issued under the Indenture) remains outstanding immediately after the
occurrence of such redemption. In order to effect the foregoing redemption, the
Company must mail a notice of redemption no later than 30 days after the closing
of the related Public Equity Offering and must consummate such redemption within
60 days of the closing of the Public Equity Offering.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof to be redeemed in
compliance with the requirements of the principal national security exchange, if
any, on which the Securities are listed, or if the Securities are not so listed,
pro rata, by lot or by any other method the Trustee shall deem fair and
reasonable. Securities redeemed in part must be redeemed only in integral
multiples of $1,000. Redemption pursuant to the provisions relating to a Public
Equity Offering must be made on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of DTC or any other depositary).


                                      -46-
<PAGE>

                  Upon the occurrence of a Change of Control, each Holder may
require the Company to purchase such Holder's Securities in whole or in part in
integral multiples of $1,000, at a purchase price in cash in an amount equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase, pursuant to a Change of Control Offer in accordance
with the procedures set forth in the Indenture.

                  Under certain circumstances, if all or a portion of the Net
Cash Proceeds received by the Company from any Asset Sale or any Real Estate
Subsidiary Financing Proceeds (collectively, a "Net Cash Proceeds Transaction")
are not required to be applied to repay permanently any Senior Indebtedness or
any Senior Guarantor Indebtedness, or if the Company determines not to apply
such Net Cash Proceeds to the permanent prepayment of such Senior Indebtedness
or Senior Guarantor Indebtedness, or if no such Senior Indebtedness or Senior
Guarantor Indebtedness is then outstanding, and if the Company has not invested
such Net Cash Proceeds in properties and assets that replace the properties and
assets that were the subject of the Net Cash Proceeds Transaction or in
properties and assets which will be used in the businesses of the Company or its
Restricted Subsidiaries existing on the date of the Indenture or in businesses
reasonably related thereto, and the aggregate amount of such Net Cash Proceeds
not used or invested within 180 days of the Net Cash Proceeds Transaction
exceeds $10.0 million or more, the Company will be required to apply such
proceeds to the repayment of the Securities and certain Pari Passu Indebtedness,
which Securities and Indebtedness are purchased at the option of the Holders as
described in the Indenture.

                  In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

                  In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

                  If an Event of Default shall occur and be continuing, the
principal amount of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Securities and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which require the consent of all of the Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors, if any, and the rights of the Holders


                                      -47-
<PAGE>

under the Indenture and the Securities and the Guarantees, if any, at any time
by the Company and the Trustee with the consent of the Holders of at least a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting, with certain
exceptions (including certain waivers which require the consent of all of the
Holders) as therein provided, the Holders of at least a majority in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, to waive compliance by the Company and the
Guarantors, if any, with certain provisions of the Indenture and the Securities
and the Guarantees, if any, and certain past Defaults under the Indenture and
the Securities and the Guarantees, if any, and their consequences. Any such
consent or waiver by or on behalf of the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Security.

                  The Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full of all Senior Indebtedness.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, any Guarantor or any other obligor on the Securities (in the event such
Guarantor or such other obligor is obligated to make payments in respect of the
Securities), which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on, this Security at the times, place, and rate,
and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  Certificated securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Rule 144A Global
Securities or the Regulation S Global Securities, if any, if (i) such Depositary
(A) has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Security or (B) has ceased to be a clearing agency
registered as such under the Exchange Act, and in either case the Company fails
to appoint a successor Depositary within 90 days, (ii) the Company, at its
option, notifies the Trustee in writing that it elects to cause the issuance of
the Securities in certificated form or (iii) there shall have occurred and be
continuing an Event of Default or any event which after notice or lapse of time
or both would be an Event of Default with respect to such Global Security. Upon
any such issuance, the Trustee is required to register such certificated Series
A Securities in the name of, and cause the same to be delivered to, such Person
or Persons (or the


                                      -48-
<PAGE>

nominee of any thereof). All such certificated Series A Securities would be
required to include the Private Placement Legend.

                  Series A Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Series A Securities are exchangeable for a
like aggregate principal amount of Securities of a differing authorized
denomination, as requested by the Holder surrendering the same.

                  At any time when the Company is not subject to Sections 13 or
15(d) of the Exchange Act, upon the written request of a Holder of a Series A
Security, the Company will promptly furnish or cause to be furnished such
information as is specified pursuant to Rule 144A(d)(4) under the Securities Act
(or any successor provision thereto) to such Holder or to a prospective
purchaser of such Series A Security who such Holder informs the Company is
reasonably believed to be a "Qualified Institutional Buyer" within the meaning
of Rule 144A under the Securities Act, as the case may be, in order to permit
compliance by such Holder with Rule 144A under the Securities Act.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and none of the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

                  All terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

                  [The Transferee Certificate, in the form of Appendix I hereto,
will be attached to the Series A Security.]

                  (b)      The form of the reverse of the Series B Securities
shall be substantially as follows:

                          INGLES MARKETS, INCORPORATED

               8 7/8% Senior Subordinated Note due 2011, Series B


                                      -49-
<PAGE>

                  This Security is one of a duly authorized issue of Securities
of the Company designated as its 8 7/8% Senior Subordinated Notes due 2011,
Series B (herein called the "Securities"), limited (except as otherwise provided
in the Indenture referred to below) in aggregate principal amount to
$350,000,000 (of which $250.0 million are Initial Securities and up to $100.0
million may be issued as Additional Securities) issued under and subject to the
terms of an indenture (herein called the "Indenture") dated as of December 11,
2001, between the Company, and U.S. Bank, N.A., as trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Guarantors, if any,
the Trustee and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

                  The Securities are subject to redemption at any time on or
after December 1, 2006 at the option of the Company, in whole or in part, on not
less than 30 nor more than 60 days' prior notice, in amounts of $1,000 or an
integral multiple thereof, at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning December 1 of the years indicated below:

<TABLE>
<CAPTION>
                                                   Redemption
                  Year                               Price
                  ----                             ----------
                  <S>                              <C>
                  2006.........................     104.438%
                  2007.........................     102.903%
                  2008.........................     101.369%
</TABLE>

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date (subject to the
rights of Holders of record on relevant record dates to receive interest due on
an Interest Payment Date).

                  In addition, at any time on or prior to December 1, 2004, the
Company, at its option, may use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Securities issued under the Indenture (including the principal amount of any
Additional Securities issued under the Indenture) at a redemption price equal to
108.875% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the Redemption Date (subject to the rights of
Holders of record on relevant record dates to receive interest due on an
Interest Payment Date); provided that at least 65% of the aggregate principal
amount of Securities (including the principal amount of any Additional
Securities issued under the Indenture) remains outstanding immediately after the
occurrence of such redemption. In order to effect the foregoing redemption, the
Company must mail a notice of redemption no later than 30 days after the closing
of the related Public Equity Offering and must consummate such redemption within
60 days of the closing of the Public Equity Offering.

                  If less than all of the Securities are to be redeemed, the
Trustee shall select the Securities or portions thereof to be redeemed in
compliance with the requirements of the


                                      -50-
<PAGE>

principal national security exchange, if any, on which the Securities are
listed, or if the Securities are not so listed, pro rata, by lot or by any other
method the Trustee shall deem fair and reasonable. Securities redeemed in part
must be redeemed only in integral multiples of $1,000. Redemption pursuant to
the provisions relating to a Public Equity Offering must be made on a pro rata
basis or on as nearly a pro rata basis as practicable (subject to the procedures
of DTC or any other depositary).

                  Upon the occurrence of a Change of Control, each Holder may
require the Company to purchase such Holder's Securities in whole or in part in
integral multiples of $1,000, at a purchase price in cash in an amount equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the date of purchase, pursuant to a Change of Control Offer in accordance
with the procedures set forth in the Indenture.

                  Under certain circumstances, if all or a portion of the Net
Cash Proceeds received by the Company from any Asset Sale or any Real Estate
Subsidiary Financing Proceeds (collectively, a "Net Cash Proceeds Transaction")
are not required to be applied to repay permanently any Senior Indebtedness or
any Senior Guarantor Indebtedness, or if the Company determines not to apply
such Net Cash Proceeds to the permanent prepayment of such Senior Indebtedness
or Senior Guarantor Indebtedness, or if no such Senior Indebtedness or Senior
Guarantor Indebtedness is then outstanding, and if the Company has not invested
such Net Cash Proceeds in properties and assets that replace the properties and
assets that were the subject of the Net Cash Proceeds Transaction or in
properties and assets which will be used in the businesses of the Company or its
Restricted Subsidiaries existing on the date of the Indenture or in businesses
reasonably related thereto, and the aggregate amount of such Net Cash Proceeds
not used or invested within 180 days of the Net Cash Proceeds Transaction
exceeds $10.0 million or more, the Company will be required to apply such
proceeds to the repayment of the Securities and certain Pari Passu Indebtedness,
which Securities and Indebtedness are purchased at the option of the Holders as
described in the Indenture.

                  In the case of any redemption or repurchase of Securities in
accordance with the Indenture, interest installments whose Stated Maturity is on
or prior to the Redemption Date will be payable to the Holders of such
Securities of record as of the close of business on the relevant Regular Record
Date or Special Record Date referred to on the face hereof. Securities (or
portions thereof) for whose redemption and payment provision is made in
accordance with the Indenture shall cease to bear interest from and after the
Redemption Date.

                  In the event of redemption or repurchase of this Security in
accordance with the Indenture in part only, a new Security or Securities for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the cancellation hereof.

                  If an Event of Default shall occur and be continuing, the
principal amount of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.


                                      -51-
<PAGE>

                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Securities and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders and certain
amendments which require the consent of all of the Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the Guarantors, if any, and the rights of the Holders under the
Indenture and the Securities and the Guarantees, if any, at any time by the
Company and the Trustee with the consent of the Holders of at least a majority
in aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting, with certain exceptions
(including certain waivers which require the consent of all of the Holders) as
therein provided, the Holders of at least a majority in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all the Securities, to waive compliance by the Company and the Guarantors, if
any, with certain provisions of the Indenture and the Securities and the
Guarantees, if any, and certain past Defaults under the Indenture and the
Securities and the Guarantees, if any, and their consequences. Any such consent
or waiver by or on behalf of the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Security.

                  The Securities are, to the extent and manner provided in
Article Thirteen of the Indenture, subordinated and subject in right of payment
to the prior payment in full of all Senior Indebtedness.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, any Guarantor or any other obligor on the Securities (in the event such
Guarantor or such other obligor is obligated to make payments in respect of the
Securities), which is absolute and unconditional, to pay the principal of,
premium, if any, and interest on, this Security at the times, place, and rate,
and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  Certificated securities shall be transferred to all beneficial
holders in exchange for their beneficial interests in the Rule 144A Global
Securities or the Regulation S Global Securities, if any, if (i) such Depositary
(A) has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Security or (B) has ceased to be a clearing


                                      -52-
<PAGE>

agency registered as such under the Exchange Act, and in either case the Company
fails to appoint a successor Depositary within 90 days, (ii) the Company, at its
option, notifies the Trustee in writing that it elects to cause the issuance of
the Securities in certificated form or (iii) there shall have occurred and be
continuing an Event of Default or any event which after notice or lapse of time
or both would be an Event of Default with respect to such Global Security. Upon
any such issuance, the Trustee is required to register such certificated Series
B Securities in the name of, and cause the same to be delivered to, such Person
or Persons (or the nominee of any thereof).

                  Series B Securities in certificated form are issuable only in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Series B Securities are exchangeable for a
like aggregate principal amount of Securities of a differing authorized
denomination, as requested by the Holder surrendering the same.

                  No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, any Guarantor, the Trustee and any agent of the Company,
any Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security is
overdue, and none of the Company, any Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.

                  THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

                  All terms used in this Security which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.

                  [The Transferee Certificate, in the form of Appendix II
hereto, will be attached to the Series B Security.]


                                      -53-
<PAGE>

                                  ARTICLE THREE

                                 THE SECURITIES

         Section 301.      Title and Terms.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to $350,000,000 in
principal amount of Securities (of which $250.0 million are Initial Securities
and up to $100.0 million may be issued as Additional Securities), except for
Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305,
306, 307, 308, 906, 1012, 1015 or 1108.

                  The Securities shall be known and designated as the "8 7/8%
Senior Subordinated Notes due 2011" of the Company. The Stated Maturity of the
Securities shall be December 1, 2011, and the Securities shall each bear
interest at the rate of 8 7/8% per annum, as such interest rate may be adjusted
as set forth in the Securities, from December 11, 2001 or from the most recent
Interest Payment Date to which interest has been paid, payable semiannually on
June 1 and December 1 in each year, commencing June 1, 2002, until the principal
thereof is paid or duly provided for. Interest on any overdue principal,
interest (to the extent lawful) or premium, if any, shall be payable on demand.

                  The principal of, premium, if any, and interest on, the
Securities shall be payable and the Securities shall be exchangeable and
transferable at an office or agency of the Company maintained for such purposes
(which initially will be a corporate trust office of the Trustee located at 180
East 5th Street, St. Paul, Minnesota 55101); provided, however, that payment of
interest may be made at the option of the Company by check mailed to addresses
of the Persons entitled thereto as shown on the Security Register.

                  For all purposes hereunder, the Series A Securities and the
Series B Securities will be treated as one class and are together referred to as
the "Securities." The Series A Securities rank pari passu in right of payment
with the Series B Securities.

                  The Securities shall be subject to repurchase by the Company
pursuant to an Offer as provided in Section 1012.

                  Holders shall have the right to require the Company to
purchase their Securities, in whole or in part, in the event of a Change of
Control pursuant to Section 1015.

                  The Securities shall be redeemable as provided in Article
Eleven and in the Securities.

                  The Indebtedness evidenced by the Securities shall rank junior
to and be subordinated in right of payment to the prior payment in full of all
other Senior Indebtedness. The Securities shall be senior subordinated
Indebtedness of the Company ranking equal to all


                                      -54-
<PAGE>

other existing and future senior subordinated Indebtedness of the Company and
senior to all Subordinated Indebtedness of the Company.

                  At the election of the Company, the entire Indebtedness on the
Securities or certain of the Company's obligations and covenants and certain
Events of Default thereunder may be defeased as provided in Article Four.

         Section 302.      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.

         Section 303.      Execution, Authentication, Delivery and Dating.

                  The Securities shall be executed on behalf of the Company by
one of its Chairman of the Board, its President, its Chief Executive Officer,
its Chief Financial Officer or one of its Vice Presidents, attested by its
President, its Secretary or one of its Assistant Secretaries. The signatures of
any of these officers on the Securities may be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee (with Guarantees, if any, endorsed thereon) for
authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and deliver such Securities as provided in this
Indenture and not otherwise.

                  Each Security shall be dated the date of its authentication.

                  No Security or Guarantee, if any, endorsed thereon shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein duly executed by the Trustee by
manual signature of an authorized officer, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture.

                  In case the Company, or any Guarantor, pursuant to Article
Eight, shall, in a single transaction or through a series of related
transactions, be consolidated or merged with or into any other Person or shall
sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person, and the successor
Person resulting from such consolidation or surviving such merger, or into which
the Company, or such


                                      -55-
<PAGE>

Guarantor shall have been merged, or the successor Person which shall have
participated in the sale, assignment, conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article Eight, any of the Securities authenticated
or delivered prior to such consolidation, merger, sale, assignment, 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 Request of the successor Person, shall authenticate and deliver
Securities as specified in such request 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 303 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.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities on behalf of the Trustee. Unless limited
by the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Security Registrar or Paying
Agent to deal with the Company and its Affiliates.

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

         Section 304.      Temporary Securities.

                  Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as conclusively evidenced by their
execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 1002, 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 deliver in exchange therefor a like
principal amount of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities.


                                      -56-
<PAGE>

         Section 305.      Registration, Registration of Transfer and Exchange.

                  The Company shall cause the Trustee to keep, so long as it is
the Security Registrar, at the Corporate Trust Office of the Trustee, or such
other office as the Trustee may designate, a register (the register maintained
in such office or in any other office or agency designated pursuant to Section
1002 being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as the Security Registrar may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee shall initially be the "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided. The Company may change the Security Registrar or appoint one or more
co-Security Registrars without notice.

                  Upon surrender for registration of transfer of any Security at
the office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series of any authorized denomination or denominations, of a like
aggregate principal amount.

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

                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination or denominations, of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver,
Securities of the same series which the Holder making the exchange is entitled
to receive; provided that no exchange of Series A Securities for Series B
Securities shall occur until an Exchange Offer Registration Statement shall have
been declared effective by the Commission and that the Series A Securities
exchanged for the Series B Securities shall be canceled.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same Indebtedness, and entitled to the same benefits under this Indenture,
as the Securities surrendered upon such registration of transfer or exchange.

                  Every Security presented or surrendered for registration of
transfer, or for exchange, repurchase or redemption, shall (if so required by
the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

                  No service charge shall be made to a Holder for any
registration of transfer,


                                      -57-
<PAGE>

exchange or redemption of Securities, except for any tax or other governmental
charge that may be imposed in connection therewith, other than exchanges
pursuant to Sections 303, 304, 305, 308, 906, 1012, 1015 or 1108 not involving
any transfer.

                  The Company shall not be required (a) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the mailing of a notice of redemption of the Securities
selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing or (b) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of Securities being redeemed in part.

                  Every Security shall be subject to the restrictions on
transfer provided in the legend required to be set forth on the face of each
Security pursuant to Section 202, and the restrictions set forth in this Section
305, and the Holder of each Security, by such Holder's acceptance thereof (or
interest therein), agrees to be bound by such restrictions on transfer.

                  The restrictions imposed by this Section 305 upon the
transferability of any particular Security shall cease and terminate on (a) the
later of December 11, 2003 or two years after the last date on which the Company
or any Affiliate of the Company was the owner of such Security (or any
predecessor of such Security) or (b) (if earlier) if and when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred pursuant to Rule 144 or Rule 904 under the Securities Act (or
any successor provision), unless the Holder thereof is an affiliate of the
Company within the meaning of Rule 144 (or such successor provisions). Any
Security as to which such restrictions on transfer shall have expired in
accordance with their terms or shall have terminated may, upon surrender of such
Security for exchange to the Security Registrar in accordance with the provision
of this Section 305 (accompanied, in the event that such restrictions on
transfer have terminated pursuant to Rule 144 or Rule 904 (or any successor
provision), by an Opinion of Counsel satisfactory to the Company and the
Trustee, to the effect that the transfer of such Security has been made in
compliance with Rule 144 or Rule 904 (or any such successor provision)), be
exchanged for a new Security, of like tenor and aggregate principal amount,
which shall not bear the Private Placement Legend. The Company shall inform the
Trustee of the effective date of any Registration Statement registering the
Securities under the Securities Act no later than two Business Days after such
effective date.

                  Except as provided in the preceding paragraph, any Security
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, any Global Security, whether pursuant to this Section 305,
Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and
bear the legend specified in Section 202.

         Section 306.      Book Entry Provisions for Global Securities.

                  (a) Each Global Security initially shall (i) be registered in
the name of the Depositary for such Global Security or the nominee of such
Depositary, (ii) be deposited with, or


                                      -58-
<PAGE>

on behalf of, the Depositary or with the Trustee as custodian for such
Depositary and (iii) bear legends as set forth in Section 202.

                  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 the Trustee as its
custodian, or under such Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or shall impair, as between the Depositary and its Agent Members, the operation
of customary practices governing the exercise of the rights of a holder of any
Security.

                  (b)      Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in part for
Securities registered, and no transfer of a Global Security in whole or in part
may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (i) such Depositary (A) has notified
the Company that it is unwilling or unable to continue as Depositary for such
Global Security or (B) has ceased to be a clearing agency registered as such
under the Exchange Act, and in either case the Company fails to appoint a
successor Depositary within 90 days, (ii) the Company, at its option, executes
and delivers to the Trustee a Company Order stating that it elects to cause the
issuance of the Securities in certificated form and that all Global Securities
shall be exchanged in whole for Securities that are not Global Securities (in
which case such exchange shall be effected by the Trustee) or (iii) there shall
have occurred and be continuing an Event of Default or any event which after
notice or lapse of time or both would be an Event of Default with respect to
such Global Security.

                  (c)      If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation as provided in this Article Three. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, then either (i) such Global Security shall be so surrendered for
exchange or cancellation as provided in this Article Three or (ii) the principal
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or canceled, or equal to the principal amount of such
other Security to be so exchanged for a beneficial interest therein, as the case
may be, by means of an appropriate adjustment made on the records of the
Trustee, as Security Registrar, whereupon the Trustee, in accordance with the
Applicable Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security, the Trustee shall, subject to this
Section 306(c) and as otherwise provided in this Article Three, authenticate and
deliver any Securities issuable in exchange for such Global Security (or any
portion thereof) to or upon the order of, and registered in such names as may be
directed by, the Depositary or its authorized representative. Upon the request
of the Trustee in connection with the occurrence of any of the


                                      -59-
<PAGE>

events specified in the preceding paragraph, the Company shall promptly make
available to the Trustee a reasonable supply of Securities that are not in the
form of Global Securities. The Trustee shall be entitled to rely upon any order,
direction or request of the Depositary or its authorized representative which is
given or made pursuant to this Article Three if such order, direction or request
is given or made in accordance with the Applicable Procedures.

                  (d)      Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Article Three or otherwise,
shall be authenticated and delivered in the form of, and shall be, a Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

                  (e)      The Depositary or its nominee, as registered owner of
a Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interests pursuant to the Applicable Procedures.
Accordingly, any such owner's beneficial interest in a Global Security will be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Agent Members.

         Section 307.      Special Transfer and Exchange Provisions.

                  (a)      Certain Transfers and Exchanges. Transfers and
exchanges of Securities and beneficial interests in a Global Security of the
kinds specified in this Section 307 shall be made only in accordance with this
Section 307.

                           (i)      Rule 144A Global Security to Regulation S
                  Global Security. If the owner of a beneficial interest in the
                  Rule 144A Global Security wishes at any time to transfer such
                  interest to a Person who wishes to acquire the same in the
                  form of a beneficial interest in the Regulation S Global
                  Security, such transfer may be effected only in accordance
                  with the provisions of this paragraph and paragraph (iv) below
                  and subject to the Applicable Procedures. Upon receipt by the
                  Trustee, as Security Registrar, of (a) an order given by the
                  Depositary or its authorized representative directing that a
                  beneficial interest in the Regulation S Global Security in a
                  specified principal amount be credited to a specified Agent
                  Member's account and that a beneficial interest in the Rule
                  144A Global Security in an equal principal amount be debited
                  from another specified Agent Member's account and (b) a
                  Regulation S Certificate in the form of Exhibit A hereto,
                  satisfactory to the Trustee and duly executed by the owner of
                  such beneficial interest in the Rule 144A Global Security or
                  his attorney duly authorized in writing, then the Trustee, as
                  Security Registrar but subject to paragraph (iv) below, shall
                  reduce the principal amount of the Rule 144A Global Security
                  and increase the principal amount of the Regulation S Global
                  Security by such specified principal amount as provided in
                  Section 306(c).


                                      -60-
<PAGE>

                           (ii)     Regulation S Global Security to Rule 144A
                  Global Security. If the owner of a beneficial interest in the
                  Regulation S Global Security, if any, wishes at any time to
                  transfer such interest to a Person who wishes to acquire the
                  same in the form of a beneficial interest in the Rule 144A
                  Global Security, such transfer may be effected only in
                  accordance with this paragraph (ii) and subject to the
                  Applicable Procedures. Upon receipt by the Trustee, as
                  Security Registrar, of (a) an order given by the Depositary or
                  its authorized representative directing that a beneficial
                  interest in the Rule 144A Global Security in a specified
                  principal amount be credited to a specified Agent Member's
                  account and that a beneficial interest in the Regulation S
                  Global Security in an equal principal amount be debited from
                  another specified Agent Member's account and (b) if such
                  transfer is to occur during the Restricted Period, a
                  Restricted Securities Certificate in the form of Exhibit B
                  hereto, satisfactory to the Trustee and duly executed by the
                  owner of such beneficial interest in the Regulation S Global
                  Security or his attorney duly authorized in writing, then the
                  Trustee, as Security Registrar, shall reduce the principal
                  amount of the Regulation S Global Security and increase the
                  principal amount of the Rule 144A Global Security by such
                  specified principal amount as provided in Section 306(c).

                           (iii)    Exchanges between Global Security and
                  Non-Global Security. A beneficial interest in a Global
                  Security may be exchanged for a Security that is not a Global
                  Security as provided in Section 307(b), provided that, if such
                  interest is a beneficial interest in the Rule 144A Global
                  Security, or if such interest is a beneficial interest in the
                  Regulation S Global Security and such exchange is to occur
                  during the Restricted Period, then such interest shall bear
                  the Private Placement Legend (subject in each case to Section
                  307(b)).

                           (iv)     Regulation S Global Security to be Held
                  Through Euroclear or Clearstream during Restricted Period. The
                  Company shall use its best efforts to cause the Depositary to
                  ensure that, until the expiration of the Restricted Period,
                  beneficial interests in the Regulation S Global Security, if
                  any, may be held only in or through accounts maintained at the
                  Depositary by Euroclear or Clearstream (or by Agent Members
                  acting for the account thereof), and no person shall be
                  entitled to effect any transfer or exchange that would result
                  in any such interest being held otherwise than in or through
                  such an account; provided that this paragraph (iv) shall not
                  prohibit any transfer or exchange of such an interest in
                  accordance with paragraph (ii) above. Notwithstanding anything
                  otherwise stated herein, during the Restricted Period, holders
                  of beneficial interests in the Regulation S Global Security
                  may not transfer such interest to a person that takes delivery
                  thereof in the form of an interest in the Rule 144A Global
                  Security; upon the expiration of the Restricted Period, such
                  interest in the Regulation S Global Security may be
                  transferred to a person who takes delivery in the form of an
                  interest in the Rule 144A Global Security provided that (for
                  persons other than distributors (as defined in Regulation S))
                  such person delivers a certificate in the


                                      -61-
<PAGE>

                  Form of Exhibit C hereto to the Trustee.

                  (b)      Private Placement Legends. Rule 144A Securities and
their Successor Securities and Regulation S Securities and their Successor
Securities shall bear a Private Placement Legend, subject to the following:

                           (i)      subject to the following clauses of this
                  Section 307(b), a Security or any portion thereof which is
                  exchanged, upon transfer or otherwise, for a Global Security
                  or any portion thereof shall bear the Private Placement Legend
                  borne by such Global Security while represented thereby;

                           (ii)     subject to the following clauses of this
                  Section 307(b), a new Security which is not a Global Security
                  and is issued in exchange for another Security (including a
                  Global Security) or any portion thereof, upon transfer or
                  otherwise, shall bear the Private Placement Legend borne by
                  such other Security;

                           (iii)    Exchange Securities, and all other
                  Securities sold or otherwise disposed of pursuant to an
                  effective registration statement under the Securities Act,
                  together with their respective Successor Securities, shall not
                  bear a Private Placement Legend;

                           (iv)     at any time after the Securities may be
                  freely transferred without registration under the Securities
                  Act or without being subject to transfer restrictions pursuant
                  to the Securities Act, a new Security which does not bear a
                  Private Placement Legend may be issued in exchange for or in
                  lieu of a Security (other than a Global Security) or any
                  portion thereof which bears such a legend if the Trustee has
                  received an Unrestricted Securities Certificate substantially
                  in the form of Exhibit C hereto, satisfactory to the Trustee
                  and duly executed by the Holder of such legended Security or
                  his attorney duly authorized in writing, and after such date
                  and receipt of such certificate, the Trustee shall
                  authenticate and deliver such a new Security in exchange for
                  or in lieu of such other Security as provided in this Article
                  Three;

                           (v)      a new Security which does not bear a Private
                  Placement Legend may be issued in exchange for or in lieu of a
                  Security (other than a Global Security) or any portion thereof
                  which bears such a legend if, in the Company's judgment,
                  placing such a legend upon such new Security is not necessary
                  to ensure compliance with the registration requirements of the
                  Securities Act, and the Trustee, at the direction of the
                  Company, shall authenticate and deliver such a new Security as
                  provided in this Article Three; and

                           (vi)     notwithstanding the foregoing provisions of
                  this Section 307(b), a Successor Security of a Security that
                  does not bear a particular form of Private Placement Legend
                  shall not bear such form of legend unless the Company has
                  reasonable cause to believe that such Successor Security is a
                  "restricted security"


                                      -62-
<PAGE>

                  within the meaning of Rule 144, in which case the Trustee, at
                  the direction of the Company, shall authenticate and deliver a
                  new Security bearing a Private Placement Legend in exchange
                  for such Successor Security as provided in this Article Three.

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

                  The Security Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 306 or
this Section 307. 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 Security Registrar.

         Section 308.      Mutilated, Destroyed, Lost and Stolen Securities.

                  If (a) any mutilated Security is surrendered to the Trustee,
or (b) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company, any Guarantor and the Trustee, such security or indemnity, in each
case, as may be required by them to save each of them harmless, then, in the
absence of notice to the Company, any Guarantor or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and upon a Company Request the Trustee shall authenticate and deliver, in
exchange for any such mutilated Security or in lieu of any such destroyed, lost
or stolen Security, a replacement Security of like tenor and principal amount,
bearing a number not contemporaneously outstanding and each Guarantor, if any,
shall execute a replacement Guarantee, if any.

                  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 replacement Security, pay such Security.

                  Upon the issuance of any replacement Securities under this
Section, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

                  Every replacement Security and Guarantee, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security shall
constitute an original additional contractual obligation of the Company and any
Guarantor, whether or not the 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,


                                      -63-
<PAGE>

destroyed, lost or stolen Securities.

         Section 309.      Payment of Interest; Interest Rights Preserved.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on the Stated Maturity of such interest shall be paid
to the Person in whose name the Security (or any Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
payment.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on the Stated Maturity of such interest,
and interest on such defaulted interest at the then applicable interest rate
borne by the Securities, to the extent lawful (such defaulted interest and
interest thereon herein collectively called "Defaulted Interest"), shall
forthwith cease to be payable to the Holder on the Regular Record Date; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Subsection (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 any relevant Predecessor Securities) are
                  registered at the close of business on a Special Record Date
                  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 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 Special Payment
                  Date, such money when deposited to be held in trust for the
                  benefit of the Persons entitled to such Defaulted Interest as
                  in this Subsection provided. Thereupon the Trustee shall fix a
                  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 date of the Special 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 in writing of such Special Record Date. In the name
                  and at the expense of the Company, the Trustee shall cause
                  notice of the proposed payment of such Defaulted Interest and
                  the Special Record Date therefor to be mailed, first-class
                  postage prepaid, to each Holder at its address as it appears
                  in the Security Register, 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
                  Payment Date therefor having been so mailed, such Defaulted
                  Interest shall be paid to the Persons in whose names the
                  Securities are registered on such Special Record Date and
                  shall no longer be payable pursuant to the following
                  Subsection (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


                                      -64-
<PAGE>

                  on which the Securities may be listed, and upon such notice as
                  may be required by this Indenture not inconsistent with the
                  requirements of such exchange, if, after written notice given
                  by the Company to the Trustee of the proposed payment pursuant
                  to this Subsection, such payment shall be deemed practicable
                  by the Trustee.

                  Subject to the foregoing provisions of this Section 309, 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 310.      CUSIP Numbers.

                    The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and the Company, or the Trustee on behalf of
the Company, shall use CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; provided, however, that any such notice shall state that
no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of redemption or
exchange and that reliance may be placed only on the other identification
numbers printed on the Securities; and provided further, however, that failure
to use CUSIP numbers in any notice of redemption or exchange shall not affect
the validity or sufficiency of such notice.

         Section 311.      Persons Deemed Owners.

                  Prior to and at the time of due presentment of a Security for
registration of transfer, the Company, any Guarantor, the Trustee and any agent
of the Company, any Guarantor or the Trustee may treat the Person in whose name
any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of, premium, if any, and (subject to Section 309)
interest on, such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, any Guarantor, the Trustee
nor any agent of the Company, any Guarantor or the Trustee shall be affected by
notice to the contrary.

         Section 312.      Cancellation.

                  All Securities surrendered for payment, purchase, redemption,
registration of transfer or exchange shall be delivered to the Trustee and, if
not already canceled, shall be promptly canceled by it. The Company and any
Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or any such
Guarantor may have acquired in any manner whatsoever, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 312, except as expressly permitted by this Indenture. All
canceled Securities held by the Trustee shall be destroyed and certification of
their destruction delivered to the Company, unless by a Company Order received
by the Trustee prior to such destruction, the Company shall direct that the
canceled Securities be returned to it. The Trustee shall provide the Company a
list of all


                                      -65-
<PAGE>

Securities that have been canceled from time to time as requested by the
Company.

         Section 313.      Computation of Interest.

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


                                      -66-
<PAGE>

                                  ARTICLE FOUR

                       DEFEASANCE AND COVENANT DEFEASANCE

         Section 401.      Option to Effect Defeasance or Covenant Defeasance.

                  The Company may, at its option by Board Resolution, at any
time, with respect to the Securities, elect to have either Section 402 or
Section 403 be applied to all of the Outstanding Securities (the "Defeased
Securities"), upon compliance with the conditions set forth below in this
Article Four.

         Section 402.      Defeasance and Discharge.

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 402, the Company, each Guarantor and any other
obligor upon the Securities, if any, shall be deemed to have been discharged
from its obligations with respect to the Defeased Securities on the date the
conditions set forth in Section 404 below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company, each
Guarantor, if any, and any other obligor under this Indenture shall be deemed to
have paid and discharged the entire Indebtedness represented by the Defeased
Securities, which shall thereafter be deemed to be "Outstanding" only for the
purposes of Section 405 and the other Sections of this Indenture referred to in
(a) and (b) below, and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company and upon Company Request, shall execute
proper instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of
Holders of Defeased Securities to receive, solely from the trust fund described
in Section 404 and as more fully set forth in such Section, payments in respect
of the principal of, premium, if any, and interest on, such Securities, when
such payments are due, (b) the Company's obligations with respect to such
Defeased Securities under Sections 304, 305, 308, 1002 and 1003, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder, including,
without limitation, the Trustee's rights under Section 607, and (d) this Article
Four. Subject to compliance with this Article Four, the Company may exercise its
option under this Section 402 notwithstanding the prior exercise of its option
under Section 403 with respect to the Securities.

         Section 403.      Covenant Defeasance.

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 403, the Company and each Guarantor, if any, shall be
released from its obligations under any covenant or provision contained or
referred to in Sections 1005 through 1018, inclusive, and the provisions of
clause (iii) of Section 801(a), with respect to the Defeased Securities, on and
after the date the conditions set forth in Section 404 below are satisfied
(hereinafter, "covenant defeasance"), and the Defeased Securities shall
thereafter be deemed to be not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall


                                      -67-
<PAGE>

continue to be deemed "Outstanding" for all other purposes hereunder. For this
purpose, such covenant defeasance means that, with respect to the Defeased
Securities, the Company and each Guarantor, if any, may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such Section, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section 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 501(c) or (g) but, except as specified above, the remainder of this
Indenture and such Defeased Securities shall be unaffected thereby.

         Section 404.      Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of either
Section 402 or Section 403 to the Defeased Securities:

                  (1)      The Company shall irrevocably have deposited or
caused to be deposited with the Trustee as trust funds, in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (a) cash in
United States dollars in an amount, (b) U.S. Government Obligations which
through the scheduled payment of principal and interest in respect thereof in
accordance with their terms and with no further reinvestment will provide, not
later than one day before the due date of payment, money in an amount, or (c) a
combination thereof, in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants or a nationally
recognized investment banking firm expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee to pay and discharge, the principal of, premium, if any, and
interest on, the Defeased Securities, on the Stated Maturity of such principal
or interest (or on any date after December 1, 2006 (such date being referred to
as the "Defeasance Redemption Date"), if at or prior to electing to exercise
either its option applicable to Section 402 or its option applicable to Section
403, the Company has delivered to the Trustee an irrevocable notice to redeem
the Defeased Securities on the Defeasance Redemption Date). For this purpose,
"U.S. Government Obligations" means securities that are (i) direct obligations
of the United States of America for the timely payment of which its full faith
and credit is pledged or (ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America
the timely payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such U.S. Government
Obligation or a specific payment of principal of or interest on any such U.S.
Government Obligation held by such custodian for the account of the holder of
such depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on


                                      -68-
<PAGE>

the U.S. Government Obligation evidenced by such depository receipt;

                  (2)      In the case of an election under Section 402, the
Company shall have delivered to the Trustee an Opinion of Independent Counsel in
the United States stating that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B) since the date
hereof, 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 Independent
Counsel in the United States shall confirm that, the Holders of the Outstanding
Securities will not recognize income, gain or loss for federal income tax
purposes as a result of such 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 defeasance had not occurred;

                  (3)      In the case of an election under Section 403, the
Company shall have delivered to the Trustee an Opinion of Independent Counsel in
the United States to the effect that the Holders of the Outstanding Securities
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;

                  (4)      No Default or Event of Default shall have occurred
and be continuing on the date of such deposit or insofar as Section 501(h) or
(i) is concerned, at any time during the period ending on the 91st day after the
date of deposit (it being understood that this condition shall not be deemed
satisfied until the expiration of such period);

                  (5)      Such defeasance or covenant defeasance shall not
cause the Trustee for the Securities to have a conflicting interest in violation
of and for purposes of the Trust Indenture Act with respect to any securities of
the Company or any Guarantor;

                  (6)      Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a Default under, this
Indenture or any other material agreement or instrument to which the Company,
any Guarantor or any Restricted Subsidiary is a party or by which it is bound;

                  (7)      Such defeasance or covenant defeasance shall not
result in the trust arising from such deposit constituting an investment company
within the meaning of the Investment Company Act of 1940, as amended, unless
such trust shall be registered under such Act or exempt from registration
thereunder;

                  (8)      The Company shall have delivered to the Trustee an
Opinion of Independent Counsel in the United States to the effect that 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' rights generally;

                  (9)      The Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit was not made by the Company with
the intent of preferring the holders of


                                      -69-
<PAGE>

the Securities or any Guarantee over the other creditors of the Company or any
Guarantor with the intent of defeating, hindering, delaying or defrauding
creditors of the Company, any Guarantor or others;

                  (10)     No event or condition shall exist that would prevent
the Company from making payments of the principal of, premium, if any, and
interest on the Securities on the date of such deposit or at any time ending on
the 91st day after the date of such deposit; and

                  (11)     The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Independent Counsel, each stating that
all conditions precedent (other than conditions which cannot be satisfied for 91
days) provided for relating to either the defeasance under Section 402 or the
covenant defeasance under Section 403, as the case may be, have been complied
with.

                  Opinions of Counsel or Opinions of Independent Counsel
required to be delivered under this Section shall be in form and substance
reasonably satisfactory to the Trustee and may have qualifications customary for
opinions of the type required and counsel delivering such opinions may rely on
certificates of the Company or government or other officials customary for
opinions of the type required, which certificates shall be limited as to matters
of fact, including that various financial covenants have been complied with.

         Section 405.      Deposited Money and U.S. Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions.

                  Subject to the provisions of the last paragraph of Section
1003, all United States dollars and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 404 in respect
of the Defeased Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (excluding the Company or
any of its Affiliates acting as Paying Agent), as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law. Money so held
in trust shall not be subject to the provisions of Article Thirteen.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 404 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is imposed, assessed or for the account of the Holders of the Defeased
Securities.

                  Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any United States dollars or U.S. Government Obligations held by it as
provided in Section 404 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


                                      -70-
<PAGE>

then be required to be deposited to effect defeasance or covenant defeasance.

         Section 406.      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 402 or
403, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the
Securities and any Guarantor's obligations under any Guarantee shall be revived
and reinstated, with present and prospective effect, as though no deposit had
occurred pursuant to Section 402 or 403, as the case may be, until such time as
the Trustee or Paying Agent is permitted to apply all such United States dollars
or U.S. Government Obligations in accordance with Section 402 or 403, as the
case may be; provided, however, that if the Company makes any payment to the
Trustee or Paying Agent of principal of, premium, if any, or interest on any
Security following the reinstatement of its obligations, the Trustee or Paying
Agent shall promptly pay any such amount to the Holders of the Securities and
the Company shall be subrogated to the rights of the Holders of such Securities
to receive such payment from the United States dollars and U.S. Government
Obligations held by the Trustee or Paying Agent.


                                      -71-
<PAGE>

                                  ARTICLE FIVE

                                    REMEDIES

         Section 501.      Events of Default.

                  "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

                  (a)      there shall be a default in the payment of any
interest on any Security when it becomes due and payable, and such default shall
continue for a period of 30 days (whether or not prohibited by the subordination
provisions of this Indenture);

                  (b)      there shall be a default in the payment of the
principal of (or premium, if any, on) any Security at its Maturity (upon
acceleration, optional or mandatory redemption, if any, required repurchase or
otherwise) (whether or not prohibited by the subordination provisions of this
Indenture);

                  (c)      (i) there shall be a default in the performance, or
breach, of any covenant or agreement of the Company or any Guarantor under this
Indenture or any Guarantee (other than a default in the performance, or breach,
of a covenant or agreement which is specifically dealt with in clause (a), (b)
or in clause (ii), (iii) or (iv) of this clause (c)) and such default or breach
shall continue for a period of 30 days after written notice has been given, by
certified mail, (1) to the Company by the Trustee or (2) to the Company and the
Trustee by the holders of at least 25% in aggregate principal amount of the
Outstanding Securities; (ii) there shall be a default in the performance or
breach of Article Eight herein; (iii) the Company shall have failed to make or
consummate an Offer in accordance with the provisions of Section 1012 herein; or
(iv) the Company shall have failed to make or consummate a Change of Control
Offer in accordance with the provisions of Section 1015 herein;

                  (d)      one or more defaults shall have occurred under any of
the agreements, indentures or instruments under which the Company, any Guarantor
or any Restricted Subsidiary then has outstanding Indebtedness in excess of $5.0
million, individually or in the aggregate, and either (i) such default results
from the failure to pay such Indebtedness at its stated final Maturity or (ii)
such default or defaults have resulted in the acceleration of the Maturity of
such Indebtedness;

                  (e)      any Guarantee shall for any reason cease to be, or
shall for any reason be asserted in writing by any Guarantor or the Company not
to be, in full force and effect and enforceable in accordance with its terms,
except to the extent contemplated by this Indenture and any such Guarantee;

                  (f)      one or more judgments, orders or decrees of any court
or regulatory or


                                      -72-
<PAGE>

administrative agency for the payment of money in excess of $5.0 million, either
individually or in the aggregate, shall be rendered against the Company, any
Guarantor or any Restricted Subsidiary or any of their respective properties and
shall not be discharged or fully bonded and there shall have been a period of 60
consecutive days during which a stay of enforcement of such judgment or order,
by reason of an appeal or otherwise, shall not be in effect and the Company is
not making payments or complying with its obligations entered into in connection
with such judgment, order or decree;

                  (g)      any holder or holders of at least $5.0 million in
aggregate principal amount of Indebtedness of the Company, any Guarantor or any
Restricted Subsidiary after a default under such Indebtedness shall notify the
Trustee of the sale or disposition of any assets of the Company, any Guarantor
or any Restricted Subsidiary that have been pledged to or for the benefit of
such holder or holders to secure such Indebtedness or shall commence
proceedings, or take any action (including by way of set-off), to retain in
satisfaction of such Indebtedness or to collect on, seize, dispose of or apply
in satisfaction of Indebtedness, assets of the Company, any Guarantor or any
Restricted Subsidiary (including funds on deposit or held pursuant to lock-box
and other similar arrangements);

                  (h)      there shall have been the entry by a court of
competent jurisdiction of (i) a decree or order for relief in respect of the
Company, any Guarantor or any Restricted Subsidiary in an involuntary case or
proceeding under any applicable Bankruptcy Law or (ii) a decree or order
adjudging the Company, any Guarantor or any Restricted Subsidiary bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company, any Guarantor or any Subsidiary under any
applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the
Company, any Guarantor or any Restricted Subsidiary or of any substantial part
of their respective properties, or ordering the winding up or liquidation of
their affairs, and any such decree or order for relief shall continue to be in
effect, or any such other decree or order shall be unstayed and in effect, for a
period of 60 consecutive days; or

                  (i)      (i) the Company, any Guarantor or any Restricted
Subsidiary commences a voluntary case or proceeding under any applicable
Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or
insolvent, (ii) the Company, any Guarantor or any Restricted Subsidiary consents
to the entry of a decree or order for relief in respect of the Company, such
Guarantor or such Restricted Subsidiary in an involuntary case or proceeding
under any applicable Bankruptcy Law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, (iii) the Company, any Guarantor or
any Restricted Subsidiary files a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, (iv) the
Company, any Guarantor or any Restricted Subsidiary (1) consents to the filing
of such petition or the appointment of, or taking possession by, a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company, any Guarantor or such Restricted Subsidiary or of any substantial part
of their respective properties, (2) makes an assignment for the benefit of
creditors or (3) admits in writing its inability to pay its debts generally as
they become due or (v) the Company, any Guarantor or any Restricted Subsidiary


                                      -73-
<PAGE>

takes any corporate action in furtherance of any such actions in this paragraph
(i).

         Section 502.      Acceleration of Maturity; Rescission and Annulment.

                  If an Event of Default (other than an Event of Default
specified in Sections 501(h) and (i) herein) shall occur and be continuing with
respect to this Indenture, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Securities then Outstanding may, and the
Trustee at the request of such Holders shall, declare all unpaid principal of,
premium, if any, and accrued interest on all Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holders of the Securities) and upon any such declaration, such principal,
premium, if any, and interest shall become due and payable immediately. If an
Event of Default specified in clause (h) or (i) of Section 501 occurs and is
continuing, then all the Securities shall ipso facto become and be due and
payable immediately in an amount equal to the principal amount of the
Securities, together with accrued and unpaid interest, if any, to the date the
Securities become due and payable, without any declaration or other act on the
part of the Trustee or any Holder. Thereupon, the Trustee may, at its
discretion, proceed to protect and enforce the rights of the Holders of the
Securities by appropriate judicial proceedings.

                  After a declaration of acceleration with respect to the
Securities, but before a judgment or decree for payment of the money due has
been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in aggregate principal amount of Securities Outstanding by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if

                  (a)      the Company has paid or deposited with the Trustee a
                           sum sufficient to pay (1) all sums paid or advanced
                           by the Trustee under this Indenture and the
                           reasonable compensation, expenses, disbursements and
                           advances of the Trustee, its agents and counsel, (2)
                           all overdue interest on all Outstanding Securities,
                           (3) the principal of, and premium, if any, on any
                           Outstanding Securities which have become due
                           otherwise than by such declaration of acceleration
                           and interest thereon at the rate borne by the
                           Securities and (4) to the extent that payment of such
                           interest is lawful, interest upon overdue interest at
                           the rate borne by the Securities;

                  (b)      the rescission would not conflict with any judgment
                           or decree of a court of competent jurisdiction; and

                  (c)      all Events of Default, other than the non-payment of
                           principal of, premium, if any, and interest on the
                           Securities which have become due solely by such
                           declaration of acceleration, have been cured or
                           waived as provided in Section 513.

No such rescission shall affect any subsequent Default or impair any right
consequent thereon.


                                      -74-
<PAGE>

         Section 503.      Collection of Indebtedness and Suits for Enforcement
by Trustee.

                  The Company and each Guarantor, if any, covenant that if

                  (a)      default is made in the payment of any interest on any
Security when such interest becomes due and payable and such default continues
for a period of 30 days, or

                  (b)      default is made in the payment of the principal of or
premium, if any, on any Security at the Stated Maturity thereof or otherwise,

the Company and such Guarantor, if any, will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due
and payable on such Securities for principal and premium, if any, and interest,
with interest upon the overdue principal and premium, if any, and, to the extent
that payment of such interest shall be legally enforceable, upon overdue
installments of interest, at the rate borne by the Securities; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

                  If the Company or any Guarantor, as the case may be, fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid and may prosecute such proceeding to
judgment or final decree, and may enforce the same against the Company or any
Guarantor or any other obligor upon the Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company any Guarantor or any other obligor upon the Securities,
wherever situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders under this Indenture or any Guarantee by such appropriate private
or judicial proceedings as the Trustee shall deem most effectual to protect and
enforce such rights, including seeking recourse against any Guarantor pursuant
to the terms of any Guarantee, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy, including,
without limitation, seeking recourse against any Guarantor pursuant to the terms
of a Guarantee, or to enforce any other proper remedy, subject however to
Section 512. No recovery of any such judgment upon any property of the Company
or any Guarantor shall affect or impair any rights, powers or remedies of the
Trustee or the Holders.

         Section 504.      Trustee May File Proofs of Claim.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor,
including any Guarantor, upon the Securities or the property of the Company or
of such other obligor or their creditors, the Trustee (irrespective of whether
the


                                      -75-
<PAGE>

principal of the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (a)      to file and prove a claim for the whole amount of
principal, and premium, if any, and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and

                  (b)      to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

         Section 505.      Trustee May Enforce Claims without Possession of
Securities.

                  All rights of action and claims under this Indenture, the
Securities or the Guarantees, if any, may be prosecuted and enforced by the
Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name and as trustee of an express
trust, and any recovery of judgment shall, after provision for the payment of
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Securities in respect of which such judgment has been recovered.

         Section 506.      Application of Money Collected.

                  Any money collected by the Trustee pursuant to this Article or
otherwise on behalf of the Holders or the Trustee pursuant to this Article or
through any proceeding or any arrangement or restructuring in anticipation or in
lieu of any proceeding contemplated by this Article shall be applied, subject to
applicable law, in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal,
premium, if any, or interest, upon presentation of the Securities and the
notation thereon of the


                                      -76-
<PAGE>

payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
Section 607;

                  SECOND: To the payment of the amounts then due and unpaid upon
the Securities for principal, premium, if any, and interest, in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal, premium, if any, and interest; and

                  THIRD: The balance, if any, to the Person or Persons entitled
thereto, including the Company, provided that all sums due and owing to the
Holders and the Trustee have been paid in full as required by this Indenture.

         Section 507.      Limitation on Suits.

                  No Holder of any Securities shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture or the
Securities, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

                  (a)      such Holder has previously given written notice to
the Trustee of a continuing Event of Default;

                  (b)      the Holders of not less than 25% in aggregate
principal amount of the Outstanding Securities shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default in
its own name as trustee hereunder;

                  (c)      such Holder or Holders have offered to the Trustee a
reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;

                  (d)      the Trustee for 15 days after its receipt of such
notice, request and offer (and if requested, provision) of indemnity has failed
to institute any such proceeding; and

                  (e)      no direction inconsistent with such written request
has been given to the Trustee during such 15-day period by the Holders of a
majority in aggregate principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture, any Security or any Guarantee to affect, disturb or prejudice
the rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture,
any Security or any Guarantee, except in the manner provided in this Indenture
and for the equal and ratable benefit of all the Holders.

         Section 508.      Unconditional Right of Holders to Receive Principal,
Premium and


                                      -77-
<PAGE>

Interest.

                  Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right based on the terms stated herein,
which is absolute and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 309) interest on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption or repurchase, on the Redemption Date or the repurchase date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

         Section 509.      Restoration of Rights and Remedies.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture or any Guarantee and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, any Guarantor, any other obligor on the Securities, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

         Section 510.      Rights and Remedies Cumulative.

                  No right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

         Section 511.      Delay or Omission Not Waiver.

                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article Five or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

         Section 512.      Control by Holders.

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities shall have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee, or exercising any trust or power


                                      -78-
<PAGE>

conferred on the Trustee, provided that

                  (a)      such direction shall not be in conflict with any rule
of law or with this Indenture (including, without limitation, Section 507) or
any Guarantee, expose the Trustee to personal liability, or be unduly
prejudicial to Holders not joining therein; and

                  (b)      subject to the provisions of Section 315 of the Trust
Indenture Act, the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

         Section 513.      Waiver of Past Defaults.

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities may on behalf of the Holders of all
Outstanding Securities waive any past Default hereunder and its consequences,
except a Default

                  (a)      in the payment of the principal of, premium, if any,
or interest on any Security (which may only be waived with the consent of each
Holder of Securities affected); or

                  (b)      in respect of a covenant or a provision hereof which
under this Indenture cannot be modified or amended without the consent of the
Holder of each Security Outstanding affected by such modification or amendment.

                  Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon.

         Section 514.      Undertaking for Costs.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, 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, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section 514 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding
in the aggregate more than 10% in principal amount of the Outstanding
Securities, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of, premium, if any, or interest on, any Security on or
after the respective Stated Maturities expressed in such Security (or, in the
case of redemption, on or after the Redemption Date).


                                      -79-
<PAGE>

         Section 515.      Waiver of Stay, Extension or Usury Laws.

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

         Section 516.      Remedies Subject to Applicable Law.

                  All rights, remedies and powers provided by this Article Five
may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law in the premises, and all the provisions of this
Indenture are intended to be subject to all applicable mandatory provisions of
law which may be controlling in the premises and to be limited to the extent
necessary so that they will not render this Indenture invalid, unenforceable or
not entitled to be recorded, registered or filed under the provisions of any
applicable law.


                                      -80-
<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

         Section 601.      Duties of Trustee.

                  Subject to the provisions of Trust Indenture Act Sections
315(a) through 315(d):

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

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

                           (1)      the Trustee need perform only those duties
                  as are specifically set forth in this Indenture and no
                  covenants or obligations shall be implied in this Indenture
                  that are adverse to the Trustee; and

                           (2)      in the absence of bad faith or willful
                  misconduct on its part, the Trustee may conclusively rely, as
                  to the truth of the statements and the correctness of the
                  opinions expressed therein, upon certificates or opinions
                  furnished to the Trustee and conforming to the requirements of
                  this Indenture. However, the Trustee shall examine the
                  certificates and opinions to determine whether or not they
                  conform to the requirements of this Indenture;

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

                           (1)      this Subsection (c) does not limit the
                  effect of Subsection (b) of this Section 601;

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

                           (3)      the Trustee shall not be liable with respect
                  to any action it takes or omits to take in good faith, in
                  accordance with a direction of the Holders of a majority in
                  principal amount of Outstanding Securities relating to the
                  time, method and place of conducting any proceeding for any
                  remedy available to the Trustee, or exercising any trust or
                  power confirmed upon the Trustee under this Indenture;

                  (d)      no provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties


                                      -81-
<PAGE>

hereunder or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it;

                  (e)      whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
Subsections (a), (b), (c) and (d) of this Section 601; and

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

         Section 602.      Notice of Defaults.

                  Within 30 days after a Responsible Officer of the Trustee
receives notice of the occurrence of any Default, the Trustee shall transmit by
mail to all Holders and any other Persons entitled to receive reports pursuant
to Section 313(c) of the Trust Indenture Act, as their names and addresses
appear in the Security Register, notice of such Default hereunder known to the
Trustee, unless such Default shall have been cured or waived; provided, however,
that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Security, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders.

         Section 603.      Certain Rights of Trustee.

                  Subject to the provisions of Section 601 hereof and Trust
Indenture Act Sections 315(a) through 315(d):

                  (a)      the Trustee may rely and shall be protected in acting
or refraining from acting upon receipt by it of any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of Indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

                  (b)      any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company Order and
any resolution of the Board of Directors may be sufficiently evidenced by a
Board Resolution;

                  (c)      the Trustee may consult with counsel of its selection
and any advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon in accordance
with such advice or Opinion of Counsel;

                  (d)      the Trustee shall be under no obligation to exercise
any of the rights or


                                      -82-
<PAGE>

powers vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Trustee security or indemnity satisfactory to the Trustee against the costs,
expenses and liabilities which might be incurred therein or thereby in
compliance with such request or direction;

                  (e)      the Trustee shall not be liable for any action taken
or omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Indenture other than any
liabilities arising out of the negligence, bad faith or willful misconduct of
the Trustee;

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval, appraisal, bond, debenture, note, coupon, security or other
paper or document unless requested in writing to do so by the Holders of not
less than a majority in aggregate principal amount of the Securities then
Outstanding; provided that, if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
investigation so requested by the Holders of not less than 25% in aggregate
principal amount of the Securities Outstanding shall be paid by the Company or,
if paid by the Trustee or any predecessor Trustee, shall be repaid by the
Company upon demand; provided, further, the Trustee in its discretion may make
such further inquiry or investigation into such facts or matters as it may deem
fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney; and

                  (g)      the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct
or negligence on the part of any agent or attorney appointed with due care by it
hereunder.

         Section 604.      Trustee Not Responsible for Recitals, Dispositions of
Securities or Application of Proceeds Thereof.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company and the Guarantors, if any, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in any Statement of Eligibility and Qualification
on Form T-1 to be supplied to the Company will be true and accurate subject to
the qualifications set forth therein. The Trustee shall not be accountable for
the use or application by the Company of Securities or the proceeds thereof.


                                      -83-
<PAGE>

         Section 605.      Trustee and Agents May Hold Securities; Collections;
etc.

                  The Trustee, any Paying Agent, Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities, with the same rights it would have if it were
not the Trustee, Paying Agent, Security Registrar or such other agent and,
subject to Trust Indenture Act Sections 310 and 311, may otherwise deal with the
Company and receive, collect, hold and retain collections from the Company with
the same rights it would have if it were not the Trustee, Paying Agent, Security
Registrar or such other agent.

         Section 606.      Money Held in Trust.

                  All moneys received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Except for funds or securities
deposited with the Trustee pursuant to Article Four, the Trustee shall be
required to invest all moneys received by the Trustee, until used or applied as
herein provided, in Temporary Cash Investments in accordance with the directions
of the Company.

         Section 607.      Compensation and Indemnification of Trustee and Its
Prior Claim.

                  The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust) and the Company covenants and agrees to pay or reimburse the Trustee and
each predecessor Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence, bad faith or
willful misconduct. The Company also covenants and agrees to indemnify the
Trustee and each predecessor Trustee for, and to hold it harmless against, any
claim, loss, liability, tax, assessment or other governmental charge (other than
taxes applicable to the Trustee's compensation hereunder) or expense incurred
without negligence, bad faith or willful misconduct on its part, arising out of
or in connection with the acceptance or administration of this Indenture or the
trusts hereunder and its duties hereunder, including enforcement of this Section
607 and also including any liability which the Trustee may incur as a result of
failure to withhold, pay or report any tax, assessment or other governmental
charge, and the costs and expenses of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The obligations of the Company under this
Section 607 to compensate and indemnify the Trustee and each predecessor Trustee
and to pay or reimburse the Trustee and each predecessor Trustee for reasonable
expenses, disbursements and advances shall constitute an additional obligation
hereunder and shall survive the satisfaction and discharge of this Indenture and
the resignation or removal of the Trustee and each predecessor


                                      -84-
<PAGE>

Trustee.

         Section 608.      Conflicting Interests.

                  The Trustee shall comply with the provisions of Section 310(b)
of the Trust Indenture Act.

         Section 609.      Trustee Eligibility.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under Trust Indenture Act Section 310(a) and which
shall have a combined capital and surplus of at least $50,000,000, to the extent
there is an institution eligible and willing to serve. If the Trustee does not
have a Corporate Trust Office in The City of New York, the Trustee may appoint
an agent in The City of New York reasonably acceptable to the Company to conduct
any activities which the Trustee may be required under this Indenture to conduct
in The City of New York. If such Trustee publishes reports of condition at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia supervising or examining authority, then for the
purposes of this Section 609, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
609, the Trustee shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         Section 610.      Resignation and Removal; Appointment of Successor
Trustee.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor trustee under
Section 611.

                  (b)      The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign by giving written notice thereof to the
Company no later than 30 Business Days prior to the proposed date of
resignation. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee by written instrument executed by authority
of the Board of Directors of the Company, a copy of which shall be delivered to
the resigning Trustee and a copy to the successor trustee. If an instrument of
acceptance by a successor trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the resigning
Trustee may, or any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint and prescribe a successor trustee.

                  (c)      The Trustee may be removed at any time for any cause
or for no cause by an Act of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.


                                      -85-
<PAGE>

                  (d)      If at any time:

                           (1)      the Trustee shall fail to comply with the
                  provisions of Trust Indenture Act Section 310(b) after written
                  request therefor by the Company or by any Holder who has been
                  a bona fide Holder of a Security for at least six months,

                           (2)      the Trustee shall cease to be eligible under
                  Section 609 and shall fail to resign after written request
                  therefor by the Company or by any Holder who has been a bona
                  fide Holder of a Security for at least six months, or

                           (3)      the Trustee shall become incapable of acting
                  or shall be adjudged a bankrupt or insolvent, or a receiver of
                  the Trustee or of its property shall be appointed or any
                  public officer shall take charge or control of the Trustee or
                  of its property or affairs for the purpose of rehabilitation,
                  conservation or liquidation,

then, in any case, (i) the Company by a Board Resolution may remove the Trustee,
or (ii) subject to Section 514, the Holder of any Security who has been a bona
fide Holder of a Security for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor trustee and shall comply with the applicable requirements of Section
611. If, within 60 days after such resignation, removal or incapability, or the
occurrence of such vacancy, the Company has not appointed a successor Trustee, a
successor trustee shall be appointed by the Act of the Holders of a majority in
principal amount of the Outstanding Securities delivered to the Company and the
retiring Trustee. Such successor trustee so appointed shall forthwith upon its
acceptance of such appointment become the successor trustee and supersede the
successor trustee appointed by the Company. If no successor trustee shall have
been so appointed by the Company or the Holders of the Securities and accepted
appointment in the manner hereinafter provided, the Trustee or the Holder of any
Security who has been a bona fide Holder for at least six months may, subject to
Section 514, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor trustee.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor trustee by
mailing written notice of such event by first-class mail, postage prepaid, to
the Holders of Securities as their names and addresses appear in the Security
Register. Each notice shall include the name of the successor trustee and the
address of its Corporate Trust Office or agent hereunder.

         Section 611.      Acceptance of Appointment by Successor.


                                      -86-
<PAGE>

                  Every successor trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee as if originally named as
Trustee hereunder; but, nevertheless, on the written request of the Company or
the successor trustee, upon payment of its charges pursuant to Section 607 then
unpaid, such retiring Trustee shall pay over to the successor trustee all moneys
at the time held by it hereunder and shall execute and deliver an instrument
transferring to such successor trustee all such rights, powers, duties and
obligations. Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers.

                  No successor trustee with respect to the Securities shall
accept appointment as provided in this Section 611 unless at the time of such
acceptance such successor trustee shall be eligible to act as trustee under the
provisions of Trust Indenture Act Section 310(a) and this Article Six and shall
have a combined capital and surplus of at least $50,000,000 and have a Corporate
Trust Office or an agent selected in accordance with Section 609.

                  Upon acceptance of appointment by any successor trustee as
provided in this Section 611, the Company shall give notice thereof to the
Holders of the Securities, by mailing such notice to such Holders at their
addresses as they shall appear on the Security Register. If the acceptance of
appointment is substantially contemporaneous with the appointment, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 610. If the Company fails to give such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be given at the expense of the Company.

         Section 612.      Merger, Conversion, Consolidation or Succession to
Business.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee (including the trust created by this
Indenture) shall be the successor of the Trustee hereunder, provided that such
corporation shall be eligible under Trust Indenture Act Section 310(a) and this
Article Six and shall have a combined capital and surplus of at least
$50,000,000 and have a Corporate Trust Office or an agent selected in accordance
with Section 609, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

                  In case at the time such successor 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


                                      -87-
<PAGE>

either in the name of any predecessor hereunder or in the name of the successor
trustee; and in all such cases such certificate 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; provided that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation.

         Section 613.      Preferential Collection of Claims Against Company.

                  If and when the Trustee shall be or become a creditor of the
Company (or other obligor under the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor). A Trustee who has resigned or
been removed shall be subject to Trust Indenture Act Section 311(a) to the
extent indicated therein.


                                      -88-
<PAGE>

                                  ARTICLE SEVEN

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND THE COMPANY

         Section 701. Company to Furnish Trustee Names and Addresses of Holders.

                  The Company will furnish or cause to be furnished to the
Trustee

                  (a) semiannually, not more than 10 days after each Regular
Record Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date; and

                  (b) at such other times as the Trustee may reasonably request
in writing, within 30 days after receipt by the Company of any such request, a
list of similar form and content to that in subsection (a) hereof as of a date
not more than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

         Section 702.  Disclosure of Names and Addresses of Holders.

                  Holders may communicate pursuant to Trust Indenture Act
Section 312(b) with other Holders with respect to their rights under this
Indenture or the Securities, and the Trustee shall comply with Trust Indenture
Act Section 312(b). The Company, the Trustee, the Security Registrar and any
other Person shall have the protection of Trust Indenture Act Section 312(c).
Further, every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that none of the Company nor the Trustee or any
agent of either of them shall be held accountable by reason of the disclosure of
any information as to the names and addresses of the Holders in accordance with
Trust Indenture Act Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Trust Indenture
Act Section 312.

         Section 703.  Reports by Trustee.

                  (a) Within 60 days after May 15 of each year commencing with
the first May 15 after the issuance of Securities, the Trustee, if so required
under the Trust Indenture Act, shall transmit by mail to all Holders, in the
manner and to the extent provided in Trust Indenture Act Section 313(c), a brief
report dated as of such May 15 in accordance with and with respect to the
matters required by Trust Indenture Act Section 313(a). The Trustee shall also
transmit by mail to all Holders, in the manner and to the extent provided in
Trust Indenture Act Section 313(c), a brief report in accordance with and with
respect to the matters required by Trust Indenture Act Section 313(b)(2).

                  (b) A copy of each report transmitted to Holders pursuant to
this Section 703


                                      -89-
<PAGE>

shall, at the time of such transmission, be mailed to the Company and filed
with each stock exchange, if any, upon which the Securities are listed and also
with the Commission. The Company will notify the Trustee promptly if the
Securities are listed on any stock exchange.

         Section 704. Reports by Company and Guarantors.

                  The Company and each Guarantor, if any, as the case may be,
shall:

                  (a) file with the Trustee, within 15 days after the Company or
any Guarantor, as the case may be, is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company or any Guarantor may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company or any
Guarantor, as the case may be, is not required to file information, documents or
reports pursuant to either of said Sections, then it shall (i) deliver to the
Trustee annual audited financial statements of the Company and its Subsidiaries,
prepared on a Consolidated basis in conformity with GAAP, within 120 days after
the end of each fiscal year of the Company, and (ii) file with the Trustee and,
to the extent permitted by law, the Commission, in accordance with the rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations;

                  (b) file with the Trustee and the Commission, in accordance
with the rules and regulations prescribed from time to time by the Commission,
such additional information, documents and reports with respect to compliance by
the Company or any Guarantor, as the case may be, with the conditions and
covenants of this Indenture as are required from time to time by such rules and
regulations (including such information, documents and reports referred to in
Trust Indenture Act Section 314(a)); and

                  (c) within 15 days after the filing thereof with the Trustee,
transmit by mail to all Holders in the manner and to the extent provided in
Trust Indenture Act Section 313(c), such summaries of any information, documents
and reports required to be filed by the Company or any Guarantor, as the case
may be, pursuant to Section 1018 hereunder and subsections (a) and (b) of this
Section 704 as are required by rules and regulations prescribed from time to
time by the Commission.


                                      -90-


<PAGE>



                                  ARTICLE EIGHT

                      CONSOLIDATION, MERGER, SALE OF ASSETS

         Section 801.  Company and Guarantors, if any, May Consolidate, etc.,
                       Only on Certain Terms.

                  (a) The Company will not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
Persons, or permit any of its Restricted Subsidiaries to enter into any such
transaction or series of transactions, if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company and its Restricted Subsidiaries on a Consolidated basis to
any other Person or group of Persons, unless at the time and after giving effect
thereto

                  (1)      either (a) the Company will be the continuing
                           corporation or (b) the Person (if other than the
                           Company) formed by such consolidation or into which
                           the Company is merged or the Person which acquires by
                           sale, assignment, conveyance, transfer, lease or
                           disposition all or substantially all of the
                           properties and assets of the Company and its
                           Restricted Subsidiaries on a Consolidated basis (the
                           "Surviving Entity") will be a corporation duly
                           organized and validly existing under the laws of the
                           United States of America, any state thereof or the
                           District of Columbia and such Person expressly
                           assumes, by a supplemental indenture, in a form
                           reasonably satisfactory to the Trustee, all the
                           obligations of the Company under the Securities and
                           this Indenture and the Registration Rights Agreement,
                           as the case may be, and the Securities and this
                           Indenture and the Registration Rights Agreement will
                           remain in full force and effect as so supplemented
                           (and any Guarantees will be confirmed as applying to
                           such Surviving Entity's obligations);

                  (2)      immediately before and immediately after giving
                           effect to such transaction on a pro forma basis (and
                           treating any Indebtedness not previously an
                           obligation of the Company or any of its Restricted
                           Subsidiaries which becomes the obligation of the
                           Company or any of its Restricted Subsidiaries as a
                           result of such transaction as having been incurred at
                           the time of such transaction), no Default or Event of
                           Default will have occurred and be continuing;

                  (3)      immediately after giving effect to such transaction
                           on a pro forma basis (on the assumption that the
                           transaction occurred on the first day of the
                           four-quarter period for which financial statements
                           are available ending immediately prior to the
                           consummation of such transaction with the


                                      -91-

<PAGE>


                           appropriate adjustments with respect to the
                           transaction being included in such pro forma
                           calculation), the Company (or the Surviving Entity if
                           the Company is not the continuing obligor hereunder)
                           could incur $1.00 of additional Indebtedness (other
                           than Permitted Indebtedness) under Section 1008
                           herein;

                  (4)      at the time of the transaction each Guarantor, if
                           any, unless it is the other party to the transactions
                           described above, will have by supplemental indenture
                           confirmed that its Guarantee shall apply to such
                           Person's obligations under this Indenture and the
                           Securities; and

                  (5)      at the time of the transaction the Company or the
                           Surviving Entity will have delivered, or caused to be
                           delivered, to the Trustee, in form and substance
                           reasonably satisfactory to the Trustee, an Officers'
                           Certificate and an Opinion of Counsel, each to the
                           effect that such consolidation, merger, transfer,
                           sale, assignment, conveyance, transfer, lease or
                           other transaction and the supplemental indenture in
                           respect thereof comply with this Indenture and that
                           all conditions precedent herein provided for relating
                           to such transaction have been complied with.

                  (b)      Each Guarantor, if any, will not, and the Company
will not permit any Guarantor to, in a single transaction or through a series
of related transactions, consolidate with or merge with or into any other
Person (other than the Company or any Guarantor) or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person or group of Persons (other than the Company
or any Guarantor) or permit any of its Restricted Subsidiaries to enter into
any such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties
and assets of the Guarantor and its Restricted Subsidiaries on a Consolidated
basis to any other Person or group of Persons (other than the Company or any
Guarantor), unless at the time and after giving effect thereto

                  (1)      either (a) the Guarantor will be the continuing
                           entity in the case of a consolidation or merger
                           involving the Guarantor or (b) the Person (if other
                           than the Guarantor) formed by such consolidation or
                           into which such Guarantor is merged or the Person
                           which acquires by sale, assignment, conveyance,
                           transfer, lease or disposition all or substantially
                           all of the properties and assets of the Guarantor and
                           its Restricted Subsidiaries on a Consolidated basis
                           (the "Surviving Guarantor Entity") will be duly
                           organized and validly existing under the laws of the
                           United States of America, any state thereof or the
                           District of Columbia and such Person expressly
                           assumes, by a supplemental indenture, in a form
                           reasonably satisfactory to the Trustee, all the
                           obligations of such Guarantor under its Guarantee of
                           the Securities and this Indenture and the
                           Registration Rights


                                      -92-

<PAGE>


                           Agreement and such Guarantee, Indenture and
                           Registration Rights Agreement will remain in full
                           force and effect;

                  (2)      immediately before and immediately after giving
                           effect to such transaction on a pro forma basis, no
                           Default or Event of Default will have occurred and be
                           continuing; and

                  (3)      at the time of the transaction such Guarantor or the
                           Surviving Guarantor Entity will have delivered, or
                           caused to be delivered, to the Trustee, in form and
                           substance reasonably satisfactory to the Trustee, an
                           Officers' Certificate and an Opinion of Counsel, each
                           to the effect that such consolidation, merger,
                           transfer, sale, assignment, conveyance, lease or
                           other transaction and the supplemental indenture in
                           respect thereof comply with this Indenture and that
                           all conditions precedent herein provided for relating
                           to such transaction have been complied with.

                  (c) Notwithstanding the foregoing, the provisions of Section
801(b) shall not apply to any Guarantor whose Guarantee of the Securities is
unconditionally released and discharged in accordance with paragraph (c) of
Section 1013.

                  (d) Notwithstanding the foregoing paragraphs (a) and (b) of
this Section 801, (i) any Restricted Subsidiary may consolidate with, merge into
or transfer all or part of its properties and assets to the Company and (ii) the
Company may merge with an Affiliate that has no significant assets or
liabilities and was formed solely for the purpose of changing the jurisdiction
of organization of the Company in another state of the United States, so long as
the amount of Indebtedness of the Company and its Restricted Subsidiaries is not
increased thereby and provided that the successor Person assumes all the
obligations of the Company under the Registration Rights Agreement, this
Indenture and the Securities or its Guarantee, as the case may be, pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee.

         Section 802.  Successor Substituted.

                  Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company or any Guarantor, if any, in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company or such Guarantor, as the case may be, is merged, or the
successor Person to which such sale, assignment, conveyance, transfer, lease or
disposition is made, shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be,
under this Indenture, the Securities and/or the related Guarantee, as the case
may be, and the Registration Rights Agreement, with the same effect as if such
successor had been named as the Company or such Guarantor, as the case may be,
herein, in the Securities and/or in the Guarantee, as the case may be, and the
Registration Rights Agreement, and the Company or such Guarantor, as the case
may be, would be discharged (other than in a transaction that results in the
transfer of assets constituting or accounting for less than 95% of the
Consolidated assets (as of the last balance sheet date available to the Company)


                                      -93-

<PAGE>

of the Company or the Consolidated revenue of the Company (as of the last
12-month period for which financial statements are available)) from all
obligations and covenants under this Indenture and the Securities or its
Guarantee, as the case may be, and the Registration Rights Agreement; provided
that in the case of a transfer by lease, the predecessor shall not be released
from the payment of principal and interest on the Securities or its Guarantee,
if any, as the case may be.


                                      -94-


<PAGE>



                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         Section 901.  Supplemental Indentures and Agreements without
                       Consent of Holders.

                  Without the consent of any Holders, the Company, the
Guarantors, if any, and any other obligor under the Securities when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto or agreements or other
instruments with respect to this Indenture, the Securities or any Guarantee, in
form and substance satisfactory to the Trustee, for any of the following
purposes:

                  (a) to evidence the succession of another Person to the
Company, any Guarantor or any other obligor upon the Securities, and the
assumption by any such successor of the covenants of the Company or such
Guarantor or obligor herein and in the Securities and in any Guarantee in
accordance with Article Eight;

                  (b) to add to the covenants of the Company, any Guarantor or
any other obligor upon the Securities for the benefit of the Holders or to
surrender any right or power conferred upon the Company or any Guarantor or any
other obligor upon the Securities, as applicable, herein, in the Securities or
in any Guarantee;

                  (c) to cure any ambiguity, or to correct or supplement any
provision herein or in any supplemental indenture, in the Securities or in any
Guarantee which may be defective or inconsistent with any other provision
herein, in the Securities or in any Guarantee or make any other provisions with
respect to matters or questions arising under this Indenture, the Securities or
any Guarantee; provided that, in each case, such provisions shall not adversely
affect the interest of the Holders;

                  (d) to comply with the requirements of the Commission in order
to effect or maintain the qualification of this Indenture under the Trust
Indenture Act, as contemplated by Section 905 or otherwise;

                  (e) to add a Guarantor pursuant to the requirements of Section
1013 hereof or otherwise;

                  (f) to evidence and provide the acceptance of the appointment
of a successor Trustee hereunder; or

                  (g) to mortgage, pledge, hypothecate or grant a security
interest in favor of the Trustee for the benefit of the Holders as additional
security for the payment and performance of the Company's and any Guarantor's
Indenture Obligations, in any property, or assets, including any of which are
required to be mortgaged, pledged or hypothecated, or in which a security
interest is required to be granted to the Trustee pursuant to this Indenture or
otherwise.


                                      -95-

<PAGE>


         Section 902. Supplemental Indentures and Agreements with
                      Consent of Holders.

                  Except as permitted by Section 901, with the consent of the
Holders of at least a majority in aggregate principal amount of the Outstanding
Securities (including consents obtained in connection with a tender offer or
exchange offer for Securities), by Act of said Holders delivered to the Company,
each Guarantor, if any, and the Trustee, the Company and each Guarantor (if a
party thereto) when authorized by Board Resolutions, and the Trustee may (i)
enter into an indenture or indentures supplemental hereto or agreements or other
instruments with respect to any Guarantee in form and substance satisfactory to
the Trustee, for the purpose of adding any provisions to or amending, modifying
or changing in any manner or eliminating any of the provisions of this
Indenture, the Securities or any Guarantee (including but not limited to, for
the purpose of modifying in any manner the rights of the Holders under this
Indenture, the Securities or any Guarantee) or (ii) waive compliance with any
provision in this Indenture, the Securities or any Guarantee (other than waivers
of past Defaults covered by Section 513 and waivers of covenants which are
covered by Section 1020); provided, however, that no such supplemental
indenture, agreement or instrument shall, without the consent of the Holder of
each Outstanding Security affected thereby:

                  (a) change the Stated Maturity of the principal of, or any
installment of interest on, or change to an earlier date any Redemption Date of,
or waive a default in the payment of the principal of, premium, if any, or
interest on, any such Security or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or
change the coin or currency in which the principal of any such Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date);

                  (b) amend, change or modify the obligation of the Company to
make and consummate a Change of Control Offer in the event of a Change of
Control in accordance with Section 1015, including amending, changing or
modifying any definitions related thereto;

                  (c) reduce the percentage in principal amount of such
Outstanding Securities, the consent of whose holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver or compliance with certain provisions of this Indenture;

                  (d) modify any of the provisions of this Section 902 or
Section 513 or Section 1020, except to increase the percentage of such
Outstanding Securities required for such actions or to provide that certain
other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each such Security affected thereby;

                  (e) except as otherwise permitted under Article Eight, consent
to the assignment or transfer by the Company or any Guarantor of any of its
rights and obligations hereunder; or

                  (f) amend or modify any of the provisions of this Indenture
relating to the

                                      -96-

<PAGE>
subordination of the Securities or any Guarantee in any manner adverse to the
Holders of the Securities or any Guarantee.

                  Upon the written request of the Company and each Guarantor, if
any, accompanied by a copy of Board Resolutions authorizing the execution of any
such supplemental indenture or Guarantee, and upon the filing with the Trustee
of evidence of the consent of Holders as aforesaid, the Trustee shall join with
the Company and each Guarantor in the execution of such supplemental indenture
or Guarantee.

                  It shall not be necessary for any Act of Holders under this
Section 902 to approve the particular form of any proposed supplemental
indenture or Guarantee or agreement or instrument relating to any Guarantee, but
it shall be sufficient if such Act shall approve the substance thereof.

         Section 903.  Execution of Supplemental Indentures and Agreements.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture, agreement, instrument or waiver permitted by this
Article Nine or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Trust
Indenture Act Sections 315(a) through 315(d) and Section 602 hereof) shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate stating that the execution of such supplemental indenture, agreement
or instrument (a) is authorized or permitted by this Indenture and (b) does not
violate the provisions of any agreement or instrument evidencing any other
Indebtedness of the Company, any Guarantor or any other Restricted Subsidiary.
The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture, agreement or instrument which affects the Trustee's own rights,
duties or immunities under this Indenture, any Guarantee or otherwise.

         Section 904.  Effect of Supplemental Indentures.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

         Section 905. Conformity with Trust Indenture Act.

         Every supplemental indenture executed pursuant to this Article Nine
shall conform to the requirements of the Trust Indenture Act as then in effect.

         Section 906.  Reference in Securities to Supplemental Indentures.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article Nine may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If


                                      -97-

<PAGE>


the Company shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any such supplemental
indenture may be prepared and executed by the Company and each Guarantor and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.

         Section 907.  Notice of Supplemental Indentures.

                  Promptly after the execution by the Company, any Guarantor and
the Trustee of any supplemental indenture pursuant to the provisions of Section
902, the Company shall give notice thereof to the Holders of each Outstanding
Security affected, in the manner provided for in Section 106, setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         Section 908.  Revocation and Effects of Consents.

                  Until an amendment or waiver becomes effective, a consent to
it by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
Indebtedness as the consenting Holder's Security, even if a notation of the
consent is not made on any Security. However, any such Holder, or subsequent
Holder, may revoke the consent as to his Security or portion of a Security if
the Trustee receives the notice of revocation before the date the amendment or
waiver becomes effective. An amendment or waiver shall become effective in
accordance with its terms and thereafter bind every Holder.


                                      -98-

<PAGE>



                                   ARTICLE TEN

                                    COVENANTS

         Section 1001.  Payment of Principal, Premium and Interest.

                  The Company shall duly and punctually pay the principal of,
premium, if any, and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

         Section 1002.  Maintenance of Office or Agency.

                  The Company shall maintain an office or agency where
Securities may be presented or surrendered for payment. The Company also will
maintain an office or agency where Securities may be surrendered for
registration of transfer, redemption or exchange and where notices and demands
to or upon the Company in respect of the Securities and this Indenture may be
served. The office of the Trustee, at its Corporate Trust Office initially
located at 180 East 5th Street, St. Paul, Minnesota 55101, will 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 the location and any change in the
location of any such offices or agencies. If at any time the Company shall fail
to maintain any such required offices or agencies or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the office of the agent of the Trustee and the
Company hereby appoints the Trustee such agent as its agent to receive all such
presentations, surrenders, notices and demands.

                  The Company may from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes, and may from time to time rescind such designation. 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 office or agency.

                  The Trustee shall initially act as Paying Agent for the
Securities.

         Section 1003.  Money for Security Payments to Be Held in Trust.

                  If the Company or any of its Affiliates shall at any time act
as Paying Agent, it will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, segregate and hold in
trust for the benefit of the Holders entitled thereto a sum sufficient to pay
the principal, 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 of its action or failure so to act.

                  If the Company or any of its Affiliates is not acting as
Paying Agent, the Company will, on or before each due date of the principal of,
premium, if any, or interest on any of the Securities, deposit with a Paying
Agent a sum in same day funds sufficient to pay the principal,


                                      -99-

<PAGE>


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 of such action or any failure so to act.

                  If the Company is not acting as Paying Agent, 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 1003, that such Paying Agent will:

                  (a) hold all sums held by it for the payment of the principal
of, premium, if any, or interest on the 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 notice of any Default by the Company or
any Guarantor (or any other obligor upon the Securities) in the making of any
payment of principal, premium, if any, or interest on the Securities;

                  (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; and

                  (d) acknowledge, accept and agree to comply in all aspects
with the provisions of this Indenture relating to the duties, rights and
liabilities of 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 money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium,
if any, or interest on any Security and remaining unclaimed for two years after
such principal and premium, if any, or interest has become due and payable shall
promptly be paid to the Company on Company Request, 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, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), and mail to each such Holder, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such notification,
publication and mailing, any unclaimed balance of such money then remaining will


                                     -100-
<PAGE>

promptly be repaid to the Company.


         Section 1004.  Corporate Existence.

                  Subject to Article Eight, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence and related rights and franchises (charter and statutory) of
the Company and each Restricted Subsidiary; provided, however, that the Company
shall not be required to preserve any such right or franchise or the corporate
existence of any such Restricted Subsidiary if the Board of Directors of the
Company shall determine that the preservation thereof is no longer necessary or
desirable in the conduct of the business of the Company and its Restricted
Subsidiaries as a whole and that the loss thereof would not reasonably be
expected to have a material adverse effect on the ability of the Company to
perform its obligations hereunder; and provided, further, however, that the
foregoing shall not prohibit a sale, transfer or conveyance of a Restricted
Subsidiary or any of its assets in compliance with the terms of this Indenture.

         Section 1005.  Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, on or before the date the same shall become due and payable, (a) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any of its Restricted Subsidiaries shown to be due on any return of the
Company or any of its Restricted Subsidiaries or otherwise assessed or upon the
income, profits or property of the Company or any its Restricted Subsidiaries if
failure to pay or discharge the same could reasonably be expected to have a
material adverse effect on the ability of the Company or any Guarantor to
perform its obligations hereunder and (b) all lawful claims for labor, materials
and supplies, which, if unpaid, would by law become a Lien upon the property of
the Company or any of its Restricted Subsidiaries, except for any Lien permitted
to be incurred under Section 1011, if failure to pay or discharge the same could
reasonably be expected to have a material adverse effect on the ability of the
Company or any Guarantor to perform its obligations hereunder; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings properly instituted and diligently conducted and in respect of which
appropriate reserves (in the good faith judgment of management of the Company)
are being maintained in accordance with GAAP.

         Section 1006.  Maintenance of Properties.

                  The Company shall cause all material properties owned by the
Company and its Restricted Subsidiaries or used or held for use in the conduct
of its business or the business of any of its Restricted Subsidiaries to be
maintained and kept in good condition, repair and working order (ordinary wear
and tear excepted) and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the reasonable judgment of the Company may be
consistent with sound business practice and necessary so that the business
carried on in connection therewith


                                     -101-

<PAGE>



may be properly conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from discontinuing the maintenance of any of
such properties if such discontinuance is, in the reasonable judgment of the
Company, desirable in the conduct of its business or the business of any of the
its Restricted Subsidiaries and not reasonably expected to have a material
adverse effect on the ability of the Company to perform its obligations
hereunder; provided, further, however, that the foregoing shall not prohibit a
sale, transfer or conveyance of a Restricted Subsidiary or any of its properties
or assets in compliance with the terms of this Indenture.

         Section 1007.  Maintenance of Insurance.

                  The Company shall at all times keep all of its and its
Restricted Subsidiaries' properties which are of an insurable nature insured
with insurers, believed by the Company in good faith to be financially sound and
responsible, and/or by prudent self-insurance, against loss or damage to the
extent that property of similar character is usually so insured by corporations
similarly situated and owning like properties in the same general geographic
areas in which the Company and its Restricted Subsidiaries operate, except where
the failure to do so could not reasonably be expected to have a material adverse
effect on the condition (financial or otherwise), earnings, business affairs or
prospects of the Company and its Restricted Subsidiaries, taken as a whole.

         Section 1008.  Limitation on Indebtedness.

                  (a) The Company will not, and will not cause or permit any of
its Restricted Subsidiaries to, create, issue, incur, assume, guarantee or
otherwise in any manner become directly or indirectly liable for the payment of
or otherwise incur, contingently or otherwise (collectively, "incur"), any
Indebtedness (including any Acquired Indebtedness), unless such Indebtedness is
incurred by the Company or any Guarantor or constitutes Acquired Indebtedness of
a Restricted Subsidiary and, in each case, the Company's Consolidated Fixed
Charge Coverage Ratio for the most recent four full fiscal quarters for which
financial statements are available immediately preceding the incurrence of such
Indebtedness taken as one period is at least equal to or greater than 2:1.

                  (b) Notwithstanding the foregoing, the Company and, to the
extent specifically set forth below, the Restricted Subsidiaries may incur each
and all of the following (collectively, the "Permitted Indebtedness"):

                  (i) Indebtedness of the Company or any Guarantor (and
         Guarantees of such Indebtedness by any Subsidiaries that have become
         Guarantors) under (x) one or more revolving credit facilities, lines of
         credit, letters of credit or term loans, (y) any renewal, extension,
         substitution, refunding, refinancing or replacement (a "refinancing")
         of any Indebtedness described under clause (x), or (z) any other
         agreement (A) which is a Capital Lease Obligation or a Purchase Money
         Obligation or (B) which is secured by a Lien on assets of the Company,
         in an aggregate principal amount at any one time outstanding under
         clauses (x), (y) and (z) collectively not to exceed (1) the greater of
         (a)


                                     -102-

<PAGE>

         $150 million or (b) 15% of Consolidated Tangible Assets, plus (2) the
         amount by which the Indebtedness outstanding under clause (ii) of this
         definition of Permitted Indebtedness is less than the maximum principal
         amount which may be borrowed pursuant to such clause (ii);

                  (ii)   Indebtedness of Non-Recourse Real Estate Subsidiaries
         in the aggregate principal amount collectively not to exceed (1) the
         greater of (a) $50 million or (b) 5% of Consolidated Tangible Assets,
         minus (2) the principal amount of Indebtedness incurred pursuant to
         clause (2) of clause (i) of this definition of Permitted Indebtedness;

                  (iii)  Indebtedness of the Company pursuant to the Securities
         in an aggregate principal amount not to exceed $250 million and
         Indebtedness of any Guarantor pursuant to a Guarantee of the
         Securities;

                  (iv)   Indebtedness of the Company or any Restricted
         Subsidiary outstanding on the date of this Indenture, listed on
         Schedule I to this Indenture;

                  (v)    Indebtedness of the Company owing to a Restricted
         Subsidiary; provided that any Indebtedness of the Company owing to a
         Restricted Subsidiary that is not a Guarantor is made pursuant to an
         intercompany note in the form attached to this Indenture and is
         unsecured and is subordinated in right of payment from and after such
         time as the Securities shall become due and payable (whether at Stated
         Maturity, acceleration or otherwise) to the payment and performance of
         the Company's obligations under the Securities; provided, further, that
         any disposition, pledge or transfer of any such Indebtedness to a
         Person (other than a disposition, pledge or transfer to a Restricted
         Subsidiary) shall be deemed to be an incurrence of such Indebtedness by
         the Company or other obligor not permitted by this clause (v);

                  (vi)   Indebtedness of a Restricted Subsidiary (other than a
         Non-Recourse Real Estate Subsidiary) owing to the Company or another
         Restricted Subsidiary; provided that any such Indebtedness is made
         pursuant to an intercompany note in the form attached to this
         Indenture; provided, further, that (A) any disposition, pledge or
         transfer of any such Indebtedness to a Person (other than a
         disposition, pledge or transfer to the Company or a Restricted
         Subsidiary) shall be deemed to be an incurrence of such Indebtedness by
         the obligor not permitted by this clause (vi), and (B) any transaction
         pursuant to which any Restricted Subsidiary, which has Indebtedness
         owing to the Company or any other Restricted Subsidiary, ceases to be a
         Restricted Subsidiary shall be deemed to be the incurrence of
         Indebtedness by such Restricted Subsidiary that is not permitted by
         this clause (vi);

                  (vii)  Guarantees of any Restricted Subsidiary made in
         accordance with Section 1013 herein;

                  (viii) obligations of the Company or any Restricted Subsidiary
         entered into in the ordinary course of business (A) pursuant to
         Interest Rate Agreements designed to


                                     -103-

<PAGE>


         protect the Company or any Restricted Subsidiary against fluctuations
         in interest rates in respect of Indebtedness of the Company or any
         Restricted Subsidiary as long as such obligations do not exceed the
         aggregate principal amount of such Indebtedness then outstanding; (B)
         under any Currency Hedging Agreements, relating to (1) Indebtedness of
         the Company or any Restricted Subsidiary and/or (2) obligations to
         purchase or sell assets or properties, in each case, incurred in the
         ordinary course of business of the Company or any Restricted
         Subsidiary; provided, however, that such Currency Hedging Agreements do
         not increase the Indebtedness or other obligations of the Company or
         any Restricted Subsidiary outstanding other than as a result of
         fluctuations in foreign currency exchange rates or by reason of fees,
         indemnities and compensation payable thereunder; or (C) under any
         Commodity Price Protection Agreements which do not increase the amount
         of Indebtedness or other obligations of the Company or any Restricted
         Subsidiary outstanding other than as a result of fluctuations in
         commodity prices or by reason of fees, indemnities and compensation
         payable thereunder;

                  (ix)  Indebtedness of the Company or any of its Restricted
         Subsidiaries constituting reimbursement obligations with respect to
         letters of credit issued in the ordinary course of business, including,
         without limitation, letters of credit in respect of workers'
         compensation claims or self-insurance, or other Indebtedness with
         respect to reimbursement type obligations regarding workers'
         compensation claims;

                  (x)   Indebtedness arising from agreements of the Company or a
         Restricted Subsidiary providing for indemnification, earn outs,
         adjustments of purchase price or similar obligations, in each case,
         incurred or assumed in connection with the disposition of any business,
         assets or a Restricted Subsidiary; provided, however, that (1) such
         Indebtedness is not reflected on the balance sheet of the Company or
         any Restricted Subsidiary (contingent obligations referred to in a
         footnote to financial statements and not otherwise reflected on the
         balance sheet will not be deemed to be reflected on such balance sheet
         for purposes of this clause (1)) and (2) the maximum assumable
         liability in respect of all such Indebtedness shall at no time exceed
         the gross proceeds including noncash proceeds (the Fair Market Value of
         such noncash proceeds being measured at the time received and without
         giving effect to any subsequent changes in value) actually received by
         the Company and its Restricted Subsidiaries in connection with such
         disposition;

                  (xi)  Indebtedness solely in respect of surety, performance or
         appeal bonds, to the extent that such incurrence does not result in the
         incurrence of any obligation for the payment of borrowed money to
         others;

                  (xii) any renewals, extensions, substitutions, refundings,
         refinancings or replacements (collectively, a "refinancing") of any
         Indebtedness described in paragraph (a) of this Section and clauses
         (iii) and (iv) of this paragraph (b) of this definition of "Permitted
         Indebtedness," including any successive refinancings so long as the
         borrower under such refinancing is the Company or, if not the Company,
         the same as the borrower


                                     -104-

<PAGE>


         of the Indebtedness being refinanced or a Non-Recourse Real Estate
         Subsidiary in respect of the refinancing of Indebtedness of a
         Non-Recourse Real Estate Subsidiary and the aggregate principal amount
         of Indebtedness represented thereby (or if such Indebtedness provides
         for an amount less than the principal amount thereof to be due and
         payable upon a declaration of acceleration of the maturity thereof, the
         original issue price of such Indebtedness plus any accreted value
         attributable thereto since the original issuance of such Indebtedness)
         is not increased (I) in the case of refinancings of Indebtedness under
         clause (iv), to a principal amount in excess of the principal amount on
         the date of this Indenture or (II) in all other cases, by such
         refinancing plus the lesser of (A) the stated amount of any premium or
         other payment required to be paid in connection with such a refinancing
         pursuant to the terms of the Indebtedness being refinanced or (B) the
         amount of premium or other payment actually paid at such time to
         refinance the Indebtedness, plus, in either case, the amount of
         expenses of the Company incurred in connection with such refinancing
         and (1) in the case of any refinancing of Indebtedness that is
         Subordinated Indebtedness, such new Indebtedness is made subordinated
         to the Securities at least to the same extent as the Indebtedness being
         refinanced and (2) in the case of Pari Passu Indebtedness or
         Subordinated Indebtedness, as the case may be, such refinancing does
         not reduce the Average Life to Stated Maturity or the Stated Maturity
         of such Indebtedness; and

                  (xiii) Indebtedness of the Company or any Restricted
         Subsidiaries in addition to that described in clauses (i) through (xii)
         above, and any renewals, extensions, substitutions, refinancings or
         replacements of such Indebtedness, so long as the aggregate principal
         amount of all such Indebtedness shall not exceed $20 million
         outstanding at any one time in the aggregate.

                  (c) For purposes of determining compliance with this Section
1008, in the event that an item of Indebtedness meets the criteria of more than
one of the types of Indebtedness permitted by this Section 1008, the Company in
its sole discretion shall classify or reclassify such item of Indebtedness and
only be required to include the amount of such Indebtedness as one of such
types. Accrual of interest, accretion or amortization of original issue discount
and the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, will not be deemed to be an incurrence of
Indebtedness for purposes of this covenant; provided, in each such case, that
the amount thereof is included in Consolidated Interest Expense of the Company
as accrued.

         Section 1009.  Limitation on Restricted Payments.

                  (a) The Company will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly:

                  (i)     declare or pay any dividend on, or make any
                          distribution to holders of, any shares of the
                          Company's Capital Stock (other than dividends or
                          distributions payable solely in shares of its
                          Qualified Capital Stock or in


                                     -105-

<PAGE>

                          options, warrants or other rights to acquire shares
                          of such Qualified Capital Stock);

                  (ii)    purchase, redeem, defease or otherwise acquire or
                          retire for value, directly or indirectly, the
                          Company's Capital Stock or any Capital Stock of any
                          Affiliate of the Company (other than Capital Stock of
                          any Wholly Owned Restricted Subsidiary of the Company)
                          or options, warrants or other rights to acquire such
                          Capital Stock;

                  (iii)   make any principal payment on, or repurchase, redeem,
                          defease, retire or otherwise acquire for value, prior
                          to any scheduled principal payment, sinking fund
                          payment or maturity, any Subordinated Indebtedness;

                  (iv)    declare or pay any dividend or distribution on any
                          Capital Stock of any Restricted Subsidiary to any
                          Person (other than (a) to the Company or any of its
                          Wholly Owned Restricted Subsidiaries or (b) dividends
                          or distributions made by a Restricted Subsidiary on a
                          pro rata basis to all stockholders of such Restricted
                          Subsidiary); or

                  (v)     make any Investment in any Person (other than any
                          Permitted Investments)

(any of the foregoing actions described in clauses (i) through (v) above, other
than any such action that is a Permitted Payment (as defined below),
collectively, "Restricted Payments") (the amount of any such Restricted Payment,
if other than cash, shall be the Fair Market Value of the assets proposed to be
transferred, as determined by the Board of Directors of the Company, whose
determination shall be conclusive and evidenced by a Board Resolution), unless

         (1)      immediately before and immediately after giving effect to such
                  proposed Restricted Payment on a pro forma basis, no Default
                  or Event of Default shall have occurred and be continuing and
                  such Restricted Payment shall not be an event which is, or
                  after notice or lapse of time or both, would be, an "event of
                  default" under the terms of any Indebtedness of the Company or
                  its Restricted Subsidiaries;

         (2)      immediately before and immediately after giving effect to such
                  Restricted Payment on a pro forma basis, the Company could
                  incur $1.00 of additional Indebtedness (other than Permitted
                  Indebtedness) under the provisions of Section 1008 herein; and

         (3)      after giving effect to the proposed Restricted Payment, the
                  aggregate amount of all such Restricted Payments declared or
                  made after the date of this Indenture and all Designation
                  Amounts does not exceed the sum of:

                  (A)      50% of the aggregate Consolidated Net Income of the
                           Company accrued on a cumulative basis during the
                           period beginning on the first day of the


                                     -106-

<PAGE>


                           Company's fiscal quarter beginning after the date of
                           this Indenture and ending on the last day of the
                           Company's last fiscal quarter ending prior to the
                           date of the Restricted Payment (or, if such aggregate
                           cumulative Consolidated Net Income shall be a loss,
                           minus 100% of such loss);

                  (B)      the aggregate Net Cash Proceeds received after the
                           date of this Indenture by the Company either (I) as
                           capital contributions in the form of common equity to
                           the Company or (II) from the issuance or sale (other
                           than to any of its Subsidiaries) of Qualified Capital
                           Stock of the Company or any options, warrants or
                           rights to purchase such Qualified Capital Stock of
                           the Company (except, in each case, to the extent such
                           proceeds are used to purchase, redeem or otherwise
                           retire Capital Stock or Subordinated Indebtedness as
                           set forth below in clause (ii) or (iii) of paragraph
                           (b) below) (and excluding the Net Cash Proceeds from
                           the issuance of Qualified Capital Stock financed,
                           directly or indirectly, using funds borrowed from the
                           Company or any Subsidiary until and to the extent
                           such borrowing is repaid);

                  (C)      the aggregate Net Cash Proceeds received after the
                           date of this Indenture by the Company (other than
                           from any of its Subsidiaries) upon the exercise of
                           any options, warrants or rights to purchase Qualified
                           Capital Stock of the Company (and excluding the Net
                           Cash Proceeds from the exercise of any options,
                           warrants or rights to purchase Qualified Capital
                           Stock financed, directly or indirectly, using funds
                           borrowed from the Company or any Subsidiary until and
                           to the extent such borrowing is repaid);

                  (D)      the aggregate Net Cash Proceeds received after the
                           date of this Indenture by the Company from the
                           conversion or exchange, if any, of debt securities or
                           Redeemable Capital Stock of the Company or its
                           Restricted Subsidiaries into or for Qualified Capital
                           Stock of the Company plus, to the extent such debt
                           securities or Redeemable Capital Stock were issued
                           after the date of this Indenture, the aggregate of
                           Net Cash Proceeds from their original issuance (and
                           excluding the Net Cash Proceeds from the conversion
                           or exchange of debt securities or Redeemable Capital
                           Stock financed, directly or indirectly, using funds
                           borrowed from the Company or any Subsidiary until and
                           to the extent such borrowing is repaid); and

                  (E)      (a) in the case of the disposition or repayment of
                           any Investment constituting a Restricted Payment made
                           after the date of this Indenture, an amount (to the
                           extent not included in Consolidated Net Income) equal
                           to (x) the return of capital with respect to such
                           Investment, plus (y) 50% of any amounts received in
                           excess of the return of capital to the extent such
                           amount is not otherwise included in Consolidated Net
                           Income of the Company or its Restricted Subsidiaries,
                           in any case, less the cost of the


                                     -107-

<PAGE>


                           disposition of such Investment and net of taxes, and
                           (b) in the case of the designation of an Unrestricted
                           Subsidiary as a Restricted Subsidiary (as long as the
                           designation of such Subsidiary as an Unrestricted
                           Subsidiary was deemed a Restricted Payment), the Fair
                           Market Value of the Company's interest in such
                           Subsidiary provided that such amount shall not in any
                           case exceed (x) the amount of the Restricted Payment
                           deemed made at the time the Subsidiary was designated
                           as an Unrestricted Subsidiary, plus (y) 50% of any
                           increase in the Fair Market Value of such Company's
                           interest in such Subsidiary over such Subsidiary's
                           value on the date such Subsidiary was designated an
                           Unrestricted Subsidiary to the extent such amount is
                           not otherwise included in Consolidated Net Income of
                           the Company or its Restricted Subsidiaries.

                  (b) Notwithstanding the foregoing, and in the case of clauses
(ii) through (v) below, so long as no Default or Event of Default is continuing
or would arise therefrom, the foregoing provisions shall not prohibit the
following actions (each of clauses (i) through (iv) and (vi) being referred to
as a "Permitted Payment"):

                  (i)     the payment of any dividend within 60 days after the
                          date of declaration thereof, if at such date of
                          declaration such payment was permitted by the
                          provisions of paragraph (a) of this Section and such
                          payment shall have been deemed to have been paid on
                          such date of declaration and shall not have been
                          deemed a "Permitted Payment" for purposes of the
                          calculation required by paragraph (a) of this Section
                          1009;

                  (ii)    the repurchase, redemption, or other acquisition or
                          retirement for value of any shares of any class of
                          Capital Stock of the Company in exchange for
                          (including any such exchange pursuant to the exercise
                          of a conversion right or privilege in connection with
                          which cash is paid in lieu of the issuance of
                          fractional shares or scrip), or out of the Net Cash
                          Proceeds of a substantially concurrent issuance and
                          sale for cash (other than to a Subsidiary) of, other
                          shares of Qualified Capital Stock of the Company;
                          provided that the Net Cash Proceeds from the issuance
                          of such shares of Qualified Capital Stock are excluded
                          from clause (3)(B) of paragraph (a) of this Section
                          1009;

                  (iii)   the repurchase, redemption, defeasance, retirement or
                          acquisition for value or payment of principal of any
                          Subordinated Indebtedness in exchange for, or in an
                          amount not in excess of the Net Cash Proceeds of, a
                          substantially concurrent issuance and sale for cash
                          (other than to any Subsidiary of the Company) of any
                          Qualified Capital Stock of the Company, provided that
                          the Net Cash Proceeds from the issuance of such shares
                          of Qualified Capital Stock are excluded from clause
                          (3)(B) of paragraph (a) of this Section 1009;


                                     -108-

<PAGE>


                  (iv)     the repurchase, redemption, defeasance, retirement,
                           refinancing, acquisition for value or payment of
                           principal of any Subordinated Indebtedness (other
                           than Redeemable Capital Stock) (a "refinancing")
                           through the substantially concurrent issuance of new
                           Subordinated Indebtedness of the Company, provided
                           that any such new Subordinated Indebtedness (A) shall
                           be in a principal amount that does not exceed the
                           principal amount so refinanced (or, if such
                           Subordinated Indebtedness provides for an amount less
                           than the principal amount thereof to be due and
                           payable upon a declaration of acceleration thereof,
                           then such lesser amount as of the date of
                           determination), plus the lesser of (1) the stated
                           amount of any premium or other payment required to be
                           paid in connection with such a refinancing pursuant
                           to the terms of the Indebtedness being refinanced or
                           (2) the amount of premium or other payment actually
                           paid at such time to refinance the Indebtedness,
                           plus, in either case, the amount of expenses of the
                           Company incurred in connection with such refinancing;
                           (B) has an Average Life to Stated Maturity greater
                           than the remaining Average Life to Stated Maturity of
                           the Securities; (C) has a Stated Maturity for its
                           final scheduled principal payment later than the
                           Stated Maturity for the final scheduled principal
                           payment of the Securities; and (D) is expressly
                           subordinated in right of payment to the Securities at
                           least to the same extent as the Subordinated
                           Indebtedness to be refinanced;

                  (v)      the payment of cash dividends on the Company's shares
                           of Common Stock in the aggregate amount per fiscal
                           quarter equal to $0.165 per share for each share of
                           Class A Common Stock of the Company outstanding as of
                           the one record date for dividends payable in respect
                           of such fiscal quarter and $0.15 per share for each
                           share of Class B Common Stock of the Company
                           outstanding as of the one record date for dividends
                           payable in respect of such fiscal quarter (as such
                           $0.165 and $0.15 shall be adjusted for specified
                           changes in the capitalization of the Company upon
                           recapitalizations, reclassifications, stock splits,
                           stock dividends, reverse stock splits, stock
                           consolidations and similar transactions), provided,
                           however, in the event a Change of Control occurs, the
                           aggregate amounts permitted to be paid in cash
                           dividends per fiscal quarter shall not exceed the
                           aggregate amounts of cash dividends paid in the same
                           fiscal quarter most recently occurring prior to such
                           Change of Control, provided, further, that for
                           purposes of this exception, shares of Common Stock
                           issued for less than Fair Market Value (other than
                           shares issued pursuant to options or otherwise in
                           accordance with the Company's employee stock option,
                           purchase or option plans) shall not be deemed
                           outstanding. (For clarity purposes, dividends paid
                           pursuant to this exception will be included as
                           Restricted Payments in determining whether the
                           Company has capacity to make additional Restricted
                           Payments.); and


                                     -109-

<PAGE>


                  (vi)     the repurchase, redemption or other acquisition or
                           retirement for value of any Capital Stock of the
                           Company or any Restricted Subsidiary of the Company
                           held by any present or former employee or director of
                           the Company (or any of its Restricted Subsidiaries)
                           pursuant to any management equity subscription
                           agreement or stock option agreement or other
                           management or employee benefit plan or similar
                           agreement; provided that (A) the aggregate price paid
                           for all such repurchased, redeemed, acquired or
                           retired Capital Stock shall not exceed $500,000 in
                           any twelve-month period (with unused amounts in any
                           calendar year being carried over to succeeding
                           calendar years subject to a maximum (without giving
                           effect to the following proviso) of $1.0 million in
                           any calendar year); provided further that such amount
                           in any calendar year may be increased by an amount
                           not to exceed (x) the cash proceeds from the sale of
                           Capital Stock of the Company or a Restricted
                           Subsidiary to members of management and directors of
                           the Company and its Subsidiaries that occurs after
                           the date of this Indenture, less (y) (1) the amount
                           of any Restricted Payments previously made pursuant
                           to clause (x) of this subparagraph (vi) and (2) the
                           aggregate net cash proceeds received by the Company
                           since the date of this Indenture upon the exercise of
                           stock options; and, provided further, that
                           cancellation of Indebtedness owing to the Company
                           from members of management of the Company or any of
                           its Restricted Subsidiaries in connection with a
                           repurchase of Capital Stock of the Company or a
                           Restricted Subsidiary will not be deemed to
                           constitute a Restricted Payment for purposes of this
                           covenant or any other provision of this Indenture,
                           and (B) no Default or Event of Default shall have
                           occurred and be continuing immediately before or
                           after such transaction.

         Section 1010.  Limitation on Transactions with Affiliates.

         The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into any transaction
or series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with or for the
benefit of any Affiliate of the Company (other than the Company or a Restricted
Subsidiary) unless such transaction or series of related transactions is entered
into in good faith and in writing and (1) such transaction or series of related
transactions is on terms that are no less favorable to the Company or such
Restricted Subsidiary, as the case may be, than those that would be available in
a comparable transaction in arm's-length dealings with an unrelated third party,
(2) with respect to any transaction or series of related transactions involving
aggregate value in excess of $500,000, the Company delivers an officers'
certificate to the Trustee certifying that such transaction or series of related
transactions complies with clause (1) above, and (3) with respect to any
transaction or series of related transactions involving aggregate value in
excess of $1 million, either (a) such transaction or series of related
transactions has been approved by a majority of the Disinterested Directors of
the board of directors of the Company, or in the event there is only one
Disinterested Director, by such Disinterested Director, or (b) the


                                     -110-

<PAGE>


Company delivers to the Trustee a written opinion of an investment banking firm
of national standing or other recognized independent expert with experience
appraising the terms and conditions of the type of transaction or series of
related transactions for which an opinion is required stating that the
transaction or series of related transactions is fair to the Company or such
Restricted Subsidiary from a financial point of view; provided, however, that
this provision shall not apply to (i) transactions and agreements in existence
on the date of this Indenture and any renewals, amendments, modifications and
changes to such agreements which are not adverse in any material respect to the
Company and (ii) employee benefit arrangements with any officer or director of
the Company, including under any stock option or stock incentive plans, entered
into in the ordinary course of business.

         Section 1011.  Limitation on Liens.

         The Company will not, and will not cause or permit any Restricted
Subsidiary to, directly or indirectly, create, incur or affirm any Lien of any
kind securing any Pari Passu Indebtedness or Subordinated Indebtedness
(including any assumption, guarantee or other liability with respect thereto by
any Restricted Subsidiary) upon any property or assets (including any
intercompany notes) of the Company or any Restricted Subsidiary owned on the
date of this Indenture or acquired after the date of this Indenture, or assign
or convey any right to receive any income or profits therefrom, unless the
Securities (or a Guarantee in the case of Liens of a Guarantor) are directly
secured equally and ratably with (or, in the case of Subordinated Indebtedness,
prior or senior thereto, with the same relative priority as the Securities shall
have with respect to such Subordinated Indebtedness) the obligation or liability
secured by such Lien except for Liens

         (A)      securing any Indebtedness which became Indebtedness pursuant
                  to a transaction permitted under Article Eight or securing
                  Acquired Indebtedness which was created prior to (and not
                  created in connection with, or in contemplation of) the
                  incurrence of such Pari Passu Indebtedness or Subordinated
                  Indebtedness (including any assumption, guarantee or other
                  liability with respect thereto by any Restricted Subsidiary)
                  and which Indebtedness is permitted under the provisions of
                  Section 1008 or

         (B)      securing any Indebtedness incurred in connection with any
                  refinancing, renewal, substitutions or replacements of any
                  such Indebtedness described in clause (A), so long as the
                  aggregate principal amount of Indebtedness represented thereby
                  (or if such Indebtedness provides for an amount less than the
                  principal amount thereof to be due and payable upon a
                  declaration of acceleration of the maturity thereof, the
                  original issue price of such Indebtedness plus any accreted
                  value attributable thereto since the original issuance of such
                  Indebtedness) is not increased by such refinancing by an
                  amount greater than the lesser of (1) the stated amount of any
                  premium or other payment required to be paid in connection
                  with such a refinancing pursuant to the terms of the
                  Indebtedness being refinanced or (2) the amount of premium or
                  other payment actually paid at such time to refinance the
                  Indebtedness, plus, in either case, the amount of expenses of
                  the Company incurred in connection with such refinancing,


                                     -111-

<PAGE>


         provided, however, that in the case of clauses (A) and (B), any such
Lien only extends to the assets that were subject to such Lien securing such
Indebtedness prior to the related acquisition by the Company or its Restricted
Subsidiaries.

         Notwithstanding the foregoing, any Lien securing the Securities granted
pursuant to this covenant shall be automatically and unconditionally released
and discharged upon the release by the holders of the Pari Passu Indebtedness or
Subordinated Indebtedness described above of their Lien on the property or
assets of the Company or any Restricted Subsidiary (including any deemed release
upon payment in full of all obligations under such Indebtedness), at such time
as the holders of all such Pari Passu Indebtedness or Subordinated Indebtedness
also release their Lien on the property or assets of the Company or such
Restricted Subsidiary, or upon any sale, exchange or transfer to any Person not
an Affiliate of the Company of the property or assets secured by such Lien, or
of all of the Capital Stock held by the Company or any Restricted Subsidiary in,
or all or substantially all the assets of, any Restricted Subsidiary creating
such Lien.

         Section 1012.  Limitation on Sale of Assets.

                  (a) The Company will not, and will not cause or permit any of
its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale
unless (1) at least 75% of the consideration from such Asset Sale other than
Asset Swaps is received in cash and (2) the Company or such Restricted
Subsidiary receives consideration at the time of such Asset Sale at least equal
to the Fair Market Value of the shares or assets subject to such Asset Sale (as
determined by the Board of Directors of the Company and evidenced in a Board
Resolution); provided that the amount of any Designated Noncash Consideration
received by the Company or any of its Restricted Subsidiaries in the Asset Sale
shall be deemed "cash" for purposes of this provision. With respect to an Asset
Swap constituting an Asset Sale, the Company or any Restricted Subsidiary shall
be required to receive in cash an amount equal to 75% of the Proceeds of the
Asset Sale which do not consist of like-kind assets acquired with the Asset
Swap.

                  (b) If all or a portion of the Net Cash Proceeds of any Asset
Sale or any Real Estate Subsidiary Financing Proceeds (collectively, a "Net Cash
Proceeds Transaction") are not required to be applied to repay permanently any
Senior Indebtedness or Senior Guarantor Indebtedness then outstanding as
required by the terms thereof, or the Company determines not to apply such Net
Cash Proceeds or any Real Estate Subsidiary Financing Proceeds to the permanent
prepayment of such Senior Indebtedness or Senior Guarantor Indebtedness, or if
no such Senior Indebtedness or Senior Guarantor Indebtedness is then
outstanding, then the Company or a Restricted Subsidiary may within 180 days of
the Net Cash Proceeds Transaction invest the Net Cash Proceeds or any Real
Estate Subsidiary Financing Proceeds in properties and other assets that (as
determined by the Board of Directors of the Company) replace the properties and
assets that were the subject of the Net Cash Proceeds Transaction or in
properties and assets that will be used in the businesses of the Company or its
Restricted Subsidiaries existing on the date of this Indenture or in businesses
reasonably related thereto. The amount of such Net Cash


                                     -112-

<PAGE>


Proceeds or any Real Estate Subsidiary Financing Proceeds not used or invested
within 180 days of the Net Cash Proceeds Transaction as set forth in this
paragraph constitutes "Excess Proceeds."

                  (c) When the aggregate amount of Excess Proceeds exceeds $10.0
million or more, the Company will apply the Excess Proceeds 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 Sale as follows: (A) the Company will make an
offer to purchase (an "Offer") 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 "Security 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 (or accreted value in the case of Indebtedness
issued with original issue discount) of the Securities and such Pari Passu
Indebtedness (subject to proration in the event such amount is less than the
aggregate Offered Price (as defined herein) of all Securities tendered) and (B)
to the extent required by such Pari Passu Indebtedness to permanently reduce the
principal amount of such Pari Passu Indebtedness (or accreted value in the case
of Indebtedness issued with original issue discount), the Company will make an
offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a
"Pari Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the
excess of the Excess Proceeds over the Security Amount; provided that in no
event will the Company be required to make a Pari Passu Offer in a Pari Passu
Debt Amount exceeding the principal amount (or accreted value) of such Pari
Passu Indebtedness plus the amount of any premium required to be paid to
repurchase such Pari Passu Indebtedness. The offer price for the Securities will
be payable in cash in an amount equal to 100% of the principal amount of the
Securities plus accrued and unpaid interest, if any, to the date (the "Offer
Date") such Offer is consummated (the "Offered Price"), in accordance with the
procedures set forth in this Indenture. To the extent that the aggregate Offered
Price of the Securities tendered pursuant to the Offer is less than the Security
Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that
is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the
Company may use any remaining Excess Proceeds for general corporate purposes. If
the aggregate principal amount of Securities and Pari Passu Indebtedness
surrendered by holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Securities to be purchased on a pro rata basis. Upon
the completion of the purchase of all the Securities tendered pursuant to an
Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds,
if any, shall be reset at zero.

                  (d) If the Company becomes obligated to make an Offer pursuant
to clause (c) above, the Securities and the Pari Passu Indebtedness shall be
purchased by the Company, at the option of the holders thereof, in whole or in
part in integral multiples of $1,000, on a date that is not earlier than 30 days
and not later than 60 days from the date the notice of the Offer is given to
holders, or such later date as may be necessary for the Company to comply with
the requirements under the Exchange Act.


                                      -113-


<PAGE>


                  (e) The Company will comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with an Offer.

                  (f) Subject to paragraph (e) above, within 30 days after the
date on which the amount of Excess Proceeds equals or exceeds $10 million, the
Company shall send or cause to be sent by first-class mail, postage prepaid, to
the Trustee and to each Holder, at his address appearing in the Security
Register, a notice stating or including:

                           (1) that the Holder has the right to require the
                  Company to repurchase, subject to proration, such Holder's
                  Securities at the Offered Price;

                           (2) the Offer Date;

                           (3) the instructions a Holder must follow in order to
                  have his Securities purchased in accordance with paragraph (c)
                  of this Section;

                           (4) (i) the most recently filed Annual Report on Form
                  10-K (including audited consolidated financial statements) of
                  the Company, the most recent subsequently filed Quarterly
                  Report on Form 10-Q, as applicable, and any Current Report on
                  Form 8-K of the Company filed subsequent to such Quarterly
                  Report, other than Current Reports describing Asset Sales
                  otherwise described in the offering materials (or
                  corresponding successor reports) (or in the event the Company
                  is not required to prepare any of the foregoing Forms, the
                  comparable information required pursuant to Section 1018),
                  (ii) a description of material developments, if any, in the
                  Company's business subsequent to the date of the latest of
                  such reports, (iii) if material, appropriate pro forma
                  financial information, and (iv) such other information, if
                  any, concerning the business of the Company which the Company
                  in good faith believes will enable such Holders to make an
                  informed investment decision regarding the Offer;

                           (5) the Offered Price;

                           (6) the names and addresses of the Paying Agent and
                  the offices or agencies referred to in Section 1002;

                           (7) that Securities must be surrendered prior to the
                  Offer Date to the Paying Agent at the office of the Paying
                  Agent or to an office or agency referred to in Section 1002 to
                  collect payment;

                           (8) that any Securities not tendered will continue to
                  accrue interest and that unless the Company defaults in the
                  payment of the Offered Price, any Security accepted for
                  payment pursuant to the Offer shall cease to accrue interest
                  on and after the Offer Date;


                                     -114-

<PAGE>


                           (9)  the procedures for withdrawing a tender; and

                           (10) that the Offered Price for any Security which
                  has been properly tendered and not withdrawn and which has
                  been accepted for payment pursuant to the Offer will be paid
                  promptly following the Offered Date.

                  (g) Holders electing to have Securities purchased hereunder
will be required to surrender such Securities at the address specified in the
notice prior to the Offer Date. Holders will be entitled to withdraw their
election to have their Securities purchased pursuant to this Section 1012 if the
Company receives, not later than one Business Day prior to the Offer Date, a
telegram, telex, facsimile transmission or letter setting forth (1) the name of
the Holder, (2) the certificate number of the Security in respect of which such
notice of withdrawal is being submitted, (3) the principal amount of the
Security (which shall be $1,000 or an integral multiple thereof) delivered for
purchase by the Holder as to which his election is to be withdrawn, (4) a
statement that such Holder is withdrawing his election to have such principal
amount of such Security purchased, and (5) the principal amount, if any, of such
Security (which shall be $1,000 or an integral multiple thereof) that remains
subject to the original notice of the Offer and that has been or will be
delivered for purchase by the Company.

                  (h) The Company shall (i) not later than the Offer Date,
accept for payment Securities or portions thereof tendered pursuant to the
Offer, (ii) not later than 10:00 a.m. (New York time) on the Offer Date, deposit
with the Trustee or with a Paying Agent an amount of money in same day funds
sufficient to pay the aggregate Offered Price of all the Securities or portions
thereof which are to be purchased on that date and (iii) not later than 10:00
a.m. (New York time) on the Offer Date, deliver to the Paying Agent an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Offered Price of the
Securities purchased from each such Holder, and the Company shall execute and
the Trustee shall promptly authenticate and mail or deliver to such Holders a
new Security equal in principal amount to any unpurchased portion of the
Security surrendered. Any Securities not so accepted shall be promptly mailed or
delivered by the Paying Agent at the Company's expense to the Holder thereof.
For purposes of this Section 1012, the Company shall choose a Paying Agent which
shall not be the Company.

                  Subject to applicable escheat laws, the Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed, together with
interest, if any, thereon, held by them for the payment of the Offered Price;
provided, however, that (x) to the extent that the aggregate amount of cash
deposited by the Company with the Trustee in respect of an Offer exceeds the
aggregate Offered Price of the Securities or portions thereof to be purchased,
then the Trustee shall hold such excess for the Company and (y) unless otherwise
directed by the Company in writing, promptly after the Business Day following
the Offer Date the Trustee shall return any such excess to the Company together
with interest or dividends, if any, thereon.

                  (i) Securities to be purchased shall, on the Offer Date,
become due and payable at the Offered Price and from and after such date (unless
the Company shall default in


                                     -115-

<PAGE>


the payment of the Offered Price) such Securities shall cease to bear interest.
Such Offered Price shall be paid to such Holder promptly following the later of
the Offer Date and the time of delivery of such Security to the relevant Paying
Agent at the office of such Paying Agent by the Holder thereof in the manner
required. Upon surrender of any such Security for purchase in accordance with
the foregoing provisions, such Security shall be paid by the Company at the
Offered Price; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Offer Date shall be payable to the Person in
whose name the Securities (or any Predecessor Securities) is registered as such
on the relevant Regular Record Dates according to the terms and the provisions
of Section 309; provided, further, that Securities to be purchased are subject
to proration in the event the Excess Proceeds are less than the aggregate
Offered Price of all Securities tendered for purchase, with such adjustments as
may be appropriate by the Trustee so that only Securities in denominations of
$1,000 or integral multiples thereof, shall be purchased. If any Security
tendered for purchase shall not be so paid upon surrender thereof by deposit of
funds with the Trustee or a Paying Agent in accordance with paragraph (h) above,
the principal thereof (and premium, if any, thereon) shall, until paid, bear
interest from the Offer Date at the rate borne by such Security. Any Security
that is to be purchased only in part shall be surrendered to a Paying Agent at
the office of such Paying Agent (with, if the Company, the Security Registrar or
the Trustee so requires, due endorsement by, or a written instrument of transfer
in form satisfactory to the Company and the Security Registrar or the Trustee
duly executed by, the Holder thereof or such Holder's attorney duly authorized
in writing), and the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security, without service charge, one or more
new Securities of any authorized denomination as requested by such Holder in an
aggregate principal amount equal to, and in exchange for, the portion of the
principal amount of the Security so surrendered that is not purchased. The
Company shall publicly announce the results of the Offer on or as soon as
practicable after the Offer Date.

         Section 1013.  Limitation on Issuances of Guarantees of and Pledges
                        for Indebtedness.

                  (a) The Company will not cause or permit any Restricted
Subsidiary, other than a Guarantor, directly or indirectly, to secure the
payment of any Senior Indebtedness of the Company and the Company will not, and
will not permit any Restricted Subsidiary to, pledge any intercompany notes
representing obligations of any Restricted Subsidiary (other than a Guarantor)
or any Capital Stock of a Restricted Subsidiary (other than (x) a Guarantor or
(y) Milkco, Inc.) to secure the payment of any Senior Indebtedness unless in
each case such Restricted Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture providing for a guarantee of payment of
the Securities by such Restricted Subsidiary, which guarantee shall be on the
same terms as the guarantee of the Senior Indebtedness (if a guarantee of Senior
Indebtedness is granted by any such Restricted Subsidiary) except that the
guarantee of the Securities need not be secured and shall be subordinated to the
claims against such Restricted Subsidiary in respect of Senior Indebtedness or
Senior Guarantor Indebtedness to the same extent as the Securities are
subordinated to Senior Indebtedness of the Company under this Indenture.


                                     -116-


<PAGE>


                  (b) The Company will not cause or permit any Restricted
Subsidiary (which is not a Guarantor), directly or indirectly, to guarantee,
assume or in any other manner become liable with respect to any Indebtedness of
the Company or any Restricted Subsidiary unless such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a Guarantee of the Securities on the same terms as the guarantee
of such Indebtedness except that (A) such Guarantee need not be secured unless
required pursuant to Section 1011 or otherwise under this Indenture, (B) if such
Indebtedness is by its terms Senior Indebtedness, any such assumption, guarantee
or other liability of such Restricted Subsidiary with respect to such
Indebtedness shall be senior to such Restricted Subsidiary's Guarantee of the
Securities to the same extent as such Senior Indebtedness is senior to the
Securities and (C) if such Indebtedness is by its terms expressly subordinated
to the Securities, any such assumption, guarantee or other liability of such
Restricted Subsidiary with respect to such Indebtedness shall be subordinated to
such Restricted Subsidiary's Guarantee of the Securities at least to the same
extent as such Indebtedness is subordinated to the Securities.

                  (c) Notwithstanding the foregoing, any Guarantee by a
Restricted Subsidiary of the Securities shall provide by its terms that it (and
all Liens securing the same) 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, such Restricted Subsidiary, or the designation
of such Restricted Subsidiary as an Unrestricted Subsidiary, which transaction
is in compliance with the terms of this Indenture and such Restricted Subsidiary
is released from all guarantees, if any, by it of other Indebtedness of the
Company or any Restricted Subsidiaries or (2) the release by the holders of the
Indebtedness of the Company described in clauses (a) and (b) above of their
security interest or their guarantee by such Restricted Subsidiary (including
any deemed release upon payment in full of all obligations under such
Indebtedness), at such time as (A) no other Indebtedness of the Company has been
secured or guaranteed by such Restricted Subsidiary, as the case may be, or (B)
the holders of all such other Indebtedness which is secured or guaranteed by
such Restricted Subsidiary also release their security interest in or guarantee
by such Restricted Subsidiary (including any deemed release upon payment in full
of all obligations under such Indebtedness).

         Section 1014.  Limitation on Senior Subordinated Indebtedness.

                  The Company will not, and will not permit or cause any
Guarantor to, directly or indirectly, create, incur, issue, assume, guarantee or
otherwise in any manner become directly or indirectly liable for or with respect
to or otherwise permit to exist any Indebtedness that is subordinate in right of
payment to any Indebtedness of the Company or such Guarantor, as the case may
be, unless such Indebtedness is also pari passu with the Securities or the
Guarantee of such Guarantor or subordinated in right of payment to the
Securities or such Guarantee at least to the same extent as the Securities or
such Guarantee are subordinated in right of payment to Senior Indebtedness or
Senior Indebtedness of such Guarantor, as the case may be, as set forth in this
Indenture.


                                     -117-
<PAGE>


         Section 1015.  Purchase of Securities upon a Change of Control.

                  (a) If a Change of Control occurs, then each Holder shall have
the right to require that the Company purchase all or any part (in integral
multiples of $1,000) of such Holder's Securities pursuant to the offer described
below in this Section 1015 (the "Change of Control Offer") and in accordance
with the other procedures set forth in subsections (b), (c), (d) and (e) of this
Section 1015. In the Change of Control Offer, the Company shall offer to
purchase all of the Securities at a purchase price (the "Change of Control
Purchase Price") in cash in an amount equal to 101% of the principal amount of
such Securities, plus accrued and unpaid interest, if any, to the date of
purchase (the "Change of Control Purchase Date") (subject to the rights of
holders of record on relevant record dates to receive interest due on an
interest payment date).

                  (b) Within 30 days of any Change of Control or, at the
Company's option, prior to such Change of Control but after it is publicly
announced, the Company shall notify the Trustee and give written notice (a
"Change of Control Purchase Notice") of such Change of Control to each Holder by
first-class mail, postage prepaid, at his address appearing in the Security
Register. The Change of Control Purchase Notice shall state, among other things:

                           (1) that a Change of Control has occurred, the date
                  of such event, and that such Holder has the right to require
                  the Company to repurchase such Holder's Securities at the
                  Change of Control Purchase Price;

                           (2) the circumstances and relevant facts regarding
                  such Change of Control (including but not limited to
                  information with respect to pro forma historical income, cash
                  flow and capitalization after giving effect to such Change of
                  Control);

                           (3) (i) the most recently filed Annual Report on Form
                  10-K (including audited consolidated financial statements) of
                  the Company, the most recent subsequently filed Quarterly
                  Report on Form 10-Q, as applicable, and any Current Report on
                  Form 8-K of the Company filed subsequent to such Quarterly
                  Report (or in the event the Company is not required to prepare
                  any of the foregoing Forms, the comparable information
                  required to be prepared by the Company and any Guarantor
                  pursuant to Section 1018), (ii) a description of material
                  developments, if any, in the Company's business subsequent to
                  the date of the latest of such reports and (iii) such other
                  information, if any, concerning the business of the Company
                  which the Company in good faith believes will enable such
                  Holders to make an informed investment decision regarding the
                  Change of Control Offer;

                           (4) that the Change of Control Offer is being made
                  pursuant to this Section 1015 and that all Securities properly
                  tendered pursuant to the Change of Control Offer will be
                  accepted for payment at the Change of Control Purchase Price;


                                     -118-

<PAGE>


                           (5)  the Change of Control Purchase Date, which shall
                  be fixed by the Company on a Business Day no earlier than 30
                  days nor later than 60 days from the date such notice is
                  mailed, nor, in any event, earlier than the commencement of
                  the Change of Control, or such later date as is necessary to
                  comply with requirements under the Exchange Act;

                           (6)  the Change of Control Purchase Price;

                           (7)  the names and addresses of the Paying Agent and
                  the offices or agencies referred to in Section 1002;

                           (8)  that Securities must be surrendered on or prior
                  to the Change of Control Purchase Date to the Paying Agent at
                  the office of the Paying Agent or to an office or agency
                  referred to in Section 1002 to collect payment;

                           (9)  that the Change of Control Purchase Price for
                  any Security which has been properly tendered and not
                  withdrawn will be paid promptly following the Change of
                  Control Offer Purchase Date;

                           (10) the procedures that a Holder must follow to
                  accept a Change of Control Offer or to withdraw such
                  acceptance;

                           (11) that any Security not tendered will continue to
                  accrue interest; and

                           (12) that, unless the Company defaults in the payment
                  of the Change of Control Purchase Price, any Securities
                  accepted for payment pursuant to the Change of Control Offer
                  will cease to accrue interest after the Change of Control
                  Purchase Date.

                  (c) Upon receipt by the Company of the proper tender of
Securities, the Holder of the Security in respect of which such proper tender
was made shall (unless the tender of such Security is properly withdrawn)
thereafter be entitled to receive solely the Change of Control Purchase Price
with respect to such Security. Upon surrender of any such Security for purchase
in accordance with the foregoing provisions, such Security shall be paid by the
Company at the Change of Control Purchase Price; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Change of
Control Purchase Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Regular
Record Dates according to the terms and the provisions of Section 309. If any
Security tendered for purchase in accordance with the provisions of this Section
1015 shall not be so paid upon surrender thereof, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Change of
Control Purchase Date at the rate borne by such Security. Holders electing to
have Securities purchased will be required to surrender such Securities to the
Paying Agent at the address specified in the Change of Control Purchase Notice


                                     -119-

<PAGE>


at least one Business Day prior to the Change of Control Purchase Date. Any
Security that is to be purchased only in part shall be surrendered to a Paying
Agent at the office of such Paying Agent (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, one or more new Securities of any
authorized denomination as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Security so surrendered that is not purchased.

                  (d) The Company shall (i) not later than the Change of Control
Purchase Date, accept for payment Securities or portions thereof tendered
pursuant to the Change of Control Offer, (ii) not later than 10:00 a.m. (New
York time) on the Business Day following the Change of Control Purchase Date,
deposit with the Trustee or with a Paying Agent an amount of money in same day
funds sufficient to pay the aggregate Change of Control Purchase Price of all
the Securities or portions thereof which have been so accepted for payment and
(iii) not later than 10:00 a.m. (New York time) on the Business Day following
the Change of Control Purchase Date, deliver to the Paying Agent an Officers'
Certificate stating the Securities or portions thereof accepted for payment by
the Company. The Paying Agent shall promptly mail or deliver to Holders of
Securities so accepted payment in an amount equal to the Change of Control
Purchase Price of the Securities purchased from each such Holder, and the
Company shall execute and the Trustee shall promptly authenticate and mail or
deliver to such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered. Any Securities not so accepted
shall be promptly mailed or delivered by the Paying Agent at the Company's
expense to the Holder thereof. The Company will publicly announce the results of
the Change of Control Offer on the Change of Control Purchase Date. For purposes
of this Section 1015, the Company shall choose a Paying Agent which shall not be
the Company.

                  (e) A tender made in response to a Change of Control Purchase
Notice may be withdrawn if the Company receives, not later than one Business Day
prior to the Change of Control Purchase Date, a telegram, telex, facsimile
transmission or letter, specifying, as applicable:

                           (1) the name of the Holder;

                           (2) the certificate number of the Security in respect
                  of which such notice of withdrawal is being submitted;

                           (3) the principal amount of the Security (which shall
                  be $1,000 or an integral multiple thereof) delivered for
                  purchase by the Holder as to which such notice of withdrawal
                  is being submitted;

                           (4) a statement that such Holder is withdrawing his
                  election to have such principal amount of such Security
                  purchased; and


                                     -120-

<PAGE>


                           (5) the principal amount, if any, of such Security
                  (which shall be $1,000 or an integral multiple thereof) that
                  remains subject to the original Change of Control Purchase
                  Notice and that has been or will be delivered for purchase by
                  the Company.

                  (f) Subject to applicable escheat laws, the Trustee and the
Paying Agent shall return to the Company any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the
payment of the Change of Control Purchase Price; provided, however, that, (x) to
the extent that the aggregate amount of cash deposited by the Company pursuant
to clause (ii) of paragraph (d) above exceeds the aggregate Change of Control
Purchase Price of the Securities or portions thereof to be purchased, then the
Trustee shall hold such excess for the Company and (y) unless otherwise directed
by the Company in writing, promptly after the Business Day following the Change
of Control Purchase Date the Trustee shall return any such excess to the Company
together with interest, if any, thereon.

                  (g) The Company shall comply, to the extent applicable, with
the applicable tender offer rules, including Rule 14e-1 under the Exchange Act,
and any other applicable securities laws or regulations in connection with a
Change of Control Offer.

                  (h) Notwithstanding the foregoing, the Company will not be
required to make a Change of Control Offer upon a Change of Control if a third
party makes the Change of Control Offer, in the manner, at the times and
otherwise in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
the Securities validly tendered and not withdrawn under such Change of Control
Offer.

         Section 1016.  Limitation on Dividend and Other Payment Restrictions
                        Affecting Subsidiaries.

         The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (A) pay dividends or make any other
distribution on its Capital Stock or any other interest or participation in or
measured by its profits, (B) pay any Indebtedness owed to the Company or any
other Restricted Subsidiary, (C) make any Investment in the Company or any other
Restricted Subsidiary or (D) transfer any of its properties or assets to the
Company or any other Restricted Subsidiary. However, this covenant will not
prohibit any encumbrance or restriction (1) pursuant to an agreement in effect
on the date of this Indenture; (2) with respect to a Restricted Subsidiary that
is not a Restricted Subsidiary of the Company on the date of this Indenture, in
existence at the time such Person becomes a Restricted Subsidiary of the Company
and not incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary, provided that such encumbrances and
restrictions are not applicable to the Company or any Restricted Subsidiary or
the properties or assets of the Company or any Restricted Subsidiary other than


                                     -121-

<PAGE>


such Subsidiary which is becoming a Restricted Subsidiary; (3) pursuant to any
agreement of a Guarantor governing any Indebtedness permitted by clause (i) of
the definition of Permitted Indebtedness as to the assets financed with the
proceeds of, or used to finance, such Indebtedness; (4) contained in any
Acquired Indebtedness or other agreement of any entity or related to assets
acquired by or merged into or consolidated with the Company or any Restricted
Subsidiaries so long as such encumbrance or restriction was not entered into in
contemplation of the acquisition, merger or consolidation transaction; (5) under
any agreement related to a Non-Recourse Real Estate Subsidiary which is only
related to the assets held by such Non-Recourse Real Estate Subsidiary; and (6)
under any agreement that extends, renews, refinances or replaces the agreements
containing the encumbrances or restrictions in the foregoing clauses (1) through
(5), or in this clause (6), provided that the terms and conditions of any such
encumbrances or restrictions are no more restrictive in any material respect
than those under or pursuant to the agreement evidencing the Indebtedness so
extended, renewed, refinanced or replaced.

         Section 1017.  Limitations on Unrestricted Subsidiaries.

         The Company may designate after the Issue Date any Subsidiary (other
than a Guarantor) as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

         (a)      no Default shall have occurred and be continuing at the time
                  of or after giving effect to such Designation;

         (b)      the Company would be permitted to make an Investment (other
                  than a Permitted Investment) at the time of Designation
                  (assuming the effectiveness of such Designation) pursuant to
                  the first paragraph of Section 1009 herein in an amount (the
                  "Designation Amount") equal to the greater of (1) the net book
                  value of the Company's interest in such Subsidiary calculated
                  in accordance with GAAP or (2) the Fair Market Value of the
                  Company's interest in such Subsidiary as determined in good
                  faith by the Company's Board of Directors;

         (c)      the Company would be permitted under this Indenture to incur
                  $1.00 of additional Indebtedness (other than Permitted
                  Indebtedness) pursuant to Section 1008 hereof at the time of
                  such Designation (assuming the effectiveness of such
                  Designation);

         (d)      such Unrestricted Subsidiary does not own any Capital Stock in
                  any Restricted Subsidiary of the Company which is not
                  simultaneously being designated an Unrestricted Subsidiary;

         (e)      such Unrestricted Subsidiary is not liable, directly or
                  indirectly, with respect to any Indebtedness other than
                  Unrestricted Subsidiary Indebtedness, provided that an
                  Unrestricted Subsidiary may provide a Guarantee for the
                  Securities; and

         (f)      such Unrestricted Subsidiary is not a party to any agreement,
                  contract, arrangement or understanding at such time with the
                  Company or any Restricted Subsidiary unless the terms of any
                  such agreement, contract, arrangement or


                                     -122-

<PAGE>


                  understanding are no less favorable to the Company or such
                  Restricted Subsidiary than those that might be obtained at the
                  time from Persons who are not Affiliates of the Company or, in
                  the event such condition is not satisfied, the value of such
                  agreement, contract, arrangement or understanding to such
                  Unrestricted Subsidiary shall be deemed a Restricted Payment.

         In the event of any such Designation, the Company shall be deemed to
have made an Investment constituting a Restricted Payment pursuant to Section
1009 hereof for all purposes of this Indenture in the Designation Amount.

         The Company shall not and shall not cause or permit any Restricted
Subsidiary to at any time

         (a)      provide credit support for, guarantee or subject any of its
                  property or assets (other than the Capital Stock of any
                  Unrestricted Subsidiary) to the satisfaction of, any
                  Indebtedness of any Unrestricted Subsidiary (including any
                  undertaking, agreement or instrument evidencing such
                  Indebtedness) (other than Permitted Investments in
                  Unrestricted Subsidiaries) or

         (b)      be directly or indirectly liable for any Indebtedness of any
                  Unrestricted Subsidiary. For purposes of the foregoing, the
                  Designation of a Subsidiary of the Company as an Unrestricted
                  Subsidiary shall be deemed to be the Designation of all of the
                  Subsidiaries of such Subsidiary as Unrestricted Subsidiaries.

         The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

         (a)      no Default shall have occurred and be continuing at the time
                  of and after giving effect to such Revocation;

         (b)      all Liens and Indebtedness of such Unrestricted Subsidiary
                  outstanding immediately following such Revocation would, if
                  incurred at such time, have been permitted to be incurred for
                  all purposes of this Indenture; and

         (c)      unless such redesignated Subsidiary shall not have any
                  Indebtedness outstanding (other than Indebtedness that would
                  be Permitted Indebtedness), immediately after giving effect to
                  such proposed Revocation, and after giving pro forma effect to
                  the incurrence of any such Indebtedness of such redesignated
                  Subsidiary as if such Indebtedness was incurred on the date of
                  the Revocation, the Company could incur $1.00 of additional
                  Indebtedness (other than Permitted Indebtedness) pursuant to
                  Section 1008 herein.

         All Designations and Revocations must be evidenced by a resolution of
the Board of Directors of the Company delivered to the Trustee certifying
compliance with the foregoing provisions.


                                     -123-

<PAGE>


         Section 1018.  Provision of Financial Statements.

                  Whether or not the Company is subject to Section 13(a) or
15(d) of the Exchange Act, the Company will, to the extent permitted under the
Exchange Act, file with the Commission the annual reports, quarterly reports and
other documents which the Company would have been required to file with the
Commission pursuant to Sections 13(a) or 15(d) if the Company were so subject,
such documents to be filed with the Commission on or prior to the date (the
"Required Filing Date") by which the Company would have been required so to file
such documents if the Company were so subject. The Company will also in any
event (a) within 15 days of each Required Filing Date (1) transmit by mail to
all Holders, as their names and addresses appear in the Security Register,
without cost to such Holders and (2) file with the Trustee copies of the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Sections 13(a) or 15(d) of the
Exchange Act if the Company were subject to either of such Sections and (b) if
filing such documents by the Company with the Commission is not permitted under
the Exchange Act, promptly upon written request and payment of the reasonable
cost of duplication and delivery, supply copies of such documents to any
prospective holder at the Company's cost. If any Guarantor's financial
statements would be required to be included in the financial statements filed or
delivered pursuant to this Indenture if the Company were subject to Section
13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor's
financial statements in any filing or delivery pursuant to this Indenture. In
addition, so long as any of the Securities remain outstanding, the Company will
make available to any prospective purchaser of Securities or beneficial owner of
Securities in connection with any sale thereof the information required by Rule
144A(d)(4) under the Securities Act, until such time as the Company has either
exchanged the Securities for securities identical in all material respects which
have been registered under the Securities Act or until such time as the holders
thereof have disposed of such Securities pursuant to an effective registration
statement under the Securities Act.

         Section 1019.  Statement by Officers as to Default.

                  (a) The Company and the Guarantors, if any, will deliver to
the Trustee, on or before a date not more than 120 days after the end of each
fiscal year of the Company ending after the date hereof, and 60 days after the
end of each fiscal quarter ending after the date hereof, a written statement
signed by two executive officers of the Company and each Guarantor, if any, one
of whom shall be the principal executive officer, principal financial officer or
principal accounting officer of the Company and any such Guarantor, as to
compliance herewith, including whether or not, after a review of the activities
of the Company during such year or such quarter and of the Company's and each
Guarantor's, if any, performance under this Indenture, to the best knowledge,
based on such review, of the signers thereof, the Company and each Guarantor, if
any have fulfilled all of their respective obligations and are in compliance
with all conditions and covenants under this Indenture throughout such year or
quarter, as the case may be, and, if there has been a Default specifying each
Default and the nature and status thereof and any actions being taken by the
Company and the Guarantors, if any, with respect thereto.


                                     -124-

<PAGE>


                  (b) When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder of
any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default, the Company
and the Guarantors, if any, shall deliver to the Trustee by registered or
certified mail or facsimile transmission followed by an originally executed copy
of an Officers' Certificate specifying such Default, Event of Default, notice or
other action, the status thereof and what actions the Company and the
Guarantors, if any, are taking or propose to take with respect thereto, within
five Business Days after the occurrence of such Default or Event of Default.

         Section 1020.  Waiver of Certain Covenants.

                  The Company and the Guarantors, if any, may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 1006 through 1014, and 1016 through 1019, if, before or after the time
for such compliance, the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding shall, by Act of such
Holders, waive such compliance in such instance with such covenant or provision,
but no such waiver shall extend to or affect such covenant or condition except
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition shall remain in full force and effect.


                                     -125-


<PAGE>



                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

         Section 1101.  Rights of Redemption.

                  (a) The Securities are subject to redemption at any time on or
after December 1, 2006 at the option of the Company, in whole or in part,
subject to the conditions, and at the Redemption Prices, specified in the form
of Security, together with accrued and unpaid interest, if any, to the
Redemption Date (subject to the right of Holders of record on relevant Regular
Record Dates and Special Record Dates to receive interest due on relevant
Interest Payment Dates and Special Payment Dates).

                  (b) In addition, at any time prior to December 1, 2004, the
Company, at its option, may use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Securities issued under this Indenture (including the principal amount of any
Additional Securities) at a redemption price equal to 108.875% of the aggregate
principal amount thereof, plus accrued and unpaid interest thereon, if any, to
the Redemption Date (subject to the right of Holders of record on relevant
Regular Record Dates and Special Record Dates to receive interest due on
relevant Interest Payment Dates and Special Payment Dates); provided that at
least 65% of the initial aggregate principal amount of Securities (including the
principal amount of any Additional Securities) remains outstanding immediately
after the occurrence of such redemption. In order to effect the foregoing
redemption, the Company must mail a notice of redemption no later than 30 days
after the closing of the related Public Equity Offering and must consummate such
redemption within 60 days of the closing of the Public Equity Offering.

         Section 1102.  Applicability of Article.

                  Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall be
made in accordance with such provision and this Article Eleven.

         Section 1103.  Election to Redeem; Notice to Trustee.

                  The election of the Company to redeem any Securities pursuant
to Section 1101 shall be evidenced by a Company Order and an Officers'
Certificate. In case of any redemption at the election of the Company, the
Company shall, not less than 45 nor more than 60 days prior to the Redemption
Date fixed by the Company (unless a shorter notice period shall be satisfactory
to the Trustee), notify the Trustee in writing of such Redemption Date and of
the principal amount of Securities to be redeemed.

         Section 1104.  Selection by Trustee of Securities to Be Redeemed.

                  If less than all the Securities are to be redeemed, the
particular Securities or


                                     -126-

<PAGE>


portions thereof to be redeemed shall be selected not more than 30 days prior to
the Redemption Date. The Trustee shall select the Securities or portions thereof
to be redeemed in compliance with the requirements of the principal national
security exchange, if any, on which the Securities are listed, or if the
Securities are not so listed, pro rata, by lot or by any other method the
Trustee shall deem fair and reasonable. The amounts to be redeemed shall be
equal to $1,000 or any integral multiple thereof.

                  The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.

         Section 1105.  Notice of Redemption.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 days nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.

                  All notices of redemption shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) if less than all Outstanding Securities are to be
redeemed, the identification of the particular Securities to be redeemed;

                  (d) in the case of a Security to be redeemed in part, the
principal amount of such Security to be redeemed and that after the Redemption
Date upon surrender of such Security, new Security or Securities in the
aggregate principal amount equal to the unredeemed portion thereof will be
issued;

                  (e) that Securities called for redemption must be surrendered
to the Paying Agent to collect the Redemption Price;

                  (f) that on the Redemption Date the Redemption Price will
become due and payable upon each such Security or portion thereof to be
redeemed, and that (unless the Company shall default in payment of the
Redemption Price) interest thereon shall cease to accrue on and after said date;

                  (g) the names and addresses of the Paying Agent and the
offices or agencies referred to in Section 1002 where such Securities are to be
surrendered for payment of the Redemption Price;


                                     -127-

<PAGE>


                  (h) the CUSIP number, if any, relating to such Securities; and

                  (i) the procedures that a Holder must follow to surrender the
Securities to be redeemed.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
written request, by the Trustee in the name and at the expense of the Company.
If the Company elects to give notice of redemption, it shall provide the Trustee
with a certificate stating that such notice has been given in compliance with
the requirements of this Section 1105.

                  The notice if mailed in the manner herein provided shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Security.

         Section 1106.  Deposit of Redemption Price.

                  On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if either of the Company or any of
its Affiliates is acting as Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in same day funds sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date or Special Payment Date) accrued interest on, all the Securities or
portions thereof which are to be redeemed on that date. The Paying Agent shall
promptly mail or deliver to Holders of Securities so redeemed payment in an
amount equal to the Redemption Price of the Securities purchased from each such
Holder. All money, if any, earned on funds held in trust by the Trustee or any
Paying Agent shall be remitted to the Company. For purposes of this Section
1106, the Company shall choose a Paying Agent which shall not be the Company.

         Section 1107.  Securities Payable on Redemption Date.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Regular Record Dates and Special
Record Dates according to the terms and the provisions of Section 309.


                                     -128-

<PAGE>

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and premium, if any, shall,
until paid, bear interest from the Redemption Date at the rate borne by such
Security.

         Section 1108.  Securities Redeemed or Purchased in Part.

                  Any Security which is to be redeemed or purchased only in part
shall be surrendered to the Paying Agent at the office or agency maintained for
such purpose pursuant to Section 1002 (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the unredeemed portion of the principal of
the Security so surrendered that is not redeemed or purchased.


                                     -129-


<PAGE>


                                 ARTICLE TWELVE

                           SATISFACTION AND DISCHARGE

         Section 1201.       Satisfaction and Discharge of Indenture.

                  This Indenture will be discharged and will cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Securities as expressly provided for herein) as to all Outstanding
Securities hereunder, and the Trustee, upon Company Request and at the expense
of the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                  (a) either (1) all the Securities theretofore authenticated
and delivered (other than (i) lost, stolen or destroyed Securities which have
been replaced or paid as provided in Section 308 or (ii) all Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust as provided in Section 1003) have been delivered to the Trustee
for cancellation or (2) all such Securities not theretofore delivered to the
Trustee for cancellation (i) have become due and payable, (ii) will become due
and payable at their Stated Maturity within one year, or (iii) are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company;

                  (b) the Company or any Guarantor has irrevocably deposited or
caused to be deposited with the Trustee as trust funds in trust an amount in
United States dollars sufficient to pay and discharge the entire indebtedness on
the Securities not theretofore delivered to the Trustee for cancellation,
including principal of, premium, if any, and accrued interest on, such
Securities at such Maturity, Stated Maturity or Redemption Date;

                  (c) the Company or any Guarantor has paid or caused to be paid
all other sums payable hereunder by the Company and any Guarantor; and

                  (d) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Independent Counsel, in form and substance
satisfactory to the Trustee, each stating that (i) all conditions precedent
under this Indenture relating to the satisfaction and discharge hereof have been
complied with and (ii) such satisfaction and discharge will not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company any Guarantor or any
Subsidiary is a party or by which the Company, any Guarantor or any Subsidiary
is bound.

                  Notwithstanding the satisfaction and discharge hereof, the
obligations of the Company to the Trustee under Section 607 and, if United
States dollars shall have been deposited with the Trustee pursuant to subclause
(2) of subsection (a) of this Section 1201, the obligations of the Trustee under
Section 1202 and the last paragraph of Section 1003 shall survive.


                                     -130-

<PAGE>


         Section 1202.  Application of Trust Money.

                  Subject to the provisions of the last paragraph of Section
1003, all United States dollars deposited with the Trustee pursuant to Section
1201 shall be held in trust and applied by it, in accordance with the provisions
of the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal of,
premium, if any, and interest on, the Securities for whose payment such United
States dollars have been deposited with the Trustee.


                                     -131-


<PAGE>


                                ARTICLE THIRTEEN

                           SUBORDINATION OF SECURITIES

         Section 1301.  Securities Subordinate to Senior Indebtedness.

                  The Company covenants and agrees, and each Holder of a
Security, by such Holder's acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article, the
Indebtedness represented by the Securities and the payment of the principal of,
premium, if any, and interest on, the Securities are hereby expressly made
subordinate and subject in right of payment as provided in this Article to the
prior payment in full of the Senior Indebtedness.

                  This Article Thirteen shall constitute a continuing offer to
all Persons who, in reliance upon such provisions, become holders of, or
continue to hold Senior Indebtedness; and such provisions are made for the
benefit of the holders of Senior Indebtedness; and such holders are made
obligees hereunder and they or each of them may enforce such provisions as
provided herein.

         Section 1302.  Payment Over of Proceeds Upon Dissolution, etc.

                  In the event of (a) any insolvency or bankruptcy case or
proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding, relative to the Company or to its assets, or (b) any
liquidation, dissolution or other winding up of the Company, whether voluntary
or involuntary, or (c) any assignment for the benefit of creditors or any other
marshaling of assets or liabilities of the Company, then and in any such event:

                  (1) the holders of Senior Indebtedness shall be entitled to
receive payment in full of all amounts due on or in respect of Senior
Indebtedness before the Holders of the Securities are entitled to receive any
payment or distribution of any kind or character (excluding securities of the
Company or any other corporation that are equity securities or are subordinated
in right of payment to all Senior Indebtedness, that may be outstanding, to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article ("Permitted Junior Securities"))
on account of the principal of, premium, if any, or interest on the Securities
or on account of the purchase, redemption, defeasance or other acquisition of,
or in respect of, the Securities (other than amounts previously set aside with
the Trustee, or payments previously made, in either case, pursuant to the
provisions of Sections 402 and 403 of this Indenture); and

                  (2) any payment or distribution of assets of the Company of
any kind or character, whether in cash, property or securities (excluding
Permitted Junior Securities), by set-off or otherwise, to which the Holders or
the Trustee would be entitled but for the provisions of this Article shall be
paid by the liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness or their
representative or representatives or to the


                                     -132-

<PAGE>


trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, ratably according to the
aggregate amounts remaining unpaid on account of the Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness; and

                  (3) in the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Security shall have
received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (excluding Permitted Junior
Securities), in respect of principal, premium, if any, and interest on the
Securities before all Senior Indebtedness is paid in full, then and in such
event such payment or distribution (excluding Permitted Junior Securities) shall
be paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payments
or distributions of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

                  The consolidation of the Company with, or the merger of the
Company with or into, another Person or the liquidation or dissolution of the
Company following the sale, assignment, conveyance, transfer, lease or other
disposal of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
the surviving entity of such merger or the Person which acquires by sale,
assignment, conveyance, transfer, lease or other disposal of such properties and
assets substantially as an entirety, as the case may be, shall, as a part of
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
other disposal, comply with the conditions set forth in Article Eight.

         Section 1303.  Suspension of Payment When Designated Senior
                        Indebtedness in Default.

                  (a) Unless Section 1302 shall be applicable, upon the
occurrence of any default in the payment of any Designated Senior Indebtedness
beyond any applicable grace period (a "Payment Default") and after the receipt
by the Trustee from a Senior Representative of any Designated Senior
Indebtedness of written notice of such default, no payment (other than amounts
previously set aside with the Trustee or payments previously made, in either
case, pursuant to Section 402 or 403 in this Indenture) or distribution of any
assets of the Company of any kind or character (excluding Permitted Junior
Securities) may be made on account of the principal of, premium, if any, or
interest on, the Securities, or on account of the purchase, redemption,
defeasance or other acquisition of or in respect of, the Securities unless and
until such Payment Default shall have been cured or waived or shall have ceased
to exist or such Designated Senior Indebtedness shall have been discharged or
paid in full, after which the


                                     -133-

<PAGE>


Company shall (subject to the other provisions of this Article Thirteen) resume
making any and all required payments in respect of the Securities, including any
missed payments.

                  (b) Unless Section 1302 shall be applicable, (1) upon the
occurrence and during the continuance of any non-payment default with respect to
any Designated Senior Indebtedness for which all cure periods have expired and
pursuant to which the maturity thereof may then be accelerated immediately other
than any such default the existence of which the Company is in good faith
contesting (a "Non-payment Default") and (2) after the receipt by the Trustee
and the Company from a Senior Representative of any Designated Senior
Indebtedness of written notice of such Non-payment Default, and as to which the
Company has not provided written notice of dispute to the Trustee and such
Senior Representative, no payment (other than any amounts previously set aside
with the Trustee, or payments previously made, in either case, pursuant to the
provisions of Sections 402 or 403 in this Indenture) or distribution of any
assets of the Company of any kind or character (excluding Permitted Junior
Securities) may be made by the Company on account of the principal of, premium,
if any, or interest on, the Securities, or on account of the purchase,
redemption, defeasance or other acquisition of, or in respect of, the Securities
for the period specified below ("Payment Blockage Period").

                  (c) The Payment Blockage Period shall commence upon the
receipt of notice of the Non-payment Default by the Trustee and the Company from
a Senior Representative and shall end on the earliest of (i) the 179th day after
such commencement, (ii) the date on which such Non-payment Default (and all
Non-payment Defaults as to which notice is given after such Payment Blockage
Period is initiated) is cured, waived or ceases to exist or on which such
Designated Senior Indebtedness is discharged or paid in full, or (iii) the date
on which such Payment Blockage Period (and all other Non-payment Defaults as to
which notice is given after such Payment Blockage Period is initiated) shall
have been terminated by written notice to the Company or the Trustee from the
Senior Representative initiating such Payment Blockage Period. When the Payment
Blockage Period ends, the Company shall promptly resume making any and all
required payments in respect of the Securities, including any missed payments.
In no event will a Payment Blockage Period extend beyond 179 days from the date
of the receipt by the Company or the Trustee of the notice initiating such
Payment Blockage Period (such 179-day period referred to as the "Initial
Period"). Any number of notices of Non-payment Defaults may be given during the
Initial Period. However, during any period of 365 consecutive days only one
Payment Blockage Period, during which payment of principal of, or interest on,
the Securities may not be made, may commence, the duration of such period may
not exceed 179 days, and there must be a 186 consecutive day period in any 365
day period during which no Payment Blockage Period is in effect. No Non-payment
Default with respect to Designated Senior Indebtedness that existed or was
continuing on the date of the commencement of any Payment Blockage Period will
be, or can be, made the basis for the commencement of a second Payment Blockage
Period, whether or not within a period of 365 consecutive days, unless such
default has been cured or waived for a period of not less than 90 consecutive
days subsequent to the commencement of the Initial Period. The Company shall
deliver a notice to the Trustee promptly after the date on which any Non-payment
Default is cured or waived or ceases to exist or on which the Designated Senior
Indebtedness related thereto is discharged or paid in full, and the Trustee is
authorized to act in reliance on such notice.


                                     -134-

<PAGE>


                  (d) In the event that, notwithstanding the foregoing, the
Company shall make any payment to the Trustee or the Holder of any Security
prohibited by the foregoing provisions of this Section, then and in such event
such payment shall be paid over and delivered forthwith to a Senior
Representative of the holders of the Designated Senior Indebtedness or as a
court of competent jurisdiction shall direct.

         Section 1304. Payment Permitted if No Default.

                  Nothing contained in this Article, elsewhere in this Indenture
or in any of the Securities shall prevent the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other
winding-up, assignment for the benefit of creditors or other marshaling of
assets and liabilities of the Company referred to in Section 1302 or under the
conditions described in Section 1303, from making payments at any time of
principal of, premium, if any, or interest on the Securities.

         Section 1305. Subrogation to Rights of Holders of Senior Indebtedness.

                  After the payment in full of all Senior Indebtedness, the
Holders of the Securities shall be subrogated to the rights of the holders of
such Senior Indebtedness to receive payments and distributions of cash, property
and securities applicable to the Senior Indebtedness until the principal of,
premium, if any, and interest on, the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article, and no payments over pursuant to the provisions of this Article to
the holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

         Section 1306.  Provisions Solely to Define Relative Rights.

                  The provisions of this Article are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of, premium, if any, and interest on, the
Securities as and when the same shall become due and payable in accordance with
their terms; or (b) affect the relative rights against the Company or the
Holders of the Securities and creditors of the Company other than the holders of
Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness (1) in any case, proceeding,


                                     -135-

<PAGE>


dissolution, liquidation or other winding up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of the Company referred
to in Section 1302, to receive, pursuant to and in accordance with such Section,
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder, or (2) under the conditions specified in Section 1303, to prevent
any payment prohibited by such Section or enforce their rights pursuant to
Section 1303(d).

         Section 1307.  Trustee to Effectuate Subordination.

                  Each Holder of a Security by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company whether in bankruptcy, insolvency,
receivership proceedings, or otherwise, the timely filing of a claim for the
unpaid balance of the indebtedness of the Company owing to such Holder in the
form required in such proceedings and the causing of such claim to be approved.

         Section 1308.  No Waiver of Subordination Provisions.

                  (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

                  (b) Without limiting the generality of subsection (a) of this
Section, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (1) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (2) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of Senior Indebtedness; and (4) exercise or refrain from exercising any
rights against the Company and any other Person; provided, however, that in no
event shall any such actions limit the right of the Holders of the Securities to
take any action to accelerate the maturity of the Securities pursuant to Article
Five of this Indenture or to pursue any rights or remedies hereunder or under
applicable laws if the taking of such action does not otherwise violate the
terms of this Article.


                                     -136-

<PAGE>

         Section 1309.  Notice to Trustee.

                  (a) The Company shall give prompt written notice to the
Trustee of any fact known to the Company which would prohibit the making of any
payment to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article or any other provision of this Indenture, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment to or by the Trustee in respect of the
Securities, unless and until the Trustee shall have received written notice
thereof from the Company or a holder of Senior Indebtedness or from a Senior
Representative or any trustee, fiduciary or agent therefor; and, prior to the
receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section by Noon,
Eastern Time, on the Business Day prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of, premium, if any, or interest on any
Security), then, anything herein contained to the contrary notwithstanding but
without limiting the rights and remedies of the holders of Senior Indebtedness,
a Senior Representative or any trustee, fiduciary or agent thereof, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it after such date; nor
shall the Trustee be charged with knowledge of the curing of any such default or
the elimination of the act or condition preventing any such payment unless and
until the Trustee shall have received an Officers' Certificate to such effect.

                  (b) The Trustee shall be entitled to rely on the delivery to
it of a written notice to the Trustee and the Company by a Person which
represents itself as a Senior Representative or a holder of Senior Indebtedness
(or a trustee, fiduciary or agent therefor) to establish that such notice has
been given by a Senior Representative or a holder of Senior Indebtedness (or a
trustee, fiduciary or agent therefor); provided, however, that failure to give
such notice to the Company shall not affect in any way the ability of the
Trustee to rely on such notice. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

         Section 1310.  Reliance on Judicial Orders or Certificates.

                  Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee and the Holders of the Securities shall
be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is


                                     -137-

<PAGE>


pending, or a certificate of the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other person
making such payment or distribution, or a certificate of a Senior
Representative, delivered to the Trustee or to the Holders of Securities for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article,
provided that the foregoing shall apply only if such court has been fully
apprised of the provisions of this Article.

         Section 1311.  Rights of Trustee as a Holder of Senior Indebtedness;
                        Preservation of Trustee's Rights.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior Indebtedness
which may at any time be held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of
any of its rights as such holder. Nothing in this Article shall apply to claims
of, or payments to, the Trustee under or pursuant to Section 607.

         Section 1312.  Article Applicable to Paying Agents.

                  In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting under this
Indenture, the term "Trustee" as used in this Article shall in such case (unless
the context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1311 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

         Section 1313.  No Suspension of Remedies.

                  Nothing contained in this Article shall limit the right of the
Trustee or the Holders of Securities to take any action to accelerate the
maturity of the Securities pursuant to Article Five of this Indenture or to
pursue any rights or remedies hereunder or under applicable law, subject to the
rights, if any, under this Article of the holders, from time to time, of Senior
Indebtedness to receive the cash, property or securities receivable upon the
exercise of such rights or remedies.

         Section 1314.  Trustee's Relation to Senior Indebtedness.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Article against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and the
Trustee shall not be liable to any holder of Senior Indebtedness if it shall in
good faith mistakenly (absent willful


                                     -138-

<PAGE>


misconduct) pay over or deliver to Holders, the Company or any other Person
moneys or assets to which any holder of Senior Indebtedness shall be entitled by
virtue of this Article or otherwise.

                                      * * *


                                     -139-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, all as of the day and year first above written.


                                     INGLES MARKETS, INCORPORATED


                                     By: /s/ Brenda S. Tudor
                                        ---------------------------------------
                                        Name:  Brenda S. Tudor
                                        Title: Vice President-Finance and Chief
                                               Financial Officer


Attest: /s/ Florence S. Dimenna
       -------------------------
       Name: Florence S. Dimenna
       Title: Secretary



                                     -140-


<PAGE>


                                     U.S. BANK, N.A.


                                     By: Frank P. Leslie, III
                                        -------------------------------------
                                        Name: Frank P. Leslie, III
                                        Title: Vice-President


                                     -141-


<PAGE>



North Carolina                          )
                                        )  ss.:
                      County            )
---------------------

This ___ day of December, 2001, personally came before me, _____________________
___________________________, Notary Public for said County and State, __________
__________________ to me known, who, being by me duly sworn, did say that she is
____________________________________ of Ingles Markets, Incorporated, a
corporation, and that the foregoing instrument in writing was signed by her in
behalf of said corporation by its authority duly given. And the said
_____________________ acknowledged the said writing to be the act and deed of
said corporation.

Witness my hand and official seal, this ____ day of December, 2001.


                                                      (NOTARIAL SEAL)


                                                ------------------------------
                                                       Notary Public

My commission expires ________________________, 20 ____.

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



                                      -1-


<PAGE>


STATE OF                                    )
         --------------------------         )  ss.:
COUNTY OF                                   )
          -------------------------

                  On the 11th day of December, 2001, before me personally came
________________________________, to me known, who, being by me duly sworn, did
depose and say that he is _______________________________ of U.S. Bank, N.A., a
corporation described in and which executed the foregoing instrument; and that
he signed his name thereto pursuant to authority of the Board of Directors of
such corporation.



                                                   (NOTARIAL SEAL)


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



                                      -1-


<PAGE>


                                                                         ANNEX A


                                INTERCOMPANY NOTE
                                                                    , 20
                                                   -----------------    -------

                  Evidences of all loans or advances ("Loans") made hereunder
shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, ______, a
_________ corporation (the "Maker"), HEREBY PROMISES TO PAY ON DEMAND to the
order of (the "Holder") the principal sum of the aggregate unpaid principal
amount of all Loans (plus accrued interest thereon) at any time and from time to
time made hereunder which has not been previously paid.

                  All capitalized terms used herein that are defined in, or by
reference in, the Indenture among Ingles Markets, Incorporated, a North Carolina
corporation ("the Company") and U.S. Bank, N.A., as trustee, dated as of
December 11, 2001 (the "Indenture"), have the meanings assigned to such terms
therein, or by reference therein, unless otherwise defined.

                                    ARTICLE I

                           TERMS OF INTERCOMPANY NOTE

                  Section 1.01 Note Not Forgivable. Unless the Maker of the Loan
hereunder is the Company or any Guarantor, the Holder may not forgive any
amounts owing under this intercompany note.

                  Section 1.02 Interest: Prepayment. (a) The interest rate
("Interest Rate") on the Loans shall be a rate per annum reflected on the grid
attached hereto.

                  (b) The interest, if any, payable on each of the Loans shall
accrue from the date such Loan is made and, subject to Section 2.01, shall be
payable upon demand of the Holder.

                  (c) To the extent permitted by law, if the principal or
accrued interest, if any, of the Loans is not paid on the date demand is made,
interest on the unpaid principal and interest will accrue at a rate equal to the
Interest Rate, if any, plus 100 basis points per annum from maturity until the
principal and interest on such Loans are fully paid.

                  (d) Subject to Section 2.01, any amounts hereunder may be
repaid at any time by the Maker.

                  Section 1.02 Subordination. Subject to Section 2.01, all Loans
hereunder shall be subordinated in right of payment to the payment and
performance of the obligations of the


                                      -1-

<PAGE>


Company and any Subsidiary (which Subsidiary is also an obligor under the
Indenture, the Securities, a Guarantee or other Senior Indebtedness or Pari
Passu Indebtedness, as the case may be, whether as a borrower or guarantor)
under the Indenture, the Securities, the Guarantees, if any, or any other
Indebtedness ranking senior to or pari passu with the Securities.

                                   ARTICLE II

                               EVENTS OF DEFAULT

                  Section 2.01 Events of Default. If after the date of issuance
of this Loan (i) an Event of Default has occurred under the Indenture, (ii) an
Event of Default (as defined) has occurred under any other Senior Indebtedness
or (iii) an "event of default" (as defined) has occurred under any other
Indebtedness of the Company or any Subsidiary, then (x) in the event the Maker
is (A) a Subsidiary which is not a Guarantor or (B) a Guarantor in the case
where the Holder is the Company, all amounts owing under the Loans hereunder
shall be immediately due and payable to the Holder, (y) in the event the Maker
is the Company, the amounts owing under the Loans hereunder shall not be due and
payable at any time and shall not be paid and (z) in the event the Maker is a
Guarantor and the Holder is not the Company or any Guarantor, the amounts owing
under the Loans hereunder shall not be due and payable at any time and shall not
be paid; provided, however, that if such Event of Default or event of default
has been waived, cured or rescinded, such amounts shall no longer be due and
payable in the case of clause (x), and such amounts may be paid in the case of
clauses (y) and (z). If the Holder is a Subsidiary, then the Holder hereby
agrees that if it receives any payments or distributions on any Loan from the
Company or a Guarantor which is not payable pursuant to clause (y) or (z) of the
prior sentence after any Event of Default described in clauses (i) or (ii) or
any event of default described in clause (iii) above has occurred, is continuing
and has not been waived, cured or rescinded, it will pay over and deliver
forthwith to the Company or such Guarantor, as the case may be, all such
payments and distributions.


                                      -2-


<PAGE>


                                   ARTICLE III

                                  MISCELLANEOUS

                  Section 3.01 Amendments, Etc. No amendment or waiver of any
provision of this intercompany note, or consent to depart herefrom is permitted
at any time for any reason, except with the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Securities.

                  Section 3.02 Assignment. No party to this Agreement may
assign, in whole or in part, any of its rights and obligations under this
intercompany note, except to its legal successor in interest.

                  Section 3.03 Third Party Beneficiaries. The holders of the
Securities or any other Indebtedness ranking pari passu with or senior to, the
Securities or any Guarantees, shall be third party beneficiaries to this
intercompany note and upon an Event of Default shall have the right to enforce
this intercompany note against the Company or any of its Subsidiaries.

                  Section 3.04 Headings. Article and Section headings in this
intercompany note are included for convenience of reference only and shall not
constitute a part of this intercompany note for any other purpose.

                  Section 3.05 Entire Agreement. This intercompany note sets
forth the entire agreement of the parties with respect to its subject matter and
supersedes all previous understandings, written or oral, in respect thereof.

                  Section 3.06 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

                  Section 3.07 Waivers. The Maker hereby waives presentment,
demand for payment, notice of protest and all other demands and notices in
connection with the delivery, acceptance, performance or enforcement hereof.

                                              By:
                                                  -----------------------------


                                      -3-


<PAGE>


                BORROWINGS, MATURITIES, AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>
             Amount of        Maturity of                     Amount
             Borrowing/       Borrowing/          Interest    Principal Paid        Unpaid Principal          Notation
Date         Principal        Principal           Rate        or Prepaid            Balance                   Made by
----         ----------       -----------         --------    --------------        ----------------          ---------
<S>          <C>              <C>                 <C>         <C>                   <C>                       <C>

</TABLE>


                                      -4-


<PAGE>



                                                                       EXHIBIT A

                            REGULATION S CERTIFICATE

            (For transfers pursuant to ss.307(a)(i) of the Indenture)


U.S. Bank, N.A.
180 East 5th Street
St. Paul, MN  55101

               Re:  8 7/8% Senior Subordinated Notes due 2011 of Ingles Markets,
                    Incorporated (the "Securities")

         Reference is made to the Indenture, dated as of December 11, 2001 (the
"Indenture"), among Ingles Markets, Incorporated, a North Carolina corporation
("Company"), and U.S. Bank, N.A., as Trustee. Terms used herein and defined in
the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of
1933 (the "Securities Act") are used herein as so defined.

         This certificate relates to US$____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                  CUSIP No(s). ___________________________

                  CERTIFICATE No(s). _____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Regulation S
Global Security. In connection with such transfer, the Owner hereby certifies
that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 or Rule 144 under the Securities Act and with all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:


                                      -1-

<PAGE>

                  (1) Rule 904 Transfers. If the transfer is being effected in
accordance with Rule 904:

                           (A) the Owner is not a distributor of the Securities,
                  an affiliate of the Company or any such distributor or a
                  person acting on behalf of any of the foregoing;

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

                           (C) either:

                                    (i) at the time the buy order was
                           originated, the Transferee was outside the United
                           States or the Owner and any person acting on its
                           behalf reasonably believed that the Transferee was
                           outside the United States, or

                                    (ii) the transaction is being executed in,
                           on or through the facilities of the Eurobond market,
                           as regulated by the Association of International Bond
                           Dealers, or another designated offshore securities
                           market and neither the Owner nor any person acting on
                           its behalf knows that the transaction has been
                           prearranged with a buyer in the United States;

                           (D) no directed selling efforts have been made in the
                  United States by or on behalf of the Owner or any affiliate
                  thereof;

                           (E) if the Owner is a dealer in securities or has
                  received a selling concession, fee or other remuneration in
                  respect of the Specified Securities, and the transfer is to
                  occur during the Restricted Period, then the requirements of
                  Rule 904(c)(1) have been satisfied; and

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

                  (2) Rule 144 Transfers. If the transfer is being effected
         pursuant to Rule 144:

                           (A) the transfer is occurring after a holding period
                  of at least one year (computed in accordance with paragraph
                  (d) of Rule 144) has elapsed since the Specified Securities
                  were last acquired from the Company or from an affiliate of
                  the Company, whichever is later, and is being effected in
                  accordance with the applicable amount, manner of sale and
                  notice requirements of Rule 144; or

                           (B) the transfer is occurring after a holding period
                  of at least two years has elapsed since the Specified
                  Securities were last acquired from the Company or from an
                  affiliate of the Company, whichever is later, and the Owner is
                  not, and during the preceding three months has not been, an
                  affiliate of the Company.


                                      -2-


<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company and the Initial Purchasers.

Dated:

                          (Print the name of the Undersigned, as such term is
                          defined in the second paragraph of this certificate.)


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

                             (If the Undersigned is a corporation, partnership
                              or fiduciary, the title of the person signing on
                              behalf of the Undersigned must be stated.)


                                      -3-


<PAGE>


                                                                       EXHIBIT B

                        RESTRICTED SECURITIES CERTIFICATE

           (For transfers pursuant to ss.307(a)(ii) of the Indenture)


U.S. Bank, N.A.
180 East 5th Street
St. Paul, MN  55101

                  Re:  8 7/8% Senior Subordinated Notes due 2011 of
                       Ingles Markets, Incorporated (the "Securities")

         Reference is made to the Indenture, dated as of December 11, 2001 (the
"Indenture"), among Ingles Markets, Incorporated, a North Carolina corporation
("Company"), and U.S. Bank, N.A., as Trustee. Terms used herein and defined in
the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933
(the "Securities Act") are used herein as so defined.

         This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                           CUSIP No(s). ___________________________
                           ISIN No(s). If any. ____________________
                           CERTIFICATE No(s). _____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner."
The Specified Securities are represented by a Global Security and are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner.

         The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with Rule
144A or Rule 144 under the Securities Act and all applicable securities laws of
the states of the United States and other jurisdictions. Accordingly, the Owner
hereby further certifies as follows:

                  (1) Rule 144A Transfers. If the transfer is being effected in
         accordance with Rule 144A:

                           (A) the Specified Securities are being transferred to
                  a person

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                  that the Owner and any person acting on its behalf reasonably
                  believe is a "qualified institutional buyer" within the
                  meaning of Rule 144A, acquiring for its own account or for the
                  account of a qualified institutional buyer; and

                           (B) the Owner and any person acting on its behalf
                  have taken reasonable steps to ensure that the Transferee is
                  aware that the Owner may be relying on Rule 144A in connection
                  with the transfer; and

                  (2) Rule 144 Transfers. If the transfer is being effected
         pursuant to Rule 144:

                           (A) the transfer is occurring after a holding period
                  of at least one year (computed in accordance with paragraph
                  (d) of Rule 144) has elapsed since the Specified Securities
                  were last acquired from the Company or from an affiliate of
                  the Company, whichever is later, and is being effected in
                  accordance with the applicable amount, manner of sale and
                  notice requirements of Rule 144; or

                           (B) the transfer is occurring after a holding period
                  of at least two years has elapsed since the Specified
                  Securities were last acquired from the Company or from an
                  affiliate of the Company, whichever is later, and the Owner is
                  not, and during the preceding three months has not been, an
                  affiliate of the Company.


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<PAGE>


         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:

                           (Print the name of the Undersigned, as such term is
                           defined in the second paragraph of this certificate.)

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

                           (If the Undersigned is a corporation, partnership or
                            fiduciary, the title of the person signing on behalf
                            of the Undersigned must be stated.)


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<PAGE>

                                                                       EXHIBIT C


                       UNRESTRICTED SECURITIES CERTIFICATE

          (For removal of Securities Act Legends pursuant to ss.307(b))


U.S. Bank, N.A.
180 East 5th Street
St. Paul, MN  55101

              Re:  8 7/8% Senior Subordinated Notes due 2011 of Ingles Markets,
                   Incorporated (the "Securities")

         Reference is made to the Indenture, dated as of December 11, 2001 (the
"Indenture"), among Ingles Markets, Incorporated, a North Carolina corporation
("Company"), and U.S. Bank, N.A., as Trustee. Terms used herein and defined in
the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the
"Securities Act") are used herein as so defined.

         This certificate relates to US$_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

                           CUSIP No(s). ___________________________

                           CERTIFICATE No(s). _____________________

         The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

         The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Private Placement Legend pursuant to Section 307(b) of the
Indenture. In connection with such exchange, the Owner hereby certifies that the
exchange is occurring after a holding period of at least two years (computed in
accordance with paragraph (d) of Rule 144) has elapsed since the Specified
Securities were last acquired from the Company or from an affiliate of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company. The Owner also
acknowledges that any future transfers of the Specified Securities must comply
with all applicable securities laws of the states of the United States and other
jurisdictions.


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<PAGE>


         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
                          (Print the name of the Undersigned, as such term is
                           defined in the second paragraph of this certificate.)


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

                           (If the Undersigned is a corporation, partnership or
                           fiduciary, the title of the person signing on behalf
                           of the Undersigned must be stated.)


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<PAGE>


                                                                      APPENDIX I

                            [FORM OF TRANSFER NOTICE]

         FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

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

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

--------------------------------------------------------------------------------
(Please print or typewrite name and address including zip code of assignee)


--------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing


--------------------------------------------------------------------------------
attorney to transfer such Security on the books of the Company with full power
of substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                   ON ALL CERTIFICATES FOR SERIES A SECURITIES
                       EXCEPT PERMANENT OFFSHORE PHYSICAL
                                  CERTIFICATES]

         In connection with any transfer of this Security occurring prior to the
date which is the earlier of the date of an effective Registration Statement or
December 11, 2003, the undersigned confirms that without utilizing any general
solicitation or general advertising that:

[Check One]

[  ]  (a)  this Security is being transferred in compliance with the exemption
           from registration under the Securities Act of 1933, as amended,
           provided by Rule 144A thereunder.
or

[  ]  (b)  this Security is being transferred other than in accordance with (a)
           above and documents are being furnished which comply with the
           conditions of transfer set forth in this Security and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other Security
Registrar shall not be obligated to register this Security in the name of any
Person other than the Holder hereof unless and until the

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<PAGE>


conditions to any such transfer of registration set forth herein and in Section
307 of the Indenture shall have been satisfied.

Date:
      ------------------------              ------------------------------------
                                            NOTICE: The signature to this
                                            assignment must correspond with the
                                            name as written upon the face of the
                                            within-mentioned instrument in every
                                            particular, without alteration or
                                            any change whatsoever.

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

[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15]


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

         The undersigned represents and warrants that it is purchasing this
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 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.

Dated:
      -------------------         ----------------------------------------------
                                  NOTICE:  To be executed by an authorized
                                           signatory


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<PAGE>



                                                                     APPENDIX II


                         FORM OF TRANSFEREE CERTIFICATE


I or we assign and transfer this Security to:





Please insert social security or other identifying number of assignee



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

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


Print or type name, address and zip code of assignee and irrevocably
appoint________________________________________________________________


[Agent], to transfer this Security on the books of the Company. The Agent may
substitute another to act for him.


Dated                                  Signed
       ---------------------                 -----------------------------------

(Sign exactly as name appears on the other side of this Security)



[Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15]


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