INDENTURE

XXXXXXXXX XXXXX CORPORATION

as obligor

$100,000,000

10-1/4% Senior Notes due 2004

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INDENTURE

Dated as of July 2, 1997

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THE BANK OF NEW YORK,

Trustee

INDENTURE, dated as of July 2, 1997, among XXXXXXXXX XXXXX
CORPORATION, an Illinois corporation (the "Company"), and THE BANK OF NEW
YORK, a New York banking corporation, as trustee (the "Trustee").

The Company and the Trustee agree as follows for the benefit of
each other and for the equal and ratable benefit of the Holders of the
Company's 10-1/4% Senior Secured Notes due 2004.

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

SECTION 1.1. DEFINITIONS.

"ACQUIRED DEBT" means, with respect to the Company or a Restricted
Subsidiary, Indebtedness of any other Person existing at the time such other
Person merged with or into the Company or a Restricted Subsidiary or became a
Restricted Subsidiary, other than Indebtedness incurred in connection with,
or in contemplation of, such other Person merging with or into the Company or
a Restricted Subsidiary or becoming a Restricted Subsidiary.

"ADJUSTED CONSOLIDATED NET INCOME" means, with respect to any
Person for any period, the Consolidated Net Income of such Person plus
amortization (including amortization of goodwill, deferred costs and other
intangibles) of such Person for such period to the extent such amortization
was deducted in computing Consolidated Net Income.

"AFFILIATE" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean (i) the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise; (ii) in the case of a corporation, beneficial ownership of 10% or
more of any class of Capital Stock of such Person; and (iii) in the case of
an individual (A) members of such Person's immediate family (as defined in
Instruction 2 of Item 404(a) of Regula-tion S-K under the Securities Act) and
(B) trusts, any trustee

or beneficiaries of which are such Person or members of such Person's
immediate family. Notwith-standing the foregoing to the contrary, neither
the Initial Purchasers nor any of their respective Affiliates shall be deemed
to be Affiliates of the Company.

"AGENT" means any Registrar or Paying Agent.

"ASSET SALE" means any direct or indirect (i) sale, assignment,
trans-fer, lease, conveyance, or other disposition (including, without
limitation, by way of merger or consolidation) (collectively, a "transfer"),
other than in the ordinary course of business, of any assets of the Company
or its Restricted Subsidiaries, or (ii) issuance or sale of any Capital Stock
of any Subsidiary (in each case, other than to the Company or a Wholly Owned
Subsidiary). For purposes of this definition, (a) any series of transfers
that are part of a common plan shall be deemed a single Asset Sale and (b)
the term "Asset Sale" shall not include any disposition of all or
substantially all of the assets of the Company that is governed under and
complies with Article 5 of this Indenture.

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

"BOARD OF DIRECTORS" means the board of directors or any duly
constituted committee of any corporation or of a corporate general partner of
a partnership and any similar body empowered to direct the affairs of any
other entity.

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

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

"CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, and (ii) with respect to
any other Person, any and all partnership interests, membership interests or
other indicia of ownership of such Person.

"CASH EQUIVALENT" means (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or instru-
mentality thereof (provided that the full faith and credit of the United States
of

America is pledged in support thereof), (ii) time deposits and certificates
of deposit and commercial paper issued by the parent corporation of any
domestic commercial bank of recognized standing having capital and surplus in
excess of $500,000,000 and commercial paper issued by others rated at least
A-2 or the equivalent thereof by Standard & Poor's Corporation or at least
P-2 or the equivalent thereof by Xxxxx'x Investors Service, Inc. and in each
case maturing within one year after the date of acquisition and (iii)
investments in money market funds substantially all of whose assets comprise
securities of the types described in clauses (i) and (ii) above.

"CHANGE OF CONTROL" means (i) the sale, assignment, lease, transfer
or conveyance (in one transaction or a series of transactions) of all or
substantially all of the Company's assets to any Person or group (as such
term is used in Section 13(d)(3) of the Exchange Act), (ii) the liquidation
or dissolution of the Company or the adoption of a plan by the shareholders
of the Company relating to the dissolution or liquidation of the Company,
(iii) the acquisition by any Person or group (as such term is used in Section
13(d)(3) of the Exchange Act) (other than the TJC Investors, the TCW
Investors or their respective affiliates) of beneficial ownership, directly
or indirectly, of Voting Stock of the Company or Holdings having the right to
elect directors having a majority of the voting power of the Board of
Directors of the Company or Holdings, respectively, by way of purchase,
merger or consolidation or other-wise, or (iv) any Person or group (as such
term is used in Section 13(d)(3) of the Exchange Act) (other than the TJC
Investors, the TCW Investors or their respective affiliates) exercises the
right to elect director(s) having (or existing directors, acquire the right
to have) a majority of the voting power of the Board of Directors of the
Company or Holdings.

"CLASS A PREFERRED STOCK" means Holdings' Junior Class A PIK
Preferred Stock.

"CLASS B PREFERRED STOCK" means Holdings' Junior Class B PIK
Preferred Stock.

"CLOSING DATE" means the date upon which the Series A Notes are
first issued.

"COLLATERAL" means any assets of the Company or any of its
Subsidiaries defined as "Collateral" in any of the Security Documents and
assets from time to time in which a Lien exists as security for any of the
Obligations.

"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
per-forming the duties now assigned to it under the TIA, then the body
performing such duties at such time.

"COMPANY" means the party named as such above, until a successor
replaces such Person in accordance with the terms of this Indenture, and
thereafter means such successor.

"COMPANY ORDER" means a written request or order signed in the name
of the Company by its Chairman of the Board, President, Chief Executive
Officer, Chief Financial Officer or Senior Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary
and delivered to the Trustee.

"CONSOLIDATED EBITDA" means, with respect to any Person (the
referent Person) for any period, consolidated income (loss) from operations
of such Person for such period, determined in accordance with GAAP, plus (to
the extent such amounts are deducted in calculating such income (loss) from
operations of such Person for such period, and without duplication)
amortization, depreciation and other non-cash charges (including, without
limitation, amortization of goodwill, deferred financing fees and other
intangibles but excluding (a) non-cash charges incurred after the date of
this Indenture that require an accrual of or a reserve for cash charges for
any future period, except for accrued and unpaid management fee charges under
the Tax Sharing Agreement and (b) normally recurring accruals such as
reserves against accounts receivable); PROVIDED, HOWEVER, that (i) the income
from operations of any Person that is not a Wholly Owned Subsidiary or that
is accounted for by the equity method of accounting will be included only to
the extent of the amount of dividends or distributions paid during such
period to the referent Person or a Wholly Owned Subsidiary of the referent
Person, (ii) the income from operations of any Person acquired in a pooling
of interests transaction for any period prior to the date of such acquisition
will be excluded and (iii) the income from operations of any Subsidiary will
not be included to the extent that declarations of dividends or similar
distributions by that Subsidiary are not at the time permitted, directly or
indirectly, by operation of the terms of its organization documents or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Subsidiary or its owners.

"CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person
for any period, the consolidated interest expense of such Person for such
period,

whether paid or accrued (including amortization of original issue discount,
non-cash interest payment, and the interest component of Capital Lease
Obligations), to the extent such expense was deducted in computing
Consolidated Net Income of such Person for such period.

"CONSOLIDATED NET INCOME" means, with respect to any Person (the
referent Person) for any period, the aggregate of the Net Income of such
Person and its consolidated subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP; PROVIDED, HOWEVER, that (i) the
Net Income of any Person that is not a Wholly Owned Subsidiary or that is
accounted for by the equity method of accounting will be included only to the
extent of the amount of dividends or distributions paid during such period to
the referent Person or a Wholly Owned Subsidiary of the referent Person, (ii)
the Net Income of any Person acquired in a pooling of interests transaction
for any period prior to the date of such acquisition will be excluded, and
(iii) the Net Income of any Subsidiary will not be included to the extent
that declarations of dividends or similar distributions by that Subsidiary
are not at the time permitted, directly or indirectly, by operation of the
terms of its organization documents or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary or its owners.

"CONSOLIDATED NET WORTH" means, with respect to any Person, the
total shareholders' equity of such Person determined on a consolidated basis
in accor-dance with GAAP, adjusted to exclude (to the extent included in
calculating such equity), (i) the amount of any such shareholders' equity
attributable to Disqualified Stock or treasury stock of such Person and its
consolidated subsidiaries, and (ii) all upward revaluations and other
write-ups in the book value of any asset of such Person or a consolidated
subsidiary of such Person subsequent to the Issue Date and (iii) all
investments in subsidiaries of such Person that are not Restricted
Subsidiaries and in Persons that are not subsidiaries of such Person.

"CORPORATE TRUST OFFICE" shall be at the address of the Trustee
specified in Section 11.2 or such other address as the Trustee may specify by
notice to the Company.

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

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

"DEPOSITORY" means the Person specified in Section 2.3 hereof as
the Depository with respect to the Notes issuable in global form, until a
successor shall have been appointed and becomes such pursuant to the
applicable provision of this Indenture, and, thereafter, "Depository" shall
mean or include such successor.

"DISQUALIFIED STOCK" means any Equity Interest that, (i) either by
its terms or the terms of any security into which it is convertible or for
which it is exchangeable or otherwise, is or upon the happening of an event
or the passage of time would be, required to be redeemed or repurchased (in
whole or in part) prior to the final stated maturity of the Notes or is
redeemable (in whole or in part) at the option of the holder thereof at any
time prior to such final stated maturity or (ii) is convertible into or
exchangeable at the option of the issuer thereof or any other Person for debt
securities or Disqualified Stock.

"DTC" means The Depository Trust Company.

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

"ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

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

"EXCHANGE OFFER" means the offer that may be made by the Company
pursuant to the Registration Rights Agreement to exchange Series B Notes for
Series A Notes.

"GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession, and in the rules and regulations of the Commission,
that are in effect on the Issue Date.

"GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or

indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

"GUARANTORS" means all direct or indirect future Restricted
Subsidiaries.

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

"HOLDINGS" means Xxxxxx May Holdings, Inc., a Delaware corporation.

"INACTIVE SUBSIDIARIES" means Xxx. Xxxxxxx Home Made Candies, Inc.,
Xxxxxx May Candy Company, Inc., Grandmother's Candy Shops, Inc., Xxxxxxxxx
Home Made Candies, Inc. and Xxxxxxxxx Box Corporation.

"INDEBTEDNESS" of any Person means (without duplication) (i) all
liabilities and obligations, contingent or otherwise, of such Person (a) in
respect of borrowed money (whether or not the recourse of the lender is to
the whole of the assets of such Person or only to a portion thereof), (b)
evidenced by bonds, debentures, notes or other similar instruments, (c)
representing the deferred purchase price of property or services (other than
trade payables on customary terms incurred in the ordinary course of business
which are not more than 90 days past due), (d) created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even though the rights and remedies of the seller or
lender under such agree-ment in the event of default are limited to
repossession or sale of such property), (e) as lessee under capitalized
leases, (f) under bankers' acceptance and letter of credit facilities, (g) to
purchase, redeem, retire, defease or otherwise acquire for value any
Disqualified Stock, or (h) in respect of Hedging Obligations, (ii) all
liabilities and obligations of others of the type described in clause (i)
that are Guaranteed by such Person, and (iii) all liabilities and obligations
of others of the type described in clause (i) that are secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on 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, PROVIDED, HOWEVER, that the amount of such Indebtedness shall
(to the extent such Person has not assumed or become liable for the payment
of such Indebtedness) be the lesser of (x) the fair market value of such
property at the time of determination and (y) the amount of such
Indebtedness. The amount of Indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and the maximum

liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date.

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

"INITIAL PURCHASERS" means Xxxxxxxxx & Company, Inc. and First
Chicago Capital Markets, Inc.

"INTELLECTUAL PROPERTY SECURITY AGREEMENT" means the Intellectual
Property Security Agreement dated the date hereof by and between the Company,
on the one hand, and the Trustee, on the other, as amended or supplemented
from time to time.

"INTEREST COVERAGE RATIO" means, for any period, the ratio of (i)
Consolidated EBITDA of the Company for such period, over (ii) Consolidated
Interest Expense of the Company for such period. In calculating Interest
Coverage Ratio for any period, pro forma effect shall be given to: (a) the
incurrence, assumption, guarantee, repayment, repurchase, redemption or
retirement by the Company or any of its Subsidiaries of any Indebtedness
subsequent to the commencement of the period for which the Interest Coverage
Ratio is being calculated, as if the same had occurred at the beginning of
the applicable period; and (b) the occurrence of any Asset Sale during such
period by reducing Consolidated EBITDA for such period by an amount equal to
the Consolidated EBITDA (if positive) directly attributable to the assets
sold and by reducing Consolidated Interest Expense by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness
secured by the assets sold and assumed by third parties or repaid with the
proceeds of such Asset Sale, in each case as if the same had occurred at the
beginning of the applicable period. For purposes of making the computation
referred to above, acquisitions that have been made by the Company or any of
its Restricted Subsidiaries, including all mergers and consolidations,
subsequent to the commencement of such period shall be calculated on a PRO
FORMA basis, assuming that all such acquisitions, mergers and consolidations
had occurred on the first day of such period. Without limiting the
foregoing, the financial information of the Company with respect to any
portion of a period that falls before the Issue Date shall be adjusted to
give pro forma effect to the issuance of the Notes and the application of the
proceeds therefrom as if they had occurred at the beginning of such period.

"INVESTMENTS" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of loans,
Guarantees,

advances or capital contributions (excluding (i) commission, travel and
similar advances to officers and employees of such Person made in the
ordinary course of business and (ii) bona fide accounts receivable arising
from the sale of goods or services in the ordinary course of business
consistent with past practice), purchases or other acquisitions for
consideration of Indebted-ness, Equity Interests or other securities, and any
other items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP.

"ISSUE DATE" means the date upon which the Notes are first issued.

"LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
banking institutions in Chicago, Illinois, the City of New York or at a place
of payment are authorized by law, regulation or executive order to remain
closed.

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

"LIQUIDATED DAMAGES" means "Weekly Liquidated Damages Amount" set
out in the Registration Rights Agreement.

"MATERIAL SUBSIDIARY" means any Subsidiary (a) that is a
"Significant Subsidiary" of the Company as defined in Rule 1-02 of Regulation
S-X promulgated by the Commission or (b) is otherwise material to the
business of the Company.

"MORTGAGES" means those certain Mortgages dated the date hereof
between the Company, on the one hand, and the Trustee, on the other, as
amended or supplemented from time to time, with respect to the Company's
Chicago, Illinois, headquarters and manufacturing facility located on X.
Xxxxxxx Boulevard and Bensalem, Pennsylvania warehouse and distribution
facility.

"NET INCOME" means, with respect to any Person for any period, the
net income (loss) of such Person for such period, determined in accordance
with GAAP, excluding any gain (but not loss), together with any related
provision for taxes on such gain (but not loss), realized in connection with
any Asset Sales and dispositions pursuant to sale and leaseback transactions,
and excluding any extraordi-

nary gain (but not loss), together with any related provision for taxes on
such gain (but not loss).

"NET PROCEEDS" means the aggregate cash proceeds received in
respect of any Asset Sale, net of (i) the reasonable and customary direct
out-of-pocket costs relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales
commissions), other than any such costs payable to an Affiliate of the
Company, (ii) amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets the subject of such Asset Sale,
(iii) any reserve for adjustment in respect of the sale price of such asset
or asset, (iv) taxes paid or payable as a result thereof, (v) any relocation
expenses and pension, severance and shutdown costs incurred as a result
thereof and (vi) any deduction or appropriate amounts to be provided by the
Company or any of its Subsidiaries as a reserve in accordance with GAAP
against any liabilities associated with the assets disposed of in such
transaction and retained by the Company or any Subsidiary after such sale or
disposition thereof including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to environmental
matters or against any indemnification obligations with respect to such
transaction.

"NOTES" means, collectively, the Series A Notes and the Series B
Notes.

"OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other obligations and
liabilities of the Company or any of the Guarantors under this Indenture, the
Notes or the Guarantees of the Notes, the Registration Rights Agreement or
any of the Security Documents.

"OFFERING CIRCULAR" means the final offering circular, dated June
27, 1997 used in connection with the sale of the Series A Notes.

"OFFICERS" means the Chairman of the Board, the President, the
Chief Financial Officer, the Chief Operating Officer, the Treasurer, any
Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary
or any Senior Vice President of the Company.

"OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the President,
Chief Executive Officer, Chief Financial Officer, Treasurer, Assistant
Treasurer, Con-troller or a Senior Vice President of the Company.

"OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee. Such counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company or the Trustee.

"OTHER PERMITTED INDEBTEDNESS" means: (i) Indebtedness in respect
of reimbursement-type obligations regarding workers' compensation claims,
(ii) Indebtedness of the Company and its Restricted Subsidiaries in
connection with performance, surety, statutory, appeal or similar bonds in
the ordinary course of business, (iii) Indebtedness of the Company and its
Restricted Subsidiaries in connection with agreements providing for
indemnification, purchase price adjustments and similar obligations in
connection with the sale or disposition of any of their business, properties
or assets, and (iv) the guarantee by the Company or any of its Restricted
Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the
Company that was permitted to be incurred under Section 4.9.

"PERMITTED INVESTMENTS" means (i) Investments in the Company or any
Wholly Owned Subsidiary, (ii) Investments in Cash Equivalents, (iii)
Investments in a Person, if as a result of such Investment (a) such Person
becomes a Wholly Owned Subsidiary and the Capital Stock of such Person is
pledged to secure the Obligations, or (b) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Wholly Owned Subsidiary,
and (iv) other Investments that do not exceed in the aggregate $7.5 million
at any time outstanding.

"PERMITTED LIENS" means (i) Liens in favor of the Company and/or
its Restricted Subsidiaries other than with respect to intercompany
Indebtedness, (ii) Liens on property of a Person existing at the time such
Person is acquired by, merged into or consolidated with the Company or any
Restricted Subsidiary, PROVIDED, HOWEVER, that such Liens were not created in
contemplation of such acquisition and do not extend to assets other than
those subject to such Liens immediately prior to such acquisition, (iii)
Liens on property existing at the time of acquisition thereof by the Company
or any Restricted Subsidiary, PROVIDED, HOWEVER, that such Liens were not
created in contemplation of such acquisition and do not extend to assets
other than those subject to such Liens immediately prior to such acquisition,
(iv) Liens incurred in the ordinary course of business in respect of Hedging
Obligations, (v) Liens to secure Indebtedness for borrowed money of a
Subsidiary in favor of the Company or a Wholly Owned Subsidiary, (vi) Liens
(other than pursuant to ERISA or environmental laws) to secure the
performance of statutory obligations, surety or appeal bonds, performance
bonds or other obligations (exclusive of obligations constituting
Indebtedness) of a like nature incurred in the ordinary course of

business, (vii) Liens existing or created on the Issue Date, (viii) Liens for
taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested or remedied in good faith by
appropriate proceedings promptly instituted and diligently concluded,
PROVIDED, HOWEVER, that any reserve or other appropriate provision as may be
required in conformity with GAAP has been made therefor, (ix) Liens arising
by reason of any judgment, decree or order of any court with respect to which
the Company or any of its Restricted Subsidiaries is then in good faith
prosecuting an appeal or other proceedings for review, the existence of which
judgment, order or decree is not an Event of Default under this Indenture,
(x) encumbrances consisting of zoning restrictions, survey exceptions,
utility easements, licenses, rights of way, easements of ingress or egress
over property of the Company or any of its Restricted Subsidiaries, rights or
restrictions of record on the use of real property, minor defects in title,
landlord's and lessor's liens under leases on property located on the
premises rented, mechanics' liens, vendors' liens, and similar encumbrances,
rights or restrictions on personal or real property, in each case not
interfering in any material respect with the ordinary conduct of the business
of the Company or any of its Restricted Subsidiaries, (xi) Liens incidental
to the conduct of business or the ownership of properties incurred in the
ordinary course of business in connection with workers' compensation,
unem-ployment insurance and other types of social security, or to secure the
perfor-xxxxx of tenders, bids, and government contracts and leases and
subleases and (xii) any extension, renewal, or replacement (or successive
extensions, renewals or replacements), in whole or in part, of Liens
described in clauses (i) through (xi) above.

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

"PREFERRED STOCK" means amounts sufficient to pay (i) cash
dividends and mandatory redemption payments under the Senior Preferred Stock
and the Class A Preferred Stock and Class B Preferred Stock and (ii) interest
payments on Indebtedness of Holdings, the net proceeds of which are in an
amount no greater than the amount necessary to redeem the Senior Preferred
Stock and Class A Preferred Stock and Class B Preferred Stock and which
Indebtedness has no installment of principal due prior to the first
anniversary of the stated maturity of the Notes.

"PUBLIC EQUITY OFFERING" means a bona fide underwritten public
offering of Qualified Stock of the Company, pursuant to a registration
statement filed with and declared effective by the Commission in accordance
with the Securities Act.

"PURCHASE MONEY LIENS" means Liens to secure or securing Purchase
Money Obligations permitted to be incurred under this Indenture.

"PURCHASE MONEY OBLIGATIONS" means Indebtedness representing, or
incurred to finance, the cost (i) of acquiring any assets and (ii) of
construction or build-out of manufacturing, distribution or administrative
facilities (including Purchase Money Obligations of any other Person at the
time such other Person is merged with or into or is otherwise acquired by the
Company or any Restricted Subsidiary), PROVIDED, HOWEVER, that (a) the
principal amount of such Indebtedness does not exceed 100% of such cost,
including construction charges, (b) any Lien securing such Indebtedness does
not extend to or cover any other asset or property other than the asset or
property being so acquired and (c) such Indebtedness is incurred, and any
Liens with respect thereto are granted, within 180 days of the acquisition of
such property or asset.

"QIB" shall mean "qualified institutional buyer" as defined in Rule
144A.

"QUALIFIED STOCK" means, with respect to any Person, Capital Stock
of such Person other than Disqualified Stock.

"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the Closing Date, by and among the Company and the
Initial Purchasers as such agreement may be amended, modified or supplemented
from time to time.

"RESPONSIBLE OFFICER" when used with respect to the Trustee, means
any officer within the corporate trust department of the Trustee located at
the Corporate Trust Office (or any successor group of the Trustee) or any
other officer of the Trustee customarily performing functions similar to
those performed by any of the designated officers, and also means, with
respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his knowledge of and familiarity with the
particular subject.

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

"RESTRICTED SECURITIES" means Notes that bear or are required to
bear the legends set forth in Exhibit A hereto.

"RESTRICTED SUBSIDIARY" means a Subsidiary other than an
Unrestricted Subsidiary.

"REVOLVING CREDIT FACILITY" means the Amended and Restated Credit
Agreement, entered into on the Closing Date between The First National Bank
of Chicago, as agent and lender, and the Company, as borrower, as the same
may be amended, modified, renewed, refunded, replaced or refinanced from time
to time, including (i) any related notes, letters of credit, guarantees,
collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, modified, renewed, refunded, replaced
or refinanced from time to time, and (ii) any notes, guarantees, collateral
documents, instruments and agreements executed in connection with such
amendment, modification, renewal, refunding, replacement or refinancing.

"RULE 144A" means Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or under any similar rule or regulation
hereafter adopted by the Commission.

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

"SECURITY AGREEMENT" means the Pledge and Security Agreement, dated
as of the date hereof, by and between the Company, on the one hand, and the
Trustee on the other, as amended or supplemented from time to time.

"SECURITY DOCUMENTS" means, collectively, the Security Agreement,
the Intellectual Property Security Agreement, the Mortgages and any other
document, instrument or agreement executed or delivered by the Company or any
of its Subsidiaries from time to time pursuant to which the Company or any
such Subsidiary shall xxxxx x Xxxx on any of their respective properties,
assets or revenues to secure payment of the Obligations hereunder and under
the Notes.

"SENIOR PREFERRED STOCK" means Holdings' Senior Preferred Stock.

"SERIES A NOTES" means the Company's 10-1/4% Series A Senior Notes
due 2004, as authenticated and issued under this Indenture.

"SERIES B NOTES" means the Company's 10-1/4% Series B Senior Notes
due 2004, as authenticated and issued under this Indenture.

"SUBSIDIARY" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% of
the total voting power of shares of Voting Stock thereof is at the time owned
or controlled, directly or indirectly, by such Person or one or more of the
other subsidiaries of that Person or a combination thereof and (ii) any
partnership in which such Person or any of its subsidiaries is a general
partner.

"SUBSIDIARY" means any subsidiary of the Company.

"TAX SHARING AGREEMENT" means the Tax Sharing and Management
Agree-ment, dated as of the Closing Date, by and between the Company and
Holdings as in effect on the date hereof.

"TCW INVESTORS" means TCW Capital and its Affiliates.

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

"TJC INVESTORS" means The Jordan Company and its Affiliates.

"TRANSFER" means any direct or indirect sale, assignment, transfer,
lease, conveyance, or other disposition (including, without limitation, by
way of merger or consolidation).

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

"UNRESTRICTED SUBSIDIARY" means (i) the Inactive Subsidiaries and
(ii) any other Subsidiary that has been designated by the Company (by written
notice to the Trustee as provided below) as an Unrestricted Subsidiary;
provided, that a Subsidiary may not be designated as an "Unrestricted
Subsidiary" unless (a) such Subsidiary does not own any Capital Stock of, or
own or hold any Lien on any property of, the Company of any Restricted
Subsidiary (other than such Subsidiary), (b) neither immediately prior
thereto nor after giving pro forma effect to such

designation, would there exist a Default or Event of Default, (c) immediately
after giving effect to such designation on a pro forma basis, the Company
could incur at least $1.00 of Indebtedness pursuant to the Interest Coverage
Ratio test set forth in the covenant described under Section 4.9(a) hereof
and (d) the creditors of such Subsidiary have no direct or indirect recourse
(including, without limitation, recourse with respect to the payment of
principal or interest on Indebtedness of such Subsidiary) to the assets of
the Company or of a Restricted Subsidiary (other than such Subsidiary). The
Board of Directors of the Company may designate any Unrestricted Subsidiary
to be Restricted Subsidiary only if (i) no Default or Event of Default is
existing or will occur as a consequence thereof; and (ii) immediately after
giving effect to such designation, on a pro forma basis, the Company could
incur at least $1.00 of Indebtedness pursuant to the Interest Coverage Ratio
test set forth in Section 4.9(a) hereof. Each such designation shall be
evidenced by filing with the Trustee a certified copy of the board resolution
giving effect to such designation and an Officers' Certificate certifying
that such designation complied with the foregoing conditions. The Company
shall be deemed to make an Investment in each Subsidiary designated as an
"Unrestricted Subsidiary" immediately following such designation in an amount
equal to the Investment in such Subsidiary and its subsidiaries immediately
prior to such designation; provided, that if such Subsidiary is subsequently
redesignated as a Restricted Subsidiary, the amount of such Investment shall
be deemed to be reduced (but not below zero) by the fair market value of the
net consolidated assets of such Subsidiary on the date of such redesignation.

"U.S. GOVERNMENT OBLIGATIONS" means direct obligations of the
United States of America, or any agency or instrumentality thereof for the
payment of which the full faith and credit of the United States of America is
pledged.

"VOTING STOCK" means, with respect to any Person, (i) one or more
classes of the Capital Stock of such Person having general voting power 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 have or might have voting power by reason of the
happening of any contingency) and (ii) any Capital Stock of such Person
convertible or exchangeable without restriction at the option of the holder
thereof into Capital Stock of such Person described in clause (i) above.

"WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years (rounded to the nearest
one-twelfth) obtained by dividing (i) the then outstanding principal amount
of such Indebtedness into (ii) the total of the product obtained by
multiplying (x) the amount of each then

remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect
thereof, by (y) the number of years (calculated to the nearest one-twelfth)
that will elapse between such date and the making of such payment.

"WHOLLY OWNED SUBSIDIARY" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by
the Company or one or more Wholly Owned Subsidiaries.

SECTION 1.2. OTHER DEFINITIONS.
Defined in
Term Section
---- ----------
"Affiliate Transaction" . . . . . . 4.11
"Change of Control Offer" . . . . . 4.14
"Change of Control Payment" . . . . 4.14
"Change of Control Payment Date". . 4.14
"Definitive Notes". . . . . . . . . 2.1
"Event of Default". . . . . . . . . 6.1
"Excess Proceeds" . . . . . . . . . 4.10
"Excess Proceeds Offer" . . . . . . 4.10
"Excess Proceeds Offer Period". . . 4.10
"Excess Proceeds Payment Date". . . 4.10
"Global Note" . . . . . . . . . . . 2.1
"Guaranty". . . . . . . . . . . . . 10.7
"Hedging Obligations" . . . . . . . 4.9(b)(iii)
"Paying Agent". . . . . . . . . . . 2.3
"Purchase Amount" . . . . . . . . . 4.10
"Purchase Money Indebtedness" . . . 4.9(b)(iv)
"Refinance" . . . . . . . . . . . . 4.9(b)(viii)
"Refinancing Indebtedness". . . . . 4.9(b)(viii)
"Registrar" . . . . . . . . . . . . 2.3
"Restricted Payments" . . . . . . . 4.7(a)

SECTION 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the TIA, the provi-
sion is incorporated by reference in and made a part of this Indenture.

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

"INDENTURE SECURITIES" means the Notes;

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

"INDENTURE TO BE QUALIFIED" means this Indenture;

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

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

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

SECTION 1.4. RULES OF CONSTRUCTION.

Unless the context otherwise requires:

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

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

(3) "or" is not exclusive;

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

(5) provisions apply to successive events and transactions.

ARTICLE 2
THE NOTES

SECTION 2.1. FORM AND DATING.

The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A attached hereto, the terms of which
are incorporated in and made a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject or usage. Each Note shall be
dated the date of its authentication. The Notes shall be issued in
denominations of $1,000 and integral multiples thereof.

The Notes will be issued (i) in global form (the "GLOBAL NOTE"),
substantially in the form of Exhibit A attached hereto (including the text
referred to in footnotes 1 and 2 thereto) and (ii) in definitive form (the
"DEFINITIVE NOTES"), substantially in the form of Exhibit A attached hereto
(excluding the text referred to in footnotes 1 and 2 thereto). The Global
Note shall represent the aggregate amount of outstanding Notes from time to
time endorsed thereon; PROVIDED, that the aggregate amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of the
Global Note to reflect the amount of any increase or decrease in the amount
of outstanding Notes represented thereby shall be made by the Trustee, in
accordance with instructions given by the Holder thereof as required by
Section 2.6 hereof.

SECTION 2.2. EXECUTION AND AUTHENTICATION.

Two Officers shall sign the Notes for the Company by manual or
facsimile signature. If an Officer whose signature is on a Note no longer
holds that office at the time the Note is authenticated, the Note shall
nevertheless be valid.

A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature of the Trustee shall be conclusive
evidence that the Note has been authenticated under this Indenture. The form
of Trustee's certificate of authentication to be borne by the Notes shall be
substantially as set forth in Exhibit A attached hereto.

The Trustee shall, upon a Company Order, authenticate for original
issue up to $100,000,000 aggregate principal amount of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed
$100,000,000 except as provided in Section 2.7 hereof.

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

The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Note is registered as the
owner of such Note for the purpose of receiving payment of principal of and
(subject to the provisions of this Indenture and the Notes with respect to
record dates) interest on such Note and for all other purposes whatsoever,
whether or not such Note is overdue, and neither the Company, the Trustee nor
any agent of the Company or the Trustee shall be affected by notice to the
contrary.

SECTION 2.3. REGISTRAR, PAYING AGENT AND DEPOSITORY.

The Company shall maintain (i) an office or agency where Notes may
be presented for registration of transfer or for exchange ("REGISTRAR") and
(ii) an office or agency where Notes may be presented for payment ("PAYING
AGENT"). The Company initially appoints the Trustee as Registrar and Paying
Agent. The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Company may appoint one or more co-registrars and
one or more additional paying agents. The term "Registrar" includes any
co-registrar and the term "Paying Agent" includes any additional paying
agent. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company shall notify the Trustee of the name and address
of any Agent not a party to this Indenture. If the Company fails to appoint
or maintain another entity as Registrar or Paying Agent, the Trustee shall
act as such. The Company or any of its Subsidiaries may act as Paying Agent
or Registrar, except that for purposes of Articles Three and Eight and
Sections 4.1, 4.10 and 4.14 neither the Company nor any of its Subsidiaries
shall act as Paying Agent.

The Company shall enter into an appropriate agency agreement with
any Agent not a party to this Indenture, which shall incorporate the
provisions of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such Agent.

The Company initially appoints DTC to act as Depository with
respect to the Global Notes. The Trustee shall act as custodian for the
Depository with respect to the Global Notes.

SECTION 2.4. PAYING AGENT TO HOLD MONEY IN TRUST.

The Company shall require each Paying Agent other than the Trustee
to agree in writing that the Paying Agent shall hold in trust for the benefit
of the Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium, if any, or interest on the Notes and shall
notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to
pay all money held by it to the Trustee. The Company at any time may require
a Paying Agent to pay all money held by it to the Trustee. Upon payment over
to the Trustee, the Paying Agent (if other than the Company or a Subsidiary
of the Company) shall have no further liability for the money delivered to
the Trustee. If the Company or a Subsidiary of the Company acts as Paying
Agent (subject to Section 2.3), it shall segregate and hold in a separate
trust fund for the benefit of the Holders all money held by it as Paying
Agent.

SECTION 2.5. HOLDER LISTS.

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

SECTION 2.6. TRANSFER AND EXCHANGE.

(a) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES. When Definitive
Notes are presented by a Holder to the Registrar with a request (1) to
register the transfer of the Definitive Notes or (2) to exchange such
Definitive Notes for an equal principal amount of Definitive Notes of other
authorized denominations, the Registrar shall register the transfer or make
the exchange as requested if its requirements for such transactions are met;
PROVIDED, that the Definitive Notes so presented (A) have been duly endorsed
or accompanied by a written instruction of transfer in form satisfactory to
the Registrar duly executed by such Holder or by his attorney, duly
authorized in writing; and (B) in the case of a Restricted Security, such
request shall be accompanied by the following additional documents:

(i) if such Restricted Security is being delivered to the Registrar
by a Holder for registration in the name of such Holder, without transfer,
a certification to that effect (in substantially the form of Exhibit B
attached hereto); or

(ii) if such Restricted Security is being transferred to a QIB in
accordance with Rule 144A or pursuant to an effective registration state-
ment under the Securities Act, a certification to that effect (in
substantially the form of Exhibit B attached hereto);

(iii) if such Restricted Security is being transferred to an ac-
credited "institutional investor," as defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act, a transferee letter of representations (in
substantially the form attached as Annex A to the Offering Circular); or

(iv) if such Restricted Security is being transferred in reliance on
another exemption from the registration requirements of the Securities Act,
a certification to that effect (in substantially the form of Exhibit B
attached hereto) and an opinion of counsel reasonably acceptable to the
Company and the Registrar to the effect that such transfer is in compliance
with the Securities Act.

(b) TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A
GLOBAL NOTE. A Definitive Note may be exchanged for a beneficial interest in a
Global Note only upon receipt by the Trustee of a Definitive Note, duly endorsed
or accompanied by appropriate instruments of transfer, in form satisfactory to
the Trustee, together with:

(i) written instructions directing the Trustee to make an endorse-
ment on the Global Note to reflect an increase in the aggregate principal
amount of the Notes represented by the Global Note; and

(ii) if such Definitive Note is a Restricted Security, a
certification (in substantially the form of Exhibit B attached hereto) to
the effect that such Definitive Note is being transferred to a QIB in
accordance with Rule 144A;

in which case the Trustee shall cancel such Definitive Note and cause the aggre-
gate principal amount of Notes represented by the Global Note to be increased
accordingly. If no Global Note is then outstanding, the Company shall issue and
the Trustee shall authenticate a new Global Note in the appropriate principal
amount.

(c) TRANSFER AND EXCHANGE OF GLOBAL NOTES. The transfer and exchange
of Global Notes or beneficial interests therein shall be effected through the
Depository in accordance with this Indenture and the procedures of the
Depository therefor, which shall include restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act.

(d) TRANSFER OF A BENEFICIAL INTEREST IN A GLOBAL NOTE FOR A DEFINI-
TIVE NOTE. Upon receipt by the Trustee of written transfer instructions (or
such other form of instructions as is customary for the Depository), from the
Depository (or its nominee) on behalf of any Person having a beneficial interest
in a Global Note, the Trustee shall, in accordance with the standing instruc-
tions and procedures existing between the Depository and the Trustee, cause the
aggregate principal amount of Global Notes to be reduced accordingly and,
following such reduction, the Company shall execute and the Trustee shall
authenticate and make available for delivery to the transferee a Definitive Note
in the appropriate principal amount; PROVIDED, that in the case of a Restricted
Security, such instructions shall be accompanied by the following additional
documents:

(i) if such beneficial interest is being transferred to the Person
designated by the Depository as being the beneficial owner, a certification
to that effect (in substantially the form of Exhibit B attached hereto); or

(ii) if such beneficial interest is being transferred to a QIB in
accordance with Rule 144A or pursuant to an effective registration state-
ment under the Securities Act, a certification to that effect (in substan-
tially the form of Exhibit B attached hereto);

(iv) if such beneficial interest is being transferred in reliance on
another exemption from the registration requirements of the Securities Act,
a certification to that effect (in substantially the form of Exhibit B
attached hereto) and an opinion of counsel reasonably acceptable to the
Company and to the Registrar to the effect that such transfer is in compli-
ance with the Securities Act.

Definitive Notes issued in exchange for a beneficial interest in a
Global Note shall be registered in such names and in such authorized denomina-
tions as the Depository shall instruct the Trustee.

(e) TRANSFER AND EXCHANGE OF GLOBAL NOTES. Notwithstanding any other
provision of this Indenture, the Global Note may not be transferred as a whole
except by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository; PROVIDED, that if:

(i) the Depository notifies the Company that the Depository is
unwilling or unable to continue as Depository and a successor Xxxxxxxxxx is
not appointed by the Company within 90 days after delivery of such notice;
or

(ii) the Company, at its sole discretion, notifies the Trustee in
writing that it elects to cause the issuance of Definitive Notes under this
Indenture,

then the Company shall execute and the Trustee shall authenticate and make
available for delivery, Definitive Notes in an aggregate principal amount equal
to the aggregate principal amount of the Global Note in exchange for such Global
Note.

(f) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time as
all beneficial interests in the Global Note have either been exchanged for
Definitive Notes, redeemed, repurchased or cancelled, the Global Note shall be
returned to or retained and cancelled by the Trustee. At any time prior to such
cancellation, if any beneficial interest in the Global Note is exchanged for
Definitive Notes, redeemed, repurchased or cancelled, the aggregate principal
amount of Notes represented by such Global Note shall be reduced accordingly and
an endorsement shall be made on such Global Note by the Trustee to reflect such
reduction.

(g) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES. To
permit registrations of transfers and exchanges, the Company shall execute and
the Trustee shall authenticate Definitive Notes and Global Notes at the
Registrar's request. All Definitive Notes and Global Notes issued upon any
registration of transfer or exchange of Definitive Notes or Global Notes shall
be legal, valid and binding obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Definitive
Notes or Global Notes surrendered upon such registration of transfer or ex-
change.

No service charge shall be made to a Holder for any registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any transfer tax or similar governmental charge payable in connection
therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange (without transfer to another Person) pursuant to Sections
2.10, 3.7, 4.10, 4.14 and 9.5 of this Indenture).

The Company shall not be required to (i) issue, register the transfer
of or exchange Notes during a period beginning at the opening of business 15
days before the day of any selection of Notes for redemption under Section 3.2
hereof and ending at the close of business on the day of selection; or (ii)
register the transfer of or exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part; or (iii) register the transfer of or exchange a Note between a record date
and the next succeeding interest payment date.

Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in
whose name any Note is registered as the absolute owner of such Note for all
purposes, and neither the Trustee, any Agent nor the Company shall be affected
by notice to the contrary.

(h) EXCHANGE OF SERIES A NOTES FOR SERIES B NOTES. The Series A
Notes may be exchanged for Series B Notes pursuant to the terms of the Exchange
Offer. The Trustee and Registrar shall make the exchange as follows:

The Company shall present the Trustee with an Officers' Certificate
certifying the following:

(A) upon issuance of the Series B Notes, the transactions contemplat-
ed by the Exchange Offer have been consummated; and

(B) the principal amount of Series A Notes properly tendered in the
Exchange Offer that are represented by a Global Note and the
principal amount of Series A Notes properly tendered in the Ex-
change Offer that are represented by Definitive Notes, the name
of each Holder of such Definitive Notes, the principal amount at
maturity properly tendered in the Exchange Offer by each such
Holder and the name and address to which Definitive

Notes for Series B Notes shall be registered and sent for each
such Holder.

The Trustee, upon receipt of (i) such Officers' Certificate, (ii) an
Opinion of Counsel (x) to the effect that the Series B Notes have been
registered under Section 5 of the Securities Act and this Indenture has been
qualified under the TIA and (y) with respect to the matters set forth in Section
6(p) of the Registration Rights Agreement and (iii) a Company Order, shall au-
thenticate (A) a Global Note for Series B Notes in aggregate principal amount
equal to the aggregate principal amount of Series A Notes represented by a Glob-
al Note indicated in such Officers' Certificate as having been properly tendered
and (B) Definitive Notes representing Series B Notes registered in the names of,
and in the principal amounts indicated in such Officers' Certificate.

If the principal amount at maturity of the Global Note for the Series
B Notes is less than the principal amount at maturity of the Global Note for the
Series A Notes, the Trustee shall make an endorsement on such Global Note for
Series A Notes indicating a reduction in the principal amount at maturity repre-
sented thereby.

The Trustee shall make available for delivery such Definitive Notes
for Series B Notes to the Holders thereof as indicated in such Officers'
Certificate.

SECTION 2.7. REPLACEMENT NOTES.

If any mutilated Note is surrendered to the Trustee, or the Company
and the Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note, the Company shall issue and the Trustee shall authenticate
a replacement Note if the Trustee's requirements for replacements of Notes are
met. If required by the Trustee or the Company, an indemnity bond must be sup-
plied by the Holder that is sufficient in the judgment of the Trustee and the
Company to protect the Company, the Trustee, any Agent or any authenticating
agent from any loss that any of them may suffer if a Note is replaced. The
Company and the Trustee may charge for their respective expenses in replacing a
Note.

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

SECTION 2.8. OUTSTANDING NOTES.

The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for cancel-
lation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding.

If a Note is replaced pursuant to Section 2.7 hereof, the replaced
Note ceases to be outstanding unless the Trustee receives proof satisfactory to
it that the replaced Note is held by a bona fide purchaser.

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

Subject to Section 2.9 hereof, a Note does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Note.

SECTION 2.9. TREASURY NOTES.

In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Affiliate of the Company shall be considered as though not out-
standing, except that for purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that a
Trustee knows to be so owned shall be considered as not outstanding.

SECTION 2.10. TEMPORARY NOTES.

Pending the preparation of definitive Notes, the Company (and the
Guarantors, if any) may execute, and upon Company Order the Trustee shall
authenticate and make available for delivery, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise reproduced, in any
authorized denomination, substantially of the tenor of the definitive Notes in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Officers executing such Notes may
determine, as conclusively evidenced by their execution of such Notes.

If temporary Notes are issued, the Company (and the Guarantors, if
any) shall cause definitive Notes to be prepared without unreasonable delay.
The definitive Notes shall be printed, lithographed or engraved, or provided by
any

combination thereof, or in any other manner permitted by the rules and
regulations of any principal national securities exchange, if any, on which
the Notes are listed, all as determined by the Officers executing such
definitive Notes. After the preparation of definitive Notes, the temporary
Notes shall be exchangeable for definitive Notes upon surrender of the
temporary Notes at the office or agency maintained by the Company for such
purpose pursuant to Section 4.2 hereof, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Company
(and the Guarantors, if any), shall execute, and the Trustee shall
authenticate and make available for delivery, in exchange therefor the same
aggregate principal amount of definitive Notes of authorized denominations.
Until so exchanged, the temporary Notes shall in all respects be entitled to
the same benefits under this Indenture as definitive Notes.

SECTION 2.11. CANCELLATION.

The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee and no one else shall cancel all Notes surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall return
such cancelled Notes to the Company. The Company may not issue new Notes to
replace Notes that have been redeemed or paid or that have been delivered to the
Trustee for cancellation.

SECTION 2.12. DEFAULTED INTEREST.

If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, which date shall be at the earliest
practicable date but in all events at least five Business Days prior to the
payment date, in each case at the rate provided in the Notes and in Section 4.1
hereof. The Company shall, with the consent of the Trustee, fix or cause to be
fixed each such special record date and payment date. At least 15 days before
the special record date, the Company (or the Trustee, in the name of and at the
expense of the Company) shall mail to the Holders a notice that states the spe-
cial record date, the related payment date and the amount of such interest to be
paid.

SECTION 2.13. LEGENDS.

(a) Except as permitted by subsections (b) or (c) hereof, each Note
shall bear legends relating to restrictions on transfer pursuant to the securi-
ties laws in substantially the form set forth on Exhibit A attached hereto.

(b) Upon any sale or transfer of a Restricted Security (including any
Restricted Security represented by a Global Note) pursuant to Rule 144 under
the Securities Act or pursuant to an effective registration statement under the
Securities Act:

(i) in the case of any Restricted Security that is a Definitive Note,
the Registrar shall permit the Holder thereof to exchange such Restricted
Security for a Definitive Note that does not bear the legends required by
subsection (a) above; and

(ii) in the case of any Restricted Security represented by a Global
Note, such Restricted Security shall not be required to bear the legends
required by subsection (a) above, but shall continue to be subject to the
provisions of Section 2.6(c) hereof; PROVIDED, that with respect to any
request for an exchange of a Restricted Security that is represented by a
Global Note for a Definitive Note that does not bear the legends required
by subsection (a) above, which request is made in reliance upon Rule 144,
the Holder thereof shall certify in writing to the Registrar that such re-
quest is being made pursuant to Rule 144.

(c) The Company (and the Guarantors, if any) shall issue and the
Trustee shall authenticate Series B Notes in exchange for Series A Notes
accepted for exchange in the Exchange Offer. The Series B Notes shall not bear
the legends required by subsection (a) above unless the Holder of such Series A
Notes is either (A) a broker-dealer who purchased such Series A Notes directly
from the Company to resell pursuant to Rule 144A or any other available exemp-
tion under the Securities Act, (B) a Person participating in the distribution of
the Series A Notes or (C) a Person who is an affiliate (as defined in Rule 144A)
of the Company.

ARTICLE 3
REDEMPTION

SECTION 3.1. NOTICES TO TRUSTEE.

If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of Section 3.7 pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

SECTION 3.2. SELECTION OF NOTES TO BE REDEEMED.

If less than all the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed,
or, if the Notes are not so listed, PRO RATA, by lot or by such method as the
Trustee deems to be fair and appropriate.

The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.3. NOTICE OF REDEMPTION.

At least 30 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption by first class mail to each Holder
whose Notes are to be redeemed at such Holder's registered address.

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

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part only, the portion of
the principal amount of such Note to be redeemed and that, after the
redemption date, upon cancellation of the original Note, a new Note or
Notes in principal amount equal to the unredeemed portion shall be issued;

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

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

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

(7) the paragraph of the Notes and/or the section of this Inden-
ture pursuant to which the Notes called for redemption are being redeemed;
and

(8) the CUSIP number of the Notes to be redeemed.

At the Company's request, the Trustee shall give the notice of redemp-
tion in the name of the Company and at its expense; PROVIDED that the Company
shall deliver to the Trustee, at least 45 days (unless a shorter period is
acceptable to the Trustee) prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

SECTION 3.4. EFFECT OF NOTICE OF REDEMPTION.

Once notice of redemption has been mailed to the Holders in accordance
with Section 3.3 herein, Notes called for redemption become due and payable on
the redemption date at the redemption price. At any time prior to the mailing
of a notice of redemption to the Holders pursuant to Section 3.3, the Company
may withdraw, revoke or rescind any notice of redemption delivered to the
Trustee without any continuing obligation to redeem the Notes as contemplated by
such notice of redemption.

SECTION 3.5. DEPOSIT OF REDEMPTION PRICE.

On or before 10:00 a.m. on the redemption date, the Company shall
deposit with the Trustee (to the extent not already held by the Trustee) or with
the Paying Agent money in immediately available funds sufficient to pay the re-
demption price of and accrued interest on all Notes to be redeemed on that date.
The Trustee or the Paying Agent shall return to the Company any money deposited
with the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption price of, and accrued interest on, all Notes to
be redeemed.

Interest on the Notes to be redeemed shall cease to accrue on the
applicable redemption date, whether or not such Notes are presented for payment,
if the Company makes or deposits the redemption payment in accordance with this
Section 3.5. If any Note called for redemption shall not be paid upon surrender
for redemption because of the failure of the Company to comply with the preced-
ing paragraph, interest shall be paid on the unpaid principal, from the redemp-
tion date until such principal is paid, and to the extent lawful on any interest
not paid on such unpaid principal, in each case at the rate provided in the
Notes.

SECTION 3.6. NOTES REDEEMED IN PART.

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

SECTION 3.7. OPTIONAL REDEMPTION.

(a) Except as set forth in Section 3.7(b), the Notes are not redeem-
able at the Company's option prior to July 1, 2001. Thereafter, the Notes will
be subject to redemption at the option of the Company, in whole or in part, at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest thereon, if any, to the applicable
redemption date, if redeemed during the 12-month period beginning on July 1 of
the years indicated below:

YEAR PERCENTAGE
---- ----------
2001 105.125%
2002 102.563
2003 and thereafter 100.000

(b) At any time or from time to time prior to July 1, 2000, the
Company may, at its option, redeem up to $33.0 million of the original principal
amount of the Notes, at a redemption price of 110.250% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the applicable redemption
date, with the net cash proceeds of one or more Public Equity Offerings; PROVID-
ED, that (i) such redemption shall occur within 90 days of the date of closing
of such public offering and (ii) at least $67.0 million aggregate principal
amount of Notes remains outstanding immediately after giving effect to each such
redemption.

(c) The restrictions on optional redemptions set forth in this
Section 3.7 shall not limit the Company's right to make open market purchases of
the Notes from time to time.

ARTICLE 4
COVENANTS

SECTION 4.1. PAYMENT OF NOTES.

The Company shall pay the principal and premium, if any, of, and
interest on, the Notes on the dates and in the manner provided in the Notes.
Principal, premium, if any, and interest shall be considered paid on the date
due if the Paying Agent, other than the Company or a Subsidiary of the Company,
holds on or before that date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. Such Paying Agent shall return to the Company,
no later than three Business Days following the date of payment, any money that
exceeds such amount of principal, premium, if any, and interest then due and
payable on the Notes. The Company shall pay any and all amounts, including
without limitation Liquidated Damages, if any, on the dates and in the manner
required under the Registration Rights Agreement.

The Company shall pay interest (including post-petition interest) on
overdue installments of interest (without regard to any applicable grace period)
at the rate specified in the Notes to the extent lawful.

SECTION 4.2. MAINTENANCE OF OFFICE OR AGENCY.

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

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

The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.3.

SECTION 4.3. REPORTS.

(a) If the Company is required to furnish annual, quarterly or
current reports pursuant to the Exchange Act, the Company shall cause any
annual, quarterly, current or other financial report furnished by it generally
to its stockholders to be filed with the Trustee and mailed to the Holders at
their addresses appearing in the register of Notes maintained by the Registrar.
If the Company is not required to furnish annual, quarterly or current reports
pursuant to the Exchange Act, the Company shall cause the financial statements
of the Company and its consolidated Subsidiaries (and similar financial
statements for all unconsolidated Subsidiaries, if any), including any notes
thereto (and, with respect to annual reports, an auditors' report by an
accounting firm of established national reputation), and a "Management's

Discussion and Analysis of Financial Condition and Results of Operations,"
comparable to that which would have been required to appear in annual or
quarterly reports filed under Section 13 or 15(d) of the Exchange Act, and
current reports containing information which the Company would have been
required to file on Form 8-K, to be so filed with the Trustee and mailed to
the Holders promptly, but in any event, within 90 days after the end of each
of the fiscal years of the Company for annual reports and within 45 days
after the end of each of the first three quarters of each such fiscal year
for quarterly reports. The Company shall file with the Commission all such
reports as if it were subject to the requirements of Section 13 or 15(d) of
the Exchange Act after the filing of a registration statement under the
Registration Rights Agreement; PROVIDED, that the Company shall not be in
default of the provisions of this Section 4.3 for any failure to file reports
with the Commission solely by refusal by the Commis-sion to accept the same
for filing.

(b) So long as is required for an offer or sale of the Series A Notes
to qualify for an exemption under Rule 144A, the Company shall, upon request,
provide the information required by clause (d)(4) thereunder to each Holder and
to each beneficial owner and prospective purchaser of Series A Notes identified
by any Holder of Restricted Securities.

SECTION 4.4. COMPLIANCE CERTIFICATE.

(a) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, an Officers' Certificate (PROVIDED, that one of the
signatories to such Officers' Certificate shall be the Company's principal
executive officer, principal financial officer or principal accounting officer)
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determine whether each has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that, to such
Officer's knowledge, each of the Company and its Subsidiaries has kept, ob-
served, performed and fulfilled each and every covenant contained in this Inden-
ture and is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred and is continuing, describing all such Defaults or Events of
Default of which he may have knowledge and what action each is taking or
proposes to take with respect thereto).

(b) The year-end financial statements delivered pursuant to Section
4.3 above shall be accompanied by a written statement of the independent public
accountants of the Company (which shall be a firm of established national
reputation

reasonably satisfactory to the Trustee) that in making the examination
necessary for certification of such financial statements nothing has come to
their attention which would lead them to believe that either the Company or
any of its Subsidiaries has violated any provisions of this Indenture or, if
any such violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants shall not be
liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.

(c) So long as any of the Notes are outstanding, the Company shall
deliver to the Trustee forthwith upon any Officer becoming aware of (i) any
Default or Event of Default or (ii) any event of default under any mortgage,
indenture or instrument referred to in Section 6.1(5) hereof, an Officers' Cer-
tificate specifying such Default, Event of Default or other event of default and
what action the Company is taking or proposes to take with respect thereto.

SECTION 4.5. TAXES.

The Company shall, pursuant to the Tax Sharing Agreement, and shall
cause its Subsidiaries to, file all tax returns required to be filed and to pay
prior to delinquency all material taxes, assessments and governmental levies
except as contested in good faith and by appropriate proceedings and for which
reserves have been established if required by GAAP.

SECTION 4.6. STAY, EXTENSION AND USURY LAWS.

The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it shall not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee but shall suffer
and permit the execution of every such power as though no such law has been
enacted.

SECTION 4.7. LIMITATION ON RESTRICTED PAYMENTS.

(a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any distribution on
account of any Equity Interests of the Company or any of its Subsidiaries
(other than (x) dividends or distributions payable in Equity Interests
(other than Disqualified Stock) of the Company or (y) dividends or
distributions payable to the Company or any Wholly Owned Subsidiary),

(ii) purchase, redeem or otherwise acquire or retire for value
any Equity Interest of the Company, any Subsidiary or any other Affiliate
of the Company,

(iii) make any principal payment on, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness of the
Company or any Guarantor that is subordinated in right of payment to the
Notes or such Subsidiary's Guarantee thereof, as the case may be, prior to
any scheduled principal payment, sinking fund payment or other payment at
the stated maturity thereof,

(iv) make any Restricted Investment; or

(v) make any other payment to or on behalf of Holdings

(all such payments and other actions set forth in clauses (i) through (v) above
being collectively referred to as "RESTRICTED PAYMENTS") unless, at the time of
such Restricted Payment:

(1) no Default or Event of Default has occurred and is continu-
ing or would occur as a consequence thereof, and

(2) immediately after such Restricted Payment and after giving
effect thereto on a PRO FORMA basis, the Company could incur at least $1.00
of additional Indebtedness under Section 4.9(a) hereof, and

(3) such Restricted Payment (the value of any such payment, if
other than cash, being determined in good faith by the Board of Directors
of the Company and evidenced by a resolution set forth in an Officers'
Certificate delivered to the Trustee), together with the aggregate of all
other Restricted Payments made after the date of this Indenture (including
Restricted Payments permitted by clauses (i) and (ii) of Section 4.7(b) and
excluding Restricted Payments permitted by the other clauses therein), is
less than the sum of (w) 50% of the Adjusted Consolidated Net Income of the

Company for the period (taken as one accounting period) from the beginning
of the first quarter commencing immediately after the Issue Date to the end
of the Company's most recently ended full fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment
(or, if such Adjusted Consolidated Net Income for such period is a deficit,
100% of such deficit), plus (x) $2.0 million, plus (y) 100% of the aggre-
gate net cash proceeds received by the Company from the issuance or sale,
other than to a Subsidiary, of Equity Interests of the Company (other than
Disqualified Stock) after the Issue Date and on or prior to the time of
such Restricted Payment, plus (z) 100% of the aggregate net cash proceeds
received by the Company from the issuance or sale, other than to a Subsid-
iary, of any convertible or exchangeable debt security of the Company that
has been converted or exchanged into Equity Interests of the Company (other
than Disqualified Stock) pursuant to the terms thereof after the date of
this Indenture and on or prior to the time of such Restricted Payment
(including any additional net cash proceeds received by the Company upon
such conversion or exchange).

(b) The provisions of subsection (a) above shall not prohibit:

(i) the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would not
have been prohibited by the provisions of this Indenture,

(ii) the redemption, purchase, retirement or other acquisition
of any Equity Interests of the Company in exchange for, or out of the
proceeds of, the substantially concurrent sale (other than to a Subsidiary
of the Company) of other Equity Interests of the Company (other than Dis-
qualified Stock),

(iii) the redemption, repurchase or payoff of any Indebtedness
with proceeds of any Refinancing Indebtedness permitted to be incurred
pursuant to the provisions of Section 4.9(b)(viii) hereof,

(iv) the payment of dividends to Holdings for purposes of the
repurchase, redemption, retirement or acquisition of Equity Interests of
Holdings from executives, management or employees of the Company or
Holdings pursuant to the Xxxxxx May Holdings, Inc. Stock Appreciation
Rights Plan, adopted by the Board of Directors of Holdings in October,
1991, as in existence on the Issue Date,

(v) payments by the Company to Holdings under the Tax Sharing
Agreement between Holdings and the Company,

(vi) payments of the Preferred Stock (other than to pay
dividends or redeem shares of preferred stock owned by TJC Investors on the
Issue Date); PROVIDED that no such payments will be made with proceeds from
the New Credit Facility, and

(vii) payments in connection with the application of the net
proceeds of the offering of the Notes in accordance with the section of the
Offering Circular titled "Use of Proceeds";

PROVIDED, that with respect to clauses (i) through (vi) above (other than
payments with respect to taxes under the Tax Sharing Agreement), no Default
in the payment when due of interest on the Notes or Event of Default
described in Section 6.1(2) and (3) hereof shall have occurred and be
continuing at the time, or shall occur as a consequence thereof.

SECTION 4.8. LIMITATION ON RESTRICTIONS ON SUBSIDIARY DIVIDENDS.

The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Restricted
Subsidiary

(a) to (i) pay dividends or make any other distributions to the
Company or any of its Restricted Subsidiaries (A) on such Restricted
Subsidiary's Capital Stock or (B) with respect to any other interest or
participation in, or measured by, such Restricted Subsidiary's profits or (ii)
pay any indebtedness owed to the Company or any of its Restricted Subsidiaries,
or

(b) to make loans or advances to the Company or any of its Restricted
Subsidiaries, or

(c) to transfer any of its assets to the Company or any of its Re-
stricted Subsidiaries, except, with respect to any of clauses (a), (b) or (c),
for such encumbrances or restrictions existing under or by reason of:

(i) this Indenture, the Security Documents and the Notes,

(ii) applicable law,

(iii) any Acquired Debt, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired and

(iv) permitted Refinancing Indebtedness, provided, however, that
such restrictions contained in any agreement governing such Refinancing
Indebtedness are no more restrictive than those contained in any agreements
governing the Indebtedness being refinanced.

SECTION 4.9. LIMITATION ON INCURRENCE OF INDEBTEDNESS.

(a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, (i) create, incur, issue, assume,
guaranty or otherwise become directly or indirectly liable with respect to,
contingently or otherwise (collectively, "incur"), any Indebtedness (including
Acquired Debt) or (ii) issue any Disqualified Stock; PROVIDED, HOWEVER, that the
Company may incur Indebtedness or issue shares of Disqualified Stock and any
Restricted Subsidiary may incur Acquired Debt, in each case if (x) no Default or
Event of Default shall have occurred and be continuing at the time of, or would
occur after giving effect on a PRO FORMA basis to such incurrence or issuance,
and (y) the Interest Coverage Ratio for the Company's most recently ended four
full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock is issued would have been at least equal to the ratio
set forth below opposite the period in which such incurrence or issuance occurs,
determined on a PRO FORMA basis (including a PRO FORMA application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of such
four-quarter period:

PERIOD ENDING RATIO
------------- -----
February 28, 1999. . . . . . . . 2.00x
Thereafter . . . . . . . . . . . 2.25x

and (z) in the case of Indebtedness the Weighted Average Life to Maturity and
final scheduled maturity of such Indebtedness exceeds the remaining Weighted
Average Life to Maturity and final stated maturity of the Notes.

(b) The limitations of Section 4.9(a) shall not prohibit the
incurrence of:

(i) Indebtedness under the Revolving Credit Facility and
repayment obligations in respect of letters of credit, PROVIDED, that the
aggregate principal amount of such Indebtedness so incurred on any date,
together with all other Indebtedness incurred pursuant to this clause (i)
and outstanding on such date, shall not exceed $25.0 million,

(ii) performance bonds, appeal bonds, surety bonds, insurance
obligations or bonds and other similar bonds or obligations incurred in the
ordinary course of business,

(iii) obligations incurred to fix the interest rate on any
variable rate Indebtedness otherwise permitted by this Indenture ("HEDGING
OBLIGATIONS"),

(iv) Indebtedness arising out of sale and leaseback transac-
tions, capital lease obligations or Purchase Money Obligations (collective-
ly, "PURCHASE MONEY INDEBTEDNESS") in an aggregate amount not to exceed
$1.5 million outstanding at any time,

(v) Indebtedness owed by the Company to any Wholly Owned Subsid-
iary or by any Wholly Owned Subsidiary to the Company or any other Wholly
Owned Subsidiary,

(vi) Indebtedness outstanding on the Issue Date, including the
Notes,

(vii) other Permitted Indebtedness,

(viii) Indebtedness issued in exchange for, or the proceeds of
which are contemporaneously used to extend, refinance, renew, replace, or
refund (collectively, "REFINANCE") Indebtedness referred to in clauses (i),
(iv), (vi) and (ix) of this Section 4.9(b) and outstanding Indebtedness in-
curred pursuant to the Interest Coverage Ratio test set forth in Section
4.9(a) hereof ("REFINANCING INDEBTEDNESS"); PROVIDED, that (A) the princi-
pal amount of such Refinancing Indebtedness does not exceed the principal
amount of Indebtedness so Refinanced, (B) the Refinancing Indebtedness has
a final scheduled maturity that exceeds the final stated maturity, and a
Weighted Average Life to Maturity that is equal to or greater than the
Weighted Average Life to Maturity, of the Indebtedness being Refinanced,
and (C) the Refinancing

Indebtedness ranks, in right of payment, no more favorable to the Notes
than the Indebtedness being Refinanced,

(ix) additional Indebtedness of the Company in an aggregate
principal amount of up to $5.0 million and

(x) additional Indebtedness of the Company in an aggregate
principal amount up to $5.0 million; PROVIDED, that such Indebtedness is
subordinated in right of payment to the Notes and has a final scheduled
maturity that exceeds the final stated maturity, and a Weighted Average
Life to Maturity that is equal to or greater than the Weighted Average Life
to Maturity, of the Notes.

SECTION 4.10. LIMITATION ON ASSET SALES.

The Company shall not, and shall not permit any Restricted Subsidiary
to, make any Asset Sale unless (i) the Company or such Restricted Subsidiary
receives consideration at the time of such Asset Sale at least equal to the fair
market value (as determined in good faith by the Board of Directors of the
Company as evidenced by a resolution of the Board of Directors set forth in an
Officers' Certificate delivered to the Trustee) of the assets subject to such
Asset Sale, (ii) at least 85% of the consideration for such Asset Sale is in the
form of cash, Cash Equivalents or liabilities of the Company or any Restricted
Subsidiary (other than liabilities that are by their terms subordinated to the
Notes or any Guarantee of the Notes) that are assumed by the transferee of such
assets (PROVIDED, that following such Asset Sale there is no further recourse to
the Company and its Restricted Subsidiaries with respect to such assets), and
(iii) within 12 months of such Asset Sale, the Net Proceeds thereof are (a)
invested in assets related to the business of the Company or its Restricted
Subsidiaries as conducted on the Issue Date, (b) used to permanently reduce any
Indebtedness which ranks pari passu with the Notes (PROVIDED in the case of a
revolver or similar arrangement that makes credit available, such commitment is
also permanently reduced) or (c) to the extent not used as provided in clause
(a) or (b), applied to make an offer to purchase Notes as described below (an
"EXCESS PROCEEDS OFFER"); PROVIDED, that if the amount of Net Proceeds from any
Asset Sale not invested pursuant to clause (a) above or used to repay
Indebtedness pursuant to clause (b) above is less than $2.0 million, the Company
shall not be required to make an offer pursuant to clause (c).

The amount of Net Proceeds not invested or applied as set forth in the
preceding clause (a) or (b) constitutes "EXCESS PROCEEDS." If the Company
elects, or

becomes obligated to make an Excess Proceeds Offer, the Company shall
offer to purchase Notes having an aggregate principal amount equal to the Excess
Proceeds (the "PURCHASE AMOUNT"), at a purchase price equal to 100% of the
aggregate principal amount thereof, plus accrued and unpaid interest, if any, to
the purchase date. The Company must commence such Excess Proceeds Offer not
later than 30 days after the expiration of the 12-month period following the
Asset Sale that produced Excess Proceeds. If the aggregate purchase price for
the Notes tendered pursuant to the Excess Proceeds Offer is less than the Excess
Proceeds, the Company and its Restricted Subsidiaries may use the portion of the
Excess Proceeds remaining after payment of such purchase price for general
corporate purposes.

Each Excess Proceeds Offer shall remain open for a period of 20 Busi-
ness Days and no longer, unless a longer period is required by law (the "EXCESS
PROCEEDS OFFER PERIOD"). Promptly after the termination of the Excess Proceeds
Offer Period (the "EXCESS PROCEEDS PAYMENT DATE"), the Company shall purchase
and mail or deliver payment for the Purchase Amount for the Notes or portions
thereof tendered, PRO RATA or by such other method as may be required by law,
or, if less than the Purchase Amount has been tendered, all Notes tendered
pursuant to the Excess Proceeds Offer. The principal amount of Notes to be
purchased pursuant to an Excess Proceeds Offer may be reduced by the principal
amount of Notes acquired by the Company through purchase or redemption (other
than pursuant to a Change of Control Offer) subsequent to the date of the Asset
Sale and surrendered to the Trustee for cancellation.

Each Excess Proceeds Offer shall be conducted in compliance with all
applicable laws, including without limitation, Regulation 14E of the Exchange
Act and all other applicable Federal and state securities laws. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.10, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.10 by virtue thereof. The Company shall not,
and shall not permit any of its Subsidiaries to, create or suffer to exist or
become effective any restriction that would impair the ability of the Company to
make an Excess Proceeds Offer upon an Asset Sale or, if such Excess Proceeds
Offer is made, to pay for the Notes tendered for purchase.

The Company shall, no later than 30 days following the expiration of
the 12-month period following the Asset Sale that produced Excess Proceeds,
commence the Excess Proceeds Offer by mailing to the Trustee and each Holder, at

such Xxxxxx's last registered address, a notice, which shall govern the terms of
the Excess Proceeds Offer, and shall state:

(1) that the Excess Proceeds Offer is being made pursuant to
this Section 4.10, the principal amount of Notes which shall be accepted
for payment and that all Notes validly tendered shall be accepted for
payment on a PRO RATA basis;

(2) the purchase price and the date of purchase;

(3) that any Notes not tendered or accepted for payment pursuant
to the Excess Proceeds Offer shall continue to accrue interest;

(4) that, unless the Company defaults in the payment of the
purchase price with respect to any Notes tendered, Notes accepted for pay-
ment pursuant to the Excess Proceeds Offer shall cease to accrue interest
after the Excess Proceeds Payment Date;

(5) that Holders electing to have Notes purchased pursuant to an
Excess Proceeds Offer shall be required to surrender their Notes, with the
form entitled "Option of Holder to Elect Purchase" on the reverse of the
Note completed, to the Company prior to the close of business on the third
Business Day immediately preceding the Excess Proceeds Payment Date;

(6) that Holders shall be entitled to withdraw their election if
the Company receives, not later than the close of business on the second
Business Day preceding the Excess Proceeds Payment Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of Notes the Holder delivered for purchase and a statement
that such Xxxxxx is withdrawing his election to have such Notes purchased;

(7) that Holders whose Notes are purchased only in part shall be
issued Notes representing the unpurchased portion of the Notes surrendered;
PROVIDED that each Note purchased and each new Note issued shall be in
principal amount of $1,000 or whole multiples thereof; and

(8) the instructions that Holders must follow in order to tender
their Notes.

On or before the Excess Proceeds Payment Date, the Company shall (i)
accept for payment on a PRO RATA basis the Notes or portions thereof tendered
pursuant to the Excess Proceeds Offer, (ii) deposit with the Paying Agent money
sufficient to pay the purchase price of all Notes or portions thereof so
accepted and (iii) deliver to the Trustee the Notes so accepted, together with
an Officers' Certificate stating that the Notes or portions thereof tendered to
the Company are accepted for payment. The Paying Agent shall promptly mail to
each Holder of Notes so accepted payment in an amount equal to the purchase
price of such Notes, and the Trustee shall promptly authenticate and mail to
such Holders new Notes equal in principal amount to any unpurchased portion of
the Note surrendered.

The Company shall make a public announcement of the results of the
Excess Proceeds Offer as soon as practicable after the Excess Proceeds Payment
Date. For the purposes of this Section 4.10, the Trustee shall act as the
Paying Agent.

SECTION 4.11. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

The Company shall not, and shall not permit any of the Restricted
Subsidiaries to, directly or indirectly, sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into any contract, agreement, understanding, loan, advance
or guarantee with, or for the benefit of, any Affiliate (each of the foregoing,
an "AFFILIATE TRANSACTION"), except for (i) Affiliate Transactions, which
together with all Affiliate Transactions that are part of a common plan, have an
aggregate value of not more than $1.0 million; PROVIDED, that such transactions
are conducted in good faith and on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction at such time on an arm's-length basis from
a Person that is not an Affiliate of the Company or such Restricted Subsidiary,
(ii) Affiliate Transactions, which together with all Affiliate Transactions that
are part of a common plan, have an aggregate value of not more than $2.0
million; PROVIDED, that a majority of the disinterested members of the Board of
Directors of the Company determine that such transactions are conducted in good
faith and on terms that are no less favorable to the Company or the relevant
Restricted Subsidiary than those that would have been obtained in a comparable
transaction at such time on an arm's-length basis from a Person that is not an
Affiliate of the Company or such Restricted Subsidiary and (iii) Affiliate
Transactions for which the Company delivers to the Trustee an opinion as to the
fairness to the Company or such Restricted Subsidiary from a financial point of
view, issued by an investment banking firm of national standing; PROVIDED,
HOWEVER, that the following will not be deemed to be Affiliate

Transactions: (i) employment or consulting agreements entered into by the
Company or any Restricted Subsidiary in the ordinary course of business with
the approval of the disinterested members of the Company's Board of
Directors, (ii) transactions between or among the Company and/or its Wholly
Owned Subsidiaries or Guarantors, (iii) transactions permitted by the
provisions described in Section 4.7 hereof and (iv) reasonable and customary
directors' fees for disinterested members of the Board of Directors of the
Company.

SECTION 4.12. LIMITATION ON LIENS.

The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer to exist any Lien on
any asset (including, without limitation, all real, tangible or intangible
property) of the Company or any Restricted Subsidiary, whether now owned or
hereafter acquired, or on any income or profits therefrom, or assign or convey
any right to receive income therefrom, except (i) Liens on (x) accounts and
inventory and the proceeds thereof (and certain rights relating thereto) and (y)
real property of the Company not constituting Collateral securing Indebtedness
permitted to be incurred pursuant to clauses (i) and (ix) of Section 4.9(b)
hereof, or any Indebtedness used to Refinance such Indebtedness (ii) Purchase
Money Liens securing Indebtedness permitted to be incurred pursuant to clause
(iv) of Section 4.9(b) hereof, and (iii) Permitted Liens.

SECTION 4.13. CORPORATE EXISTENCE.

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

SECTION 4.14. REPURCHASE UPON A CHANGE OF CONTROL.

Upon the occurrence of a Change of Control, the Company shall notify
the Trustee in writing thereof and shall make an offer to purchase all of the
Notes then outstanding as described below (the "CHANGE OF CONTROL OFFER") at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest, if any, to the date of repurchase (the "CHANGE OF
CONTROL PAYMENT").

The Change of Control Offer shall be made in compliance with all
applicable laws, including without limitation, Regulation 14E of the Exchange
Act and all other applicable Federal and state securities laws. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.14, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.14 by virtue thereof.

Within 10 days following any Change of Control, the Company shall
commence the Change of Control Offer by mailing to the Trustee and each Holder a
notice, which shall govern the terms of the Change of Control Offer, and shall
state that:

(i) the Change of Control Offer is being made pursuant to this
Section 4.14 and that all Notes tendered will be accepted for payment,

(ii) the purchase price and the purchase date, which shall be a
Business Day no earlier than 30 days nor later than 40 days from the date
such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"),

(iii) any Note not tendered for payment pursuant to the Change
of Control Offer shall continue to accrue interest,

(iv) unless the Company defaults in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of
Control Offer shall cease to accrue interest on the Change of Control
Payment Date,

(v) any Holder electing to have Notes purchased pursuant to a
Change of Control Offer shall be required to surrender such Notes, with the
form entitled "Option of Holder to Elect Purchase" on the reverse of the
Notes completed, to the Paying Agent at the address specified in the notice

prior to the close of business on the third Business Day preceding the
Change of Control Payment Date,

(vi) any Holder shall be entitled to withdraw such election if
the Paying Agent receives, not later than the close of business on the
second Business Day preceding the Change of Control Payment Date, a
telegram, telex, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of Notes such Holder delivered for pur-
chase, and a statement that such Xxxxxx is withdrawing his election to have
such Notes purchased,

(vii) a Holder whose Notes are being purchased only in part
shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered, which unpurchased portion must be equal
to $1,000 in principal amount or an integral multiple thereof,

(viii) the instructions that Holders must follow in order to
tender their Notes, and

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

On the Change of Control Payment Date, the Company shall, to the
extent lawful, (i) accept for payment the Notes or portions thereof tendered
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions thereof so tendered and not withdrawn, and (iii) deliver or cause to be
delivered to the Trustee the Notes so accepted together with an Officers'
Certificate stating that the Notes or portions thereof tendered to the Company
are accepted for payment. The Paying Agent shall promptly mail to each Holder
of Notes so accepted payment in an amount equal to the purchase price for such
Notes, and the Trustee shall authenticate and mail to each Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any, PROVIDED, that each such new Note will be in principal amount of $1,000
or an integral multiple thereof.

The Company shall make a public announcement of the results of the
Change of Control Offer on or as soon as practicable after the Change of Control
Payment Date. For the purposes of this Section 4.14, the Trustee shall act as
the Paying Agent.

SECTION 4.15. MAINTENANCE OF PROPERTIES.

The Company shall, and shall cause each of its Restricted Subsidiaries
to, maintain their properties and assets in normal working order and condition
as on the date of this Indenture (reasonable wear and tear excepted) and make
all necessary repairs, renewals, replacements, additions, betterments and
improvements thereto, as shall be reasonably necessary for the proper conduct of
the business of the Company and its Restricted Subsidiaries taken as a whole;
PROVIDED, that nothing herein shall prevent the Company or any of its Subsidiar-
ies from discontinuing any maintenance of any such properties if such
discontinuance is desirable in the conduct of the business of the Company and
its Subsidiaries taken as a whole.

SECTION 4.16. MAINTENANCE OF INSURANCE.

The Company shall, and shall cause each of its Subsidiaries to,
maintain liability, casualty and other insurance (including self-insurance
consistent with prior practice) with responsible insurance companies in such
amounts and against such risks as is in accordance with customary industry
practice in the general areas in which the Company and its Subsidiaries operate.

SECTION 4.17. RESTRICTIONS ON SALE AND ISSUANCE OF SUBSIDIARY STOCK.

The Company shall not sell, and shall not permit any of its Restricted
Subsidiaries to issue or sell, any shares of Capital Stock of any Restricted
Subsidiary to any Person other than the Company or a Wholly Owned Subsidiary;
PROVIDED, that the Company and its Restricted Subsidiaries may sell all of the
Capital Stock of a Restricted Subsidiary owned by the Company and its Restricted
Subsidiaries if the Net Proceeds from such Asset Sale are used in accordance
with the provisions of Section 4.10 of this Indenture.

SECTION 4.18. LINE OF BUSINESS.

The Company shall not, and shall not permit any Subsidiary to,
directly or indirectly, engage in any business other than (a) the business
conducted or proposed to be conducted by the Company and the Subsidiaries as de-
scribed in the Offering Circular, (b) the manufacture, distribution and
retailing of confectionery items and (c) any business that in the reasonable,
good faith judgment of the Board of Directors of the Company is directly related
to such business.

ARTICLE 5
SUCCESSORS

SECTION 5.1. WHEN THE COMPANY MAY MERGE, ETC.

The Company shall not consolidate or merge with or into (whether or
not the Company is the surviving corporation), or transfer all or substantially
all of its properties or assets (determined on a consolidated basis for the
Company and its Restricted Subsidiaries) in one or more related transactions to,
any other Person unless:

(i) the Company is the surviving Person or the Person formed by
or surviving any such consolidation or merger (if other than the Company)
or to which such transfer has been made is a corporation organized and
existing under the laws of the United States, any state thereof or the
District of Columbia,

(ii) the Person formed by or surviving any such consolidation or
merger (if other than the Company) or the Person to which such transfer has
been made assumes all the Obligations of the Company, pursuant to a supple-
mental indenture and Security Documents in a form reasonably satisfactory
to the Trustee, under the Notes, this Indenture, the Security Documents and
the Registration Rights Agreement,

(iii) immediately before, and after giving effect on a PRO FORMA
basis to, such transaction, no Default or Event of Default exists or would
occur, and

(iv) the Company, or any Person formed by or surviving any such
consolidation or merger, or to which such transfer has been made, (A) has a
Consolidated Net Worth (immediately after the transaction but prior to any
purchase accounting adjustments resulting from the transaction) equal to or
greater than the Consolidated Net Worth of the Company immediately preced-
ing the transaction and (B) is permitted, at the time of such transaction
and after giving PRO FORMA effect thereto as if such transaction had oc-
curred at the beginning of the applicable four-quarter period, to incur at
least $1.00 of additional Indebtedness pursuant to Section 4.9(a) hereof.

The Company shall deliver to the Trustee prior to the consummation of
any proposed transaction an Officers' Certificate and an Opinion of Counsel,
each

stating all conditions precedent to the proposed transaction provided for
in this Indenture have been complied with, and a written statement from a firm
of independent public accountants of established national reputation reasonably
satisfactory to the Trustee stating that the proposed transaction complies with
clause (iv).

For purposes of this Section 5.1, the transfer of all or substantially
all of the properties and assets of one or more Subsidiaries of the Company,
which properties and assets, if held by the Company instead of such Subsidiar-
ies, would constitute all or substantially all of the properties and assets of
the Company on a consolidated basis, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.

SECTION 5.2. SUCCESSOR SUBSTITUTED.

In the event of any transaction (other than a lease) contemplated by
Section 5.1 hereof in which the Company is not the surviving Person, the succes-
sor formed by such consolidation or into or with which the Company is merged or
to which such transfer is made, or formed by such reorganization, as the case
may be, shall succeed to, and be substituted for, and may exercise every right
and power of, the Company, and the Company shall be discharged from its Obliga-
tions under this Indenture, the Notes, the Security Documents and the Registra-
tion Rights Agreement with the same effect as if such successor Person had been
named as the Company herein or therein.

ARTICLE 6
DEFAULTS AND REMEDIES

SECTION 6.1. EVENTS OF DEFAULT.

An "EVENT OF DEFAULT" occurs if:

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

(2) the Company defaults in the payment of the principal (or
premium, if any) on any Note when the same becomes due and payable at
maturity, upon redemption, by acceleration or otherwise;

(3) the Company defaults in the performance of or breaches the
provisions of Section 4.14 or Article 5 hereof;

(4) the Company or any Guarantor fails to comply with any of its
other agreements or covenants in, or provisions of, the Notes, this Inden-
ture or the Security Documents and the Default continues for 30 days after
written notice thereof has been given to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes, such notice to state that
it is a "Notice of Default;"

(5) a default occurs under (after giving effect to any waivers,
amendments, applicable grace periods or any extension of any maturity date)
any mortgage, indenture or instrument under which there may be issued or by
which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any Guarantor (or the payment of which is guaranteed by
the Company or any Guarantor), whether such Indebtedness or guarantee now
exists or is created after the date of this Indenture, if (a) either (i)
such default results from the failure to pay principal on such Indebtedness
or (ii) as a result of such default the maturity of such Indebtedness has
been accelerated, and (b) the principal amount of such Indebtedness,
together with the principal amount of any other such Indebtedness with
respect to which such a payment default (after the expiration of any
applicable grace period or any extension of the maturity date) has oc-
curred, or the maturity of which has been so accelerated, exceeds $5.0
million in the aggregate;

(6) a final non-appealable judgment or judgments for the payment
of money (other than judgments as to which a reputable insurance company
has accepted full liability) is or are entered by a court or courts of
competent jurisdiction against the Company or any Guarantor and such judg-
ment or judgments remain undischarged, unbonded or unstayed for a period of
60 days after entry, PROVIDED that the aggregate of all such judgments
exceeds $7.5 million;

(7) breach by the Company or any Guarantor of any material
representation or warranty set forth in the Security Documents, which
breach is not cured by the Company or such Guarantor or waived within 30
days after notice to comply with such breach of a material representation
or warranty;

(8) written assertion by the Company or any of the Guarantors of
the unenforceability of their obligations under the Indenture, the Notes,
the Security Documents, or the Guarantees or the Company or any of the
Guarantors takes any action that causes, or asserts, or fails to take any
action that it knows, or has been notified by the Trustee, is necessary to
prevent, the unenforceability of the Indenture, the Notes, the Security
Documents or the Guarantees against the Company or any Guarantor or is
necessary to maintain the priority and perfection of the Liens of the
Security Documents;

(9) the Company or any Material Subsidiary pursuant to or within
the meaning of any Bankruptcy Law:

(a) commences a voluntary case,

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

(d) makes a general assignment for the benefit of its
creditors,

(e) admits in writing its inability to pay debts as the
same become due; or

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

(a) is for relief against the Company or any Material Sub-
sidiary in an involuntary case,

(b) appoints a Custodian of the Company or any Material
Subsidiary or for all or substantially all of their property,

(c) orders the liquidation of the Company, or any Material
Subsidiary, and in any of the cases described in clauses (a), (b)
or (c) the order or decree remains unstayed and in effect for 60
days.

The Company shall, upon becoming aware that a Default or Event of
Default has occurred, deliver to the Trustee a statement specifying such Default
or Event of Default and what action the Company is taking or proposes to take
with respect thereto.

SECTION 6.2. ACCELERATION.

If an Event of Default (other than an Event of Default specified in
clauses (9) and (10) of Section 6.1) occurs and is continuing, the Trustee by
written notice to the Company, or the Holders of at least 25% in principal
amount of the then outstanding Notes by written notice to the Company and the
Trustee, may declare the unpaid principal of and any accrued interest on all the
Notes to be due and payable. Upon such declaration the principal and interest
shall be due and payable immediately. If an Event of Default specified in
clause (9) or (10) of Section 6.1 with respect to the Company occurs, all
outstanding Notes shall IPSO FACTO become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holder.
At any time after a declaration of acceleration, but before a judgment or decree
for payment of the money due has been obtained by the Trustee, the Holders of a
majority in aggregate principal amount of the Notes 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 (i) all sums paid or advanced by the Trustee and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, (ii) all overdue interest (including any interest
accrued subsequent to an Event of Default specified in clauses (9) and (10) of
Section 6.1) on all Notes, (iii) the principal of and premium, if any, on any
Notes that have become due otherwise than by such declaration or occurrence of
acceleration and interest thereon at the rate borne by the Notes and (iv) to the
extent that payment of such interest is lawful, interest upon overdue interest
at the rate borne by the Notes; (b) all Events of Default, other than the
nonpayment of principal of and interest on the Notes that have become due solely
by such declaration or occurrence of acceleration, have been cured or waived;
and (c) the rescission would not conflict with any judgment, order or decree of
any court of competent jurisdiction.

SECTION 6.3. OTHER REMEDIES.

If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy (under this Indenture or otherwise) to collect the
payment of principal or interest on the Notes to enforce the performance of any
provision of the Notes, this Indenture or the Security Documents.

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

SECTION 6.4. WAIVER OF PAST DEFAULTS.

Holders of a majority of the aggregate principal amount of the then
outstanding Notes by written notice to the Company and the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences under this Indenture except a continuing Default or
Event of Default in the payment of the principal of, or interest on, any Note or
a Default or an Event of Default with respect to any covenant or provision which
cannot be modified or amended without the consent of the Holder of each out-
standing Note affected. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

SECTION 6.5. CONTROL BY MAJORITY.

The Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it. However, the Trustee may refuse to follow any direction that conflicts with
law or this Indenture, that the Trustee determines may be unduly prejudicial to
the rights of other Holders, or that may involve the Trustee in personal
liability.

SECTION 6.6. LIMITATION ON SUITS.

A Holder may pursue a remedy with respect to this Indenture or the
Notes only if:

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

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

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

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

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

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

SECTION 6.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal and interest on the Note,
on or after the respective due dates expressed in the Note, or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not
be impaired or affected without the consent of the Holder.

SECTION 6.8. COLLECTION SUIT BY TRUSTEE.

If an Event of Default specified in Section 6.1(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal and interest remaining unpaid on the Notes and interest on overdue
principal (and premium, if any) and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.9. TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor under the Notes), their creditors or their property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders of the Notes
may be entitled to receive in such proceeding whether in liquidation or under
any plan of reorganization or arrangement or otherwise. Nothing herein con-
tained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10. PRIORITIES.

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

First: to the Trustee, its agents and attorneys for amounts due under
Section 7.7, including payment of all compensation, expense and liabilities in-
curred, and all advances made, by the Trustee and the costs and expenses of
collection;

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

Third: without duplication, to Holders for any other Obligations
owing to the Holders under the Notes or this Indenture; and

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

The Trustee may fix a record date and payment date for any payment to
Holders.

SECTION 6.11. UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attor-
neys' fees, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.6, or a suit by Holders of more than 10% in principal
amount of the then outstanding Notes.

ARTICLE 7
TRUSTEE

SECTION 7.1. DUTIES OF TRUSTEE.

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

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

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

(b) In the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opin-
ions furnished to the Trustee and conforming to the requirements of this
Indenture and the Security Documents. However, the Trustee shall examine
the certificates and opinions to determine whether or not they conform to
the requirements of this Indenture and the Security Documents.

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

(a) This paragraph does not limit the effect of paragraph
(2) of this Section.

(b) The Trustee shall not be liable for any error of judg-
ment made in good faith by a Responsible Officer, unless it is proved that
the Trustee was negligent in ascertaining the pertinent facts.

(c) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.5.

(d) The Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the direction of the Holders of a majority in principal amount of the
outstanding Notes, determined as provided in Sections 2.8 and 2.9, relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture with respect to the Notes.

(4) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (1), (2) and (3) of this Section.

(5) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives indemnity
satisfactory to it against any loss, liability or expense.

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

SECTION 7.2. RIGHTS OF TRUSTEE.

(1) The Trustee may conclusively rely upon any document believed
by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document.

(2) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

(3) The Trustee may act through agents and shall not be re-
sponsible for the misconduct or negligence of any agent appointed with due care.

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

(5) Unless otherwise specifically provided in this Indenture or
the Security Documents, any demand, request, direction or notice from the Compa-
ny shall be sufficient if signed by an Officer of the Company, on behalf of the
Company.

(6) Except with respect to Section 4.1, the Trustee shall have
no duty to inquire as to the performance of the Company's covenants in Article 4
hereof.

(7) Any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Company Order.

(8) The Trustee may consult with counsel of its selection, as
well as other experts and consultants, and the advice of such counsel, any
Opinion of Counsel or advice of such experts or consultants shall be full and
complete authoriza-

tion and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.

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

(10) 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, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation.

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

(12) The powers and duties conferred upon the Trustee by this
Article 7 are solely to protect the lien of the Security Documents and shall not
impose any duty upon the Trustee to exercise any such powers and duties, except
as expressly provided in the Indenture.

SECTION 7.3. INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or an Affil-
iate of the Company with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights. However, the Trustee is subject to
Sections 7.10 and 7.11.

SECTION 7.4. TRUSTEE'S DISCLAIMER.

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

SECTION 7.5. NOTICE OF DEFAULTS.

If a Default or Event of Default occurs and is continuing and if the
Trustee has knowledge thereof (within the meaning of Section 7.2(b)), the
Trustee shall mail to the Holders a notice of the Default or Event of Default
within 90 days after it occurs.

SECTION 7.6. REPORTS BY TRUSTEE TO HOLDERS.

Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, the Trustee shall mail to the Holders a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

Commencing at the time this Indenture is qualified under the TIA, a
copy of each report at the time of its mailing to the Holders shall be filed
with the Commission and each stock exchange on which the Notes are listed. The
Company shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

SECTION 7.7. COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as the
parties shall agree from time to time. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the

Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and any counsel, expert or
consultant except such disbursements, advances and expenses as may be
attributable to its negligence or bad faith.

The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it without negligence or bad faith on its
part arising out of or in connection with the acceptance or administration of
its duties under this Indenture and the Security Documents, except as set forth
below. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall cooperate in the defense. In the event that a
conflict of interest or conflicting defenses would arise in connection with the
representation of the Company and the Trustee by the same counsel, the Trustee
may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 7.7 shall survive
the satisfaction and discharge of this Indenture.

The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its own negligence or bad
faith.

To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal of (and
premium, if any) and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(9) or (10) occurs, the expenses and the compen-
sation for the services are intended to constitute expenses of administration
under any Bankruptcy Law.

SECTION 7.8. REPLACEMENT OF TRUSTEE.

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

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

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

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

(d) a conflict of interest arises concerning the Trustee and contin-
ues for 90 days; or

(e) the Trustee becomes incapable of acting.

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

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

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

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the resigna-
tion or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its succes-
sion to the Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, PROVIDED that all sums owing to
the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.7. Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 hereof shall continue
for the benefit of the retiring Trustee, and the Company shall pay to any such
replaced or removed Trustee all amounts owed under Section 7.7 upon such
replacement or removal.

SECTION 7.9. SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

There shall at all times be a Trustee hereunder that shall (a) be a
corporation organized and doing business under the laws of the United States of
America or of any state thereof or of the District of Columbia authorized under
such laws to exercise corporate trustee power, (b) be subject to supervision or
examination by Federal or state or the District of Columbia authority, and (c)
have a combined capital and surplus of at least $100,000,000 as set forth in its
most recent published annual report of condition.

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

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

ARTICLE 8
DISCHARGE OF INDENTURE

SECTION 8.1. TERMINATION OF COMPANY'S OBLIGATIONS.

This Indenture shall cease to be of further effect (except that
Section 7.7, 8.3 and 8.4 shall survive) when all outstanding Notes theretofore
authenticated and issued have been delivered (other than (i) destroyed, lost or
stolen Notes that have been replaced or paid and (ii) Notes for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
Company pursuant to Section 8.3(b) hereof) to the Trustee for cancellation and
all sums payable by the Company hereunder have been paid. In addition, the
Company may (A) if applicable, be discharged from any and all Obligations in re-
spect of the Notes, other than the obligation to duly and punctually pay the
principal of, and premium, if any, and interest on the Notes, in accordance
herewith, or (B) if applicable, omit to comply with restrictive covenants, and
such omission will not be deemed to be an Event of Default if:

(1) with respect to clauses (A) and (B), the Company irrevocably
deposits in trust with the Trustee or at the option of the Trustee, with a
trustee reasonably satisfactory to the Trustee and the Company under the
terms of an irrevocable trust agreement in form and substance satisfactory
to the Trustee, money or U.S. Government Obligations sufficient (as
certified by a nationally recognized accounting firm designated by the Com-
pany) to pay principal and interest and premium, if any, on the Notes to
maturity or redemption and each installment of interest, if any, on the due
dates thereof on the Notes, as the case may be, and to pay all other sums
payable by it hereunder, and with respect to clause (B) the Obligations
under this Indenture other than with respect to such covenants and Events
of Default which will remain in full force and effect, PROVIDED that (i)
the trustee of the irrevocable trust shall have been irrevocably instructed
to pay such money or the proceeds of such U.S. Government Obligations to
the Trustee and (ii) the Trustee shall have been irrevocably instructed to
apply such money or the proceeds of such

U.S. Government Obligations to the payment of said principal, premium,
if any, and interest with respect to the Notes;

(2) with respect to clause (A), the Company has received from, or
there has been published by, the U.S. Internal Revenue Service a ruling or
there has been a change in laws which in the opinion of independent
counsel, which the Company shall deliver to the Trustee, provides that
holders of the Notes will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge
and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred and the Notes were otherwise paid
or redeemed in accordance with the provisions of this Indenture;

(3) with respect to clause (A) and (B), the Company has delivered to
the Trustee an opinion of independent counsel to the effect that the
holders of the Notes will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge
and will be subject to Federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such deposit,
defeasance and discharge had not occurred and the Notes were otherwise paid
or redeemed in accordance with the provisions of this Indenture;

(4) with respect to clause (A) and (B), no Default or Event of
Default shall have occurred or be continuing; and

(5) with respect to clause (A) and (B) the Company delivers to the
Trustee an Officers' Certificate stating that all conditions precedent to
satisfaction and discharge of this Indenture have been complied with, and
an Opinion of Counsel to the same effect.

The Trustee, on demand of the Company, shall execute proper instruments
acknowledging confirmation of and discharge under this Indenture and the release
of the Liens created under the Collateral Documents. However, the Company's
Obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 4.1, 4.6, 7.7, 7.8, 8.3 and
8.4, the Guarantors' Obligations, and the Trustee's and Paying Agent's obli-
gations in Section 8.3 shall survive until the Notes are no longer outstanding.
Thereafter, only the Company's obligations in Section 7.7 and 8.4 and the
Company's, Trustee's and Paying Agent's obligations in Section 8.3 shall
survive.

After such irrevocable deposit has been made pursuant to this Section
8.1 and satisfaction of the other conditions set forth herein, the Trustee upon
request shall acknowledge in writing the discharge of the Company's obligations
under this Indenture except for those surviving obligations specified above.

In order to have money available on a payment date to pay principal,
premium, if any, or interest on the Notes, the U.S. Government Obligations shall
be payable as to principal, premium, if any, or interest at least one Business
Day before such payment date in such amounts as shall provide the necessary
money. U.S. Government Obligations shall not be callable at the issuer's
option.

SECTION 8.2. APPLICATION OF TRUST MONEY.

The Trustee, or a trustee satisfactory to the Trustee and the Company,
shall hold in trust, money or U.S. Government Obligations deposited with it
pursuant to Section 8.1. It shall apply the deposited money and the money from
U.S. Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal, premium, if any, and interest on the
Notes.

SECTION 8.3. REPAYMENT TO THE COMPANY.

(a) The Trustee and the Paying Agent shall promptly pay to the
Company upon written request any excess money or securities (as certified by an
independent public accountant reasonably acceptable to the Trustee) held by them
at any time.

(b) The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal, premium, if
any, or interest that remains unclaimed for two years after the date upon which
such payment shall have become due; PROVIDED that the Company shall have either
caused notice of such payment to be mailed to each Holder entitled thereto no
less than 30 days prior to such repayment or within such period shall have pub-
lished such notice in a financial newspaper of widespread circulation published
in the City of New York, including, without limitation, THE WALL STREET JOURNAL.
After payment to the Company, Holders entitled to the money must look to the
Company for payment as general creditor unless an applicable abandoned property
law designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

SECTION 8.4. REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 8.2 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Obligations of the Company and the Guarantors under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.1 until such time as the Trustee or Paying Agent is permitted to apply
all such money or U.S. Government Obligations in accordance with Section 8.2;
PROVIDED that if the Company has made any payment of interest on or principal of
any Notes because of the reinstatement of its Obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

ARTICLE 9
AMENDMENTS

SECTION 9.1. WITHOUT CONSENT OF HOLDERS.

The Company, the Guarantors and the Trustee may amend or supplement
this Indenture and the Notes without the consent of any Holder:

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

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

(3) to comply with Article 5 and Section 10.7 hereof;

(4) to make any change that would provide any additional rights
or benefits to the Holders of the Notes or that does not adversely affect
the legal rights hereunder or thereunder of any Holder;

(5) to comply with requirements of the Commission in order to
effect or maintain the qualification of this Indenture under the TIA; or

(6) to release any Guarantee of the Notes permitted to be
released under Section 10.11 hereof or add any Guarantor under Section 10.7
hereof.

Upon the request of the Company, accompanied by a resolution of the
Board of Directors of the Company authorizing the execution of any such sup-
plemental indenture or amendment, and upon receipt by the Trustee of the docu-
ments described in Section 9.6 hereof required or requested by the Trustee, the
Trustee shall join with the Company in the execution of any supplemental inden-
ture or amendment authorized or permitted by the terms of this Indenture and
shall make any further appropriate agreements and stipulations which may be
therein contained, but the Trustee shall not be obligated to enter into such
supplemental indenture or amendment that affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.2. WITH CONSENT OF HOLDERS.

Subject to Sections 6.4 and 6.7 hereof, the Company and the Trustee,
as applicable, may amend, or waive any provision of, this Indenture or the Notes
or the Security Documents, with the written consent of the Holders of at least a
majority of the principal amount of the then outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for
Notes).

Upon the request of the Company, accompanied by a resolution of the
Board of Directors of the Company authorizing the execution of any such sup-
plemental indenture or amendment, and upon filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon
receipt by the Trustee of the documents described in Section 9.6 hereof, the
Trustee shall join with the Company in the execution of such supplemental
indenture or amendment unless such supplemental indenture or amendment affects
the Trustee's own rights, duties or immunities under this Indenture or other-
wise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

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

After a supplemental indenture or amendment under this Section becomes
effective, the Company shall mail to the Holders of each Note affected there-

by a notice briefly describing the amendment or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture,
amendment or waiver.

Notwithstanding any other provision hereof, without the consent of
each Holder affected, an amendment or waiver under this Section may not (with
respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver;

(2) reduce the principal of, or the premium on, or change the
fixed maturity of any Note or alter Article 3 hereof or numbered paragraphs
5 or 6 of Exhibit A to this Indenture or the price at which the Company
shall offer to purchase such Notes pursuant to Sections 4.10 or 4.14 here-
of;

(3) reduce the rate of or change the time for payment of
interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of prin-
cipal of or premium, if any, or interest on, or redemption payment with
respect to, any Note (other than a Default in the payment of an amount due
as a result of an acceleration if the Holder rescinds such acceleration
pursuant to Section 6.2);

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

(6) make any change in Section 6.4 or 6.7 hereof or in this
Section 9.2;

(7) waive a redemption payment with respect to any Note;

(8) make any change in provisions of any of the Guarantees that
adversely affects the rights of any holder of Notes;

(9) make any change adversely affecting the contractual ranking
of the Obligations; or

(10) make any change in the foregoing amendment and waiver
provisions.

SECTION 9.3. COMPLIANCE WITH TRUST INDENTURE ACT.

If, at the time of an amendment to this Indenture or the Notes, this
Indenture shall be qualified under the TIA, every amendment to this Indenture or
the Notes shall be set forth in a supplemental indenture that complies with the
TIA as then in effect.

SECTION 9.4. REVOCATION AND EFFECT OF CONSENTS.

Until a supplemental indenture, an amendment or waiver becomes
effective, a consent to it by a Holder of a Note is a continuing consent by the
Holder and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. A supplemental indenture, amendment or waiver becomes
effective in accordance with its terms and thereafter binds every Holder.

The Company may fix a record date for determining which Holders must
consent to such supplemental indenture, amendment or waiver. If the Company
fixes a record date, the record date shall be fixed at (i) the later of 30 days
prior to the first solicitation of such consent or the date of the most recent
list of Holders furnished to the Trustee prior to such solicitation pursuant to
Section 2.5, or (ii) such other date as the Company shall designate.

SECTION 9.5. NOTATION ON OR EXCHANGE OF NOTES.

The Trustee may place an appropriate notation about a supplemental
indenture, amendment or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall authenticate
new Notes that reflect the amendment or waiver.

Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment or waiver.

SECTION 9.6. TRUSTEE TO SIGN AMENDMENTS, ETC.

The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 9 if the amendment does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. If it does, the
Trustee may, but need not, sign it. In signing or refusing to sign such
amendment or supplemental indenture, the Trustee shall be entitled to receive,
if requested, an indemnity reasonably satisfactory to it and to receive and,
subject to Section 7.1, shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that such amendment
or supplemental indenture is authorized or permitted by this Indenture, that it
is not inconsistent herewith, and that it shall be valid and binding upon the
Company in accordance with its terms. The Company may not sign an amendment or
supplemental indenture until the Board of Directors of the Company approves it.

SECTION 9.7. PAYMENTS FOR CONSENT.

Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or agreed
to be paid to all holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement, which solicitation documents must be mailed to all Holders
of the Notes a reasonable length of time prior to the expiration of the
solicitation.

ARTICLE 10
COLLATERAL AND SECURITY AND GUARANTY

SECTION 10.1. COLLATERAL DOCUMENTS.

The due and punctual payment of the principal and premium, if any, of,
and interest on, the Notes when and as the same shall be due and payable,
whether on an interest payment date, at maturity, by acceleration, repurchase,
redemption or otherwise, interest on the overdue principal of and interest (to
the extent permitted by law), if any, on the Notes and Guarantees and perfor-
xxxxx of all other Obligations, shall be secured as provided in the Security
Documents.

The Company shall, and shall cause each of its Restricted Subsidiaries
to, do or cause to be done all such acts and things as may be necessary or
proper, or as may be required by the provisions of the Security Documents, to
assure and confirm to the Trustee the security interest in the Collateral
contemplated hereby and by the Security Documents, as from time to time consti-
tuted, so as to render the same available for the security and benefit of this
Indenture and of the Notes secured hereby, according to the intent and purposes
herein and therein expressed. The Company shall, and shall cause each of its
Restricted Subsidiaries to, take, upon request of the Trustee, any and all
actions required to cause the Security Documents to create and maintain, as
security for the Obligations, valid and enforceable, perfected (except as
expressly provided herein or therein), Liens in and on all the Collateral, in
favor of the Trustee, superior to and prior to the rights of all third Persons,
and subject to no other Liens, other than as provided herein and therein.

SECTION 10.2. OPINIONS.

The Company shall furnish to the Trustee within three months after
each anniversary of the Closing Date, an Opinion of Counsel, dated as of such
date, stating either that (i) in the opinion of such counsel, all action has
been taken with respect to the recording, registering, filing, re-recording, re-
registering and refiling of all supplemental indentures, financing statements,
continuation statements or other instruments of further assurance as is
necessary to maintain the Liens of the Security Documents and reciting the
details of such action or (ii) in the opinion of such Counsel, no such action is
necessary to maintain such Liens, which Opinion of Counsel also shall state what
actions it then believes are necessary to maintain the effectiveness of such
liens during the next two years.

SECTION 10.3. RELEASE OF COLLATERAL.

(a) Collateral shall be released from the Liens created by the
Security Documents from time to time at the sole cost and expense of the
Company:

(i) upon payment in full of the Notes and all other Obligations then
due and owing, or

(ii) unless a Default or Event of Default shall have occurred and be
continuing, upon the sale or other disposition of such Collateral pursuant
to an Asset Sale made in accordance with Section 4.10 hereof;

PROVIDED, that the Trustee shall not release any Lien on any Collateral unless
and until it shall have received an Officers' Certificate certifying that all
conditions precedent hereunder have been met and such other documents required
by Section 10.5 hereof. Upon compliance with the above provisions, the Trustee
shall execute, deliver or acknowledge any necessary or proper instruments of
termination, satisfaction or release to evidence the release of any Collateral
permitted to be released pursuant to this Indenture or the Security Documents.

(b) The release of any Collateral from the terms of the Security
Documents shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof and of the Security Documents if and to
the extent the Collateral is released pursuant to the terms of this Indenture
and the Security Documents.

SECTION 10.4. CERTIFICATES OF THE COMPANY.

The Company shall furnish to the Trustee prior to each proposed
release of Collateral other than by reason of transactions referred to in
Section 10.3, all documents required by TIA Section 314(d). The Trustee may, to
the extent permitted by Sections 7.1 and 7.2 hereof, accept as conclusive
evidence of compliance with the foregoing provisions the appropriate statements
contained in such instruments. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Company except in cases where
TIA Section 314(d) requires that such certificate or opinion be made by an
independent engineer, appraiser or other expert within the meaning of TIA
Section 314(d).

SECTION 10.5. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
SECURITY DOCUMENTS.

The Trustee may, in its sole discretion and without the consent of the
Holders, on behalf of the Holders, take all actions it deems necessary or
appropriate in order to (a) enforce any of the terms of the Security Documents
and (b) collect and receive any and all amounts payable in respect of the
Obligations of the Company and the Guarantors, if any, hereunder. The Trustee
shall have the power to institute and to maintain such suits and proceedings as
it may deem expedient to prevent any impairment of the Collateral by any acts
that may be unlawful or in violation of the Security Documents or this
Indenture, and such suits and proceedings as the Trustee may deem expedient to
preserve or protect its interest and the interests of the Holders in the
Collateral (including power to institute and maintain suits or proceedings to
restrain the enforcement of or compliance with any legislative or other
governmental

enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of
the Holders or the Trustee).

In connection with acting as mortgagee under either of the Mortgages,
the Trustee may appoint a co-trustee in any jurisdiction where realty of the
Company subject to the Mortgages is located, if required by applicable law.
Such co-trustee shall be appointed solely to act as mortgagee, and the trustee
shall not be responsible for the acts or omissions of any co-trustee provided
such co-trustee was selected with due care. The co-trustee may be an affiliate
of the trustee.

SECTION 10.6. AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE
SECURITY DOCUMENTS.

The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents, and to make further distribu-
tions of such funds to the Holders according to the provisions of this Indenture
and the Security Documents.

SECTION 10.7. GUARANTY.

The Company shall cause each Restricted Subsidiary that is formed or
acquired after the date hereof, in each case concurrently therewith, subject to
Section 10.8 hereof, to, jointly and severally, unconditionally guarantee (such
guarantee, together with further guarantees granted from time to time pursuant
to this Section 10.7, being the "GUARANTY") to each Holder and the Trustee,
irrespective of the validity or enforceability of this Indenture, the Notes, the
Security Documents or the Obligations hereunder or thereunder: (i) the due and
punctual payment of the principal and premium, if any, of, and interest on, the
Notes (including, without limitation, interest after the filing of a petition
initiating any proceedings referred to in clause (9) or (10) of Section 6.1
hereof), whether at maturity or on an interest payment date, by acceleration,
call for redemption or otherwise; (ii) the due and punctual payment of interest
on the overdue principal and premium, if any, of, and interest on, the Notes, if
lawful; (iii) the due and punctual payment and performance of all other Obliga-
tions, all in accordance with the terms set forth herein and in the Notes and
the Security Documents; and (iv) in case of any extension of time of payment or
renewal of any Notes or any of such other Obligations, the due and punctual
payment or performance thereof in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due by the Company of any amount so guaranteed
for whatever reason, the Guarantors shall be jointly and severally obligated to
pay the same immediately.

The Company shall cause each Restricted Subsidiary that is formed or
acquired after the date hereof or that otherwise becomes a Restricted Subsidiary
after the date hereof, in each case concurrently therewith, to (i) execute and
deliver to the Trustee a Guaranty in the form of Exhibit C attached hereto and a
supplemental indenture in form reasonably satisfactory to the Trustee pursuant
to which such Restricted Subsidiary shall unconditionally guarantee all of the
Company's Obligations as set forth in this Section 10.7 of this Indenture; and
(ii) execute a Security Agreement (substantially in the form of the Security
Agreement entered into on the Closing Date) and other Security Documents
necessary or reasonably requested by the Trustee to grant the Trustee a valid,
enforceable, perfected Lien on the Collateral described therein, subject only to
Liens permitted under Section 4.12; and (iii) cause such Restricted Subsidiary
to deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory
to the Trustee, that (A) such Security Agreement, supplemental indenture and
Guaranty have been duly authorized, executed and delivered by such Restricted
Subsidiary and (B) such Security Agreement, this Indenture and such Guaranty
constitute a legal, valid, binding and enforceable obligation of such Restricted
Subsidiary, subject to customary exceptions for bankruptcy, fraudulent transfer
and equitable principles.

Each Note issued after the date of execution by any Guarantor of a
Guaranty shall be endorsed with a form of Guaranty that has been executed by
such Guarantor. However, the failure of any Note to have endorsed thereon a
Guaranty executed by such Guarantor shall not affect the validity or enforce-
ability of such Guaranty against such Guarantor.

Pursuant to the supplemental indenture, each Guarantor shall agree
that (i) its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes, this Indenture, the
Security Documents or the Obligations hereunder or thereunder, the absence of
any action to enforce the same, any waiver or consent by any Holder with respect
to any provisions hereof or thereof, any releases of Collateral, any amendment
of the Indenture, the Notes or Security Documents, any delays in obtaining or
realizing upon or failures to obtain or realize upon Collateral, the recovery of
any judgment against the Company or any of its Subsidiaries, any action to
enforce the same, or any other circumstance that might otherwise constitute a
legal or equitable discharge or defense of a guarantor and (ii)

the Guaranty will not be discharged except by complete performance of the
Obligations.

Pursuant to the supplemental indenture, each Guarantor shall agree
that it shall not be entitled to and irrevocably waives (i) diligence, present-
ment, demand of payment, filing of claim with a court in the event of insolvency
or bankruptcy of the Company, any Guarantor, any other Subsidiary of the Company
or any other obligor under the Notes, any right to require a proceeding first
against the Company, any Guarantor, any other Subsidiary of the Company or any
other obligor under this Indenture, the Notes or the Security Documents,
protest, notice and all demands whatsoever, (ii) any right of subrogation, xxxx-
bursement, exoneration, contribution or indemnification in respect of any
Obligations guaranteed hereby and (iii) any claim or other rights that it may
now or hereafter acquire against the Company or any of its Subsidiaries that
arise from the existence or performance of its Obligations under the Guaranty,
including, without limitation, any right to participate in any claim or remedy
of a Holder against the Company or any of its Subsidiaries or any Collateral
that a Holder now has or hereafter acquires, whether or not such claim, remedy
or right arises in equity or under contract, statute or common law, by any
payment made hereunder or otherwise, and including, without limitation, the
right to take or receive from the Company or any of its Subsidiaries, directly
or indirectly, in cash or other property, by setoff or in any other manner,
payment or security on account of such claim or other rights.

If any Holder or the Trustee is required by any court or otherwise to
return to the Company, any Guarantor, any other Subsidiary of the Company or any
other obligor under this Indenture, the Notes or the Security Documents,
trustee, liquidator, or other similar official, any amount paid by the Company,
any Guarantor, any other Subsidiary of the Company or any other obligor under
this Indenture, the Notes or the Security Documents to the Trustee or such
Holder, the Guaranty, to the extent theretofore discharged, shall be reinstated
in full force and effect.

Pursuant to the supplemental indenture, each Guarantor shall agree
that, as between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Section 6.2 for the purposes of the
Guaranty, notwithstanding any stay, injunction or other prohibition preventing
such acceleration as to the Company of the Obligations guaranteed hereby and
(ii) in the event of any declaration of acceleration of those Obligations as
provided in Section 6.2, those Obligations (whether or not due and payable) will
forthwith become due and payable by each of the Guarantors for the purpose of
the Guaranty.

SECTION 10.8. LIMITATION ON GUARANTOR'S LIABILITY.

Each Guarantor shall, by supplemental indenture, confirm, and by its
acceptance hereof each Holder hereby confirms, that it is the intention of all
such parties that the guarantee by such Guarantor pursuant to its Guaranty not
constitute a fraudulent transfer or conveyance for purposes of any Federal or
state law. To effectuate the foregoing intention, the Holders and the
Guarantors shall irrevocably agree that the obligations of each Guarantor under
its Guaranty shall be limited to the maximum amount as will, after giving effect
to all other contingent and fixed liabilities of such Guarantor and to any
collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guaranty, result in
the Obligations of such Guarantor under the Guaranty not constituting a
fraudulent conveyance or fraudulent transfer under Federal or state law.

SECTION 10.9. RIGHTS UNDER THE GUARANTY.

(a) No payment by any Guarantor pursuant to the provisions hereof
shall entitle such Guarantor to any payment out of any Collateral or give rise
to any claim of the Guarantors against the Trustee or any Holder.

(b) Each Guarantor waives notice of the issuance, sale and purchase
of the Notes and notice from the Trustee or the Holders from time to time of any
of the Notes of their acceptance and reliance on the Guaranty.

(c) No set-off, counterclaim, reduction or diminution of any
obligation or any defense of any kind or nature (other than performance by the
Guarantors of their obligations hereunder) that any Guarantor may have or assert
against the Trustee or any Holder shall be available hereunder to such
Guarantor.

(d) Each Guarantor shall pay all costs, expenses and fees, including
all reasonable attorneys' fees, that may be incurred by the Trustee in enforcing
or attempting to enforce the Guaranty or protecting the rights of the Trustee or
the Holder, if any, in accordance with this Indenture.

SECTION 10.10. PRIMARY OBLIGATIONS.

The Obligations of each Guarantor under its supplemental indenture
shall constitute a guaranty of payment and not of collection. Each Guarantor
shall agree that it is directly liable to each Holder hereunder, that the
Obligations of such

Guarantor hereunder are independent of the Obligations of the Company or any
other Guarantor, and that a separate action may be brought against such
Guarantor, whether such action is brought against the Company or any other
Guarantor or whether the Company or any other Guarantor is joined in such
action. Each Guarantor shall agree that its liability hereunder shall be
immediate and shall not be contingent upon the exercise or enforcement by the
Trustee or the Holders of whatever remedies they may have against the Company
or any other Guarantor, or the enforcement of any lien or realization upon
any security Trustee may at any time possess. Each Guarantor shall agree
that any release that may be given by the Trustee or the Holders to the
Company or any other Guarantor shall not release such Guarantor.

SECTION 10.11. RELEASE OF GUARANTORS.

If all of the Capital Stock of any Guarantor is sold to a Person
(other than the Company or any of its Restricted Subsidiaries) and the Net
Proceeds from such Asset Sale are used in accordance with Section 4.10, then
such Guarantor will be released and discharged from all of its obligations under
its Guaranty of the Notes and this Indenture.

ARTICLE 11
MISCELLANEOUS

SECTION 11.1. TRUST INDENTURE ACT CONTROLS.

If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 11.2. NOTICES.

Any notice or communication by the Company or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first-
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' addresses:

If to the Company:

Xxxxxxxxx Xxxxx Corporation
0000 X. Xxxxxxx Xxxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: President
Telecopier No.: (000) 000-0000

If to the Trustee:

THE BANK OF NEW YORK
000 Xxxxxxx Xxxxxx - 00X
Xxx Xxxx, XX 00000
Attention: Treasurer
Telecopier No.: (000) 000-0000

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

All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if per-
sonally delivered; upon receipt, if deposited in the mail, postage prepaid; when
answered back, if telexed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery. All notices and communications to the
Trustee shall be deemed to have been duly given only if actually received by the
Trustee.

Any notice or communication to a Holder shall be mailed by first-class
mail, certified or registered, return receipt requested, to his address shown on
the register kept by the Registrar. Failure to mail a notice or communication
to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.

If a notice communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

SECTION 11.3. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and any other Person shall have the protec-
tion of TIA Section 312(c).

SECTION 11.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth
in Section 11.5) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth
in Section 11.5) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been complied with.

SECTION 11.5. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall include:

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

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

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

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

PROVIDED that with respect to matters of fact, an Opinion of Counsel may rely
upon an Officers' Certificate or a certificate of a public official.

SECTION 11.6. RULES BY TRUSTEE AND AGENTS.

The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.7. LEGAL HOLIDAYS.

If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.

SECTION 11.8. NO RECOURSE AGAINST OTHERS.

No director, officer, employee, incorporator, shareholder or control-
ling person of the Company or any Guarantor as such, shall have any liability
for any obligations of the Company under the Notes, this Indenture, the Security
Documents, any Guaranty or the Registration Rights Agreement or for any claim
based on, in respect of, or by reason of such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release shall be part of the consideration for the issuance of the
Notes. Notwithstanding the foregoing, nothing in this provision shall be con-
strued as a waiver or release of any claims under the Federal securities laws.

SECTION 11.9. GOVERNING LAW.

THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE
PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE

BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. THE COMPANY IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY
EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE
COMPANY AT ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
TRUSTEE OR ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO COM-MENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN
ANY OTHER JURISDICTION.

SECTION 11.10. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

SECTION 11.11. SUCCESSORS.

All agreements of the Company and any Guarantors in this Indenture and
the Notes shall bind their respective successors. All agreements of the Trustee
in this Indenture shall bind its successor.

SECTION 11.12. SEVERABILITY.

In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 11.13. COUNTERPART ORIGINALS.

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

SECTION 11.14. TABLE OF CONTENTS, HEADINGS, ETC.

The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

[Signature page follows]

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Indenture as of the date first written above.

XXXXXXXXX XXXXX CORPORATION

Attest: By: /s/ Xxx X. Xxxxxxxx
------------------------------------
Name: Xxx X. Xxxxxxxx
Title: President and Chief Operating
Officer
/s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President -- Finance and
Accounting

THE BANK OF NEW YORK, as Trustee

Attest: By: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Assistant Vice President
/s/ Xxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxx
Title: Assistant Treasurer

EXHIBIT A

[Face of Security]

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR
SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DEPOSITORY), 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.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE 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.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH IS TWO YEARS (OR SUCH
SHORTER PERIOD THAT MAY HEREAFTER BE PROVIDED UNDER RULE 144(K) AS PERMITTING
RESALES BY NON-AFFILIATES OF RESTRICTED SECURITIES WITHOUT RESTRICTION) AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF SUCH NOTE) EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRA-
TION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES TO FOREIGN PERSONS THAT OCCUR IN OFFSHORE TRANSACTIONS AND
WITHOUT DIRECTED SELLING EFFORTS WITHIN THE MEANINGS OF SUCH TERMS AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS PURCHASING THE NOTE FOR ITS OWN ACCOUNT, OR FOR THE AC-
COUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT OR (F) PURSUANT TO 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 PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE.

-------------------
(1) This paragraph should be included only if the Note is issued in global
form.

XXXXXXXXX XXXXX CORPORATION
10-1/4% SENIOR SECURED NOTE
DUE 2004

NO. $
CUSIP NO.

Xxxxxxxxx Xxxxx Corporation, an Illinois corporation (the "Company"),
as obligor, for value received promises to pay to ______________ or registered
assigns, the principal sum of [ ] Dollars on July 1, 2004. Inter-
est Payment Dates: January 1 and July 1 and on the maturity date. Record
Dates: December 15 and June 15 (whether or not a Business Day).

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

IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

Dated:

XXXXXXXXX XXXXX CORPORATION

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

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

Trustee's Certificate of Authentication:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK, as Trustee

By:______________________________
Authorized Signature

(Back of Security)

10-1/4% SENIOR SECURED NOTE
DUE 2004

1. INTEREST. Xxxxxxxxx Xxxxx Corporation, an Illinois corporation
(the "Company"), as obligor, promises to pay interest on the principal amount of
this Note at the rate and in the manner specified below.

The Company shall pay, in cash, interest on the principal amount of
this Note, at the rate of 10-1/4% per annum. The Company shall pay interest
semi-annually on January 1 and July 1 of each year, and on the maturity date,
commencing on January 1, 1998, or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date").

Interest shall be computed on the basis of a 360-day year consisting
of twelve 30-day months. Interest shall accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from July 2,
1997. To the extent lawful, the Company shall pay interest on overdue install-
ments of interest (without regard to any applicable grace periods) at the same
rate.

2. METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the record date next preceding the Interest Payment
Date, even if such Notes are cancelled after such record date and on or before
such Interest Payment Date. The Holder must surrender this Note to a Paying
Agent to collect principal payments. The Company shall pay principal and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may pay principal
and interest by check to a Holder's registered address, PROVIDED, that all
payments with respect to Global Notes, and certificated notes the Holders of
which have given wire transfer instructions to the Company and the paying agent,
will be required to be made by wire transfer of immediately available funds to
the accounts specified by the Holders thereof.

3. PAYING AGENT AND REGISTRAR. Initially, the Trustee shall act as
Paying Agent and Registrar. The Company may change any Paying Agent, Registrar
or co-registrar without notice to any Holder. Subject to certain exceptions,
the Company or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Company issued the Notes under an Indenture dated
as of July 2, 1997 (the "Indenture") among the Company and The Bank of New York,
as the Trustee. The terms of the Notes include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939 (the "TIA") (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the date
of the Indenture until such time as the Indenture is qualified under the TIA and
thereafter as in effect on the date the Indenture is so qualified. The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such act for a statement of such terms. The terms of the Indenture shall govern
any inconsistencies between the Indenture and the Notes. Terms not otherwise
defined herein shall have the meanings assigned in the Indenture. The Notes are
limited to $100,000,000 in aggregate principal amount.

5. OPTIONAL REDEMPTION. The Notes are not redeemable at the
Company's option prior to July 1, 2001. Thereafter, the Notes will be subject
to redemption at the option of the Company, in whole or in part, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest thereon, if any, to the applicable redemption
date, if redeemed during the 12-month period beginning on July 1 of the years
indicated below:

YEAR PERCENTAGE
---- ----------
2001 . . . . . . . . . 105.125%
2002 . . . . . . . . . 102.563
2003 and thereafter. . 100.000

Notwithstanding the foregoing, at any time or from time to time prior
to July 1, 2000, the Company may, at its option, redeem up to $33.0 million of
the original principal amount of the Notes, at a redemption price of 110.250% of
the principal amount thereof, plus accrued and unpaid interest, if any, to the
applicable redemption date, with the net cash proceeds of one or more Public
Equity Offerings; PROVIDED, that (a) such redemption shall occur within 90 days
of the date of closing of such public offering and (b) at least $67.0 million
aggregate principal amount of Notes remains outstanding immediately after giving
effect to each such redemption.

6. MANDATORY REDEMPTION. There shall be no mandatory redemption of
the Notes.

7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Registrar and the Company need not exchange
or register the transfer (i) of any Note or portion of a Note selected for re-
demption or (ii) of any Notes for a period of 15 days before a selection of
Notes to be redeemed or during the period between a record date and the corre-
sponding Interest Payment Date.

8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes, subject to the provisions of the
Indenture with respect to the record dates for the payment of interest.

9. AMENDMENTS AND WAIVERS. Subject to certain exceptions, the
Indenture or the Notes may be amended with the written consent of the Holders of
at least a majority in principal amount of the then outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for
Notes), and any existing Default or Event of Default (except certain payment de-
faults) or compliance with any provision of the Indenture, the Notes or the
Security Documents may be waived with the consent of the Holders of a majority
in principal amount of the then outstanding Notes (including consents obtained
in connection with a tender offer or exchange offer for Notes). Without the
consent of any Holders, the Indenture and the Notes may be amended or supple-
mented to cure any ambiguity, defect or inconsistency, to provide for assumption
of the Company's obligations to the Holders in the case of a merger or
consolidation, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to make any change that would provide any additional rights
or benefits to the Holders of the Notes, or that does not adversely affect the
legal rights under the Indenture of any Holder, to release any Guarantee of the
Notes permitted to be released under the terms of the Indenture or to comply
with requirements of the Commission in order to effect or maintain the quali-
fication of the Indenture under the TIA.

10. DEFAULTS AND REMEDIES. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare by written notice to the Company and
the Trustee all the Notes to be due and payable immediately, except that in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Notes become due and payable immediately without
further action or notice. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Company must furnish an annual compliance certificate to the
Trustee.

11. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the
Indenture, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not
Trustee.

12. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator, shareholder or controlling person of the Company or Guarantor,
as such, shall have any liability for any obligations of the Company or any
Guarantor under the Notes, the Indenture or the Registration Rights Agreement
or for any claim based on, in respect of, or by reason of such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Notes and the Guarantees. Notwithstanding the foregoing,
nothing in this provision shall be construed as a waiver or release of any
claims under the Federal securities laws.

13. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.

14. ABBREVIATIONS. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

15. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and has directed the Trustee
to use CUSIP numbers in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

16. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT. Each
Holder of a Note, by his acceptance thereof, acknowledges and agrees to the
provisions of the Registration Rights Agreement, dated as of July 2, 1997,
among the Company and the parties named on the signature page thereof (the
"Registration Rights Agreement"), including but not limited to the
obligations of the Holders with respect to a registration and the
indemnification of the Company and the Purchasers (as defined therein) to the
extent provided therein.

The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to: Xxxxxxxxx Xxxxx Corporation, 0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Secretary.

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to

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

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

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

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

______________________________________________________________________________

Date:____________________

Your Signature:_________________________________
(Sign exactly as your name appears
on the face of this Note)

Signature Guarantee*

________________

* NOTICE: The signature must be guaranteed by an institution which is a
member of one of the following recognized signature guarantee
programs:

(1) The Securities Transfer Agent Medallian Program (STAMP);
(2) The New York Stock Exchange Medallian Program (MSP);
(3) The Stock Exchange Medallian Program (SEMP).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all or any part of this Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, as the case
may be, state the amount you elect to have purchased (if all, write "ALL"):
$______________

Date:__________________________

Your Signature:_________________________
(Sign exactly as your name appears
on the face of this Note)

Signature Guarantee*

______________

* NOTICE: The signature must be guaranteed by an institution which is a
member of one of the following recognized signature guarantee
programs:

(1) The Securities Transfer Agent Medallian Program (STAMP);
(2) The New York Stock Exchange Medallian Program (MSP);
(3) The Stock Exchange Medallian Program (SEMP).

SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES(2)

The following exchanges of a part of this Global Note for
Definitive Notes have been made:

PRINCIPAL AMOUNT OF THIS
AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN GLOBAL NOTE FOLLOWING
PRINCIPAL AMOUNT OF THIS PRINCIPAL AMOUNT OF THIS SUCH DECREASE (OR IN- SIGNATURE OF AUTHO-
DATE OF EXCHANGE GLOBAL NOTE GLOBAL NOTE CREASE) RIZED OFFICER OF TRUSTEE
------------------------------------------------------------------------------------------------------------------------------

-------------------
(2) This paragraph should be included only if the Note is issued in global
form.

EXHIBIT B

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER
OF NOTES

Re: [Series A] [Series B] 10-1/4% Senior Notes due 2004 (the
"Notes") of Xxxxxxxxx Xxxxx Corporation

This Certificate relates to $______ principal amount of Notes held in
* / / book-entry or * / / definitive form by _______________________ (the
"Transferor").

The Transferor, by written order, has requested the Trustee:

/ / to deliver in exchange for its beneficial interest in the Global
Note held by the depository, a Note or Notes in definitive,
registered form of authorized denominations and an aggregate
principal amount equal to its beneficial interest in such Global
Note (or the portion thereof indicated above); or

/ / to exchange or register the transfer of a Note or Notes. In
connection with such request and in respect of each such Note,
the Transferor does hereby certify that Transferor is familiar
with the Indenture relating to the above captioned Notes and, the
transfer of this Note does not require registration under the
Securities Act of 1933, as amended (the "Securities Act") because
such Note:

/ / is being acquired for the Transferor's own account, without
transfer;

/ / is being transferred pursuant to an effective registration state-
ment;

/ / is being transferred to a "qualified institutional buyer" (as
defined in Rule 144A under the Securities Act), in reliance on
such Rule 144A;

/ / is being transferred to an institutional "accredited investor" as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.**

/ / is being transferred pursuant to an exemption from registration
in accordance with Rule 904 under the Securities Act;***

/ / is being transferred pursuant to Rule 144 under the Securities
Act;*** or

/ / is being transferred pursuant to another exemption from the
registration requirements of the Securities Act (explain:
_______________________________________________________________).***

__________________________________
[INSERT NAME OF TRANSFEROR]

By:_______________________________

Date:_____________________

* Check applicable box.
** If this box is checked, this certificate must be accompanied
by a transferee letter of representations.
*** If this box is checked, this certificate must be accompanied
by an opinion of counsel to the effect that such transfer is
in compliance with the Securities Act.

B-1

EXHIBIT C

[FORM OF GUARANTY]

GUARANTY

For good and valuable consideration received from the Company by
the undersigned (hereinafter referred to as the "Guarantors," which term
includes any successor or additional Guarantors), the receipt and sufficiency
of which is hereby acknowledged, subject to Section 10.8 of the Indenture,
each Guarantor, jointly and severally, hereby unconditionally guarantees,
irrespective of the validity or enforceability of the Indenture, the Notes,
the Security Documents or the Obligations, (a) the due and punctual payment
of the principal and premium, if any, of and interest on the Notes
(including, without limitation, interest after the filing of a petition
initiating any proceedings referred to in Sections 6.1(9) or (10) of the
Indenture), whether at maturity or on an interest payment date, by
acceleration, call for redemption or otherwise, (b) the due and punctual
payment of interest on the overdue principal and premium, if any, of and
interest, if any, on the Notes, if lawful, (c) the due and punctual payment
and performance of all other Obligations, all in accordance with the terms
set forth in the Indenture, the Notes and the Security Documents, and (d) in
case of any extension of time of payment or renewal of any Notes or any of
such other Obligations, the due and punctual payment or performance thereof
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.

No director, officer, employee, incorporator, stockholder or
controlling person of the Guarantor, as such, shall have any liability under
this Guaranty for any obligations of the Guarantor under the Notes, the
Indenture or the Registration Rights Agreement or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder
of the Notes by accepting a Note waives and releases all such liability.

C-1

CROSS-REFERENCE TABLE*

Trust Indenture
Act Section Indenture Section
--------------- -----------------
310(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3). . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4). . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5). . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(b)(1). . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(b)(2). . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3; 4.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A
(c)(1). . . . . . . . . . . . . . . . . . . . . . . . . 11.4
(c)(2). . . . . . . . . . . . . . . . . . . . . . . . . 11.4
(c)(3). . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(2)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(1)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(3)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316(a)(last sentence). . . . . . . . . . . . . . . . . . . 2.9
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . 6.5
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . 6.4
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 9.4
317(a)(1). . . . . . . . . . . . . . . . . . . . . . . . . 6.8
(a)(2). . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Page
----
Section 1.1. Definitions. . . . . . . . . . . . . 1
Section 1.2. Other Definitions. . . . . . . . . . 17
Section 1.3. Incorporation by Reference of Trust
Indenture Act. . . . . . . . . . . . .18
Section 1.4. Rules of Construction. . . . . . . . 18

ARTICLE 2
THE NOTES

Section 2.1. Form and Dating. . . . . . . . . . . 19
Section 2.2. Execution and Authentication . . . . 20
Section 2.3. Registrar, Paying Agent and
Depository . . . . . . . . . . . . . 20
Section 2.4. Paying Agent to Hold Money in Trust. 21
Section 2.5. Holder Lists . . . . . . . . . . . . 22
Section 2.6. Transfer and Exchange. . . . . . . . 22
Section 2.7. Replacement Notes. . . . . . . . . . 27
Section 2.8. Outstanding Notes. . . . . . . . . . 27
Section 2.9. Treasury Notes . . . . . . . . . . . 28
Section 2.10. Temporary Notes. . . . . . . . . . . 28
Section 2.11. Cancellation . . . . . . . . . . . . 29
Section 2.12. Defaulted Interest . . . . . . . . . 29
Section 2.13. Legends. . . . . . . . . . . . . . . 29

ARTICLE 3
REDEMPTION

Section 3.1. Notices to Trustee . . . . . . . . . 30
Section 3.2. Selection of Notes to Be Redeemed. . 31
Section 3.3. Notice of Redemption . . . . . . . . 31
Section 3.4. Effect of Notice of Redemption . . . 32
Section 3.5. Deposit of Redemption Price. . . . . 32
Section 3.6. Notes Redeemed in Part . . . . . . . 33
Section 3.7. Optional Redemption. . . . . . . . . 33

ARTICLE 4
COVENANTS

Section 4.1. Payment of Notes . . . . . . . . . . 34
Section 4.2. Maintenance of Office or Agency. . . 34
Section 4.3. Reports. . . . . . . . . . . . . . . 35
Section 4.4. Compliance Certificate . . . . . . . 36
Section 4.5. Taxes. . . . . . . . . . . . . . . . 37
Section 4.6. Stay, Extension and Usury Laws . . . 37
Section 4.7. Limitation on Restricted Payments. . 37
Section 4.8. Limitation on Restrictions on
Subsidiary Dividends . . . . . . . . 40
Section 4.9. Limitation on Incurrence of
Indebtedness . . . . . . . . . . . . 41
Section 4.10. Limitation on Asset Sales. . . . . . 43
Section 4.11. Limitation on Transactions with
Affiliates . . . . . . . . . . . . . 46
Section 4.12. Limitation on Liens. . . . . . . . . 47
Section 4.13. Corporate Existence. . . . . . . . . 47
Section 4.14. Repurchase Upon a Change of Control. 48
Section 4.15. Maintenance of Properties. . . . . . 50
Section 4.16. Maintenance of Insurance . . . . . . 50
Section 4.17. Restrictions on Sale and Issuance of
Subsidiary Stock . . . . . . . . . . 50
Section 4.18. Line of Business . . . . . . . . . . 50

ARTICLE 5
SUCCESSORS

Section 5.1. When the Company May Merge, etc. . . 51
Section 5.2. Successor Substituted. . . . . . . . 52

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.1. Events of Default. . . . . . . . . . 53
Section 6.2. Acceleration . . . . . . . . . . . . 55
Section 6.3. Other Remedies . . . . . . . . . . . 56
Section 6.4. Waiver of Past Defaults. . . . . . . 56
Section 6.5. Control by Majority. . . . . . . . . 57
Section 6.6. Limitation on Suits. . . . . . . . . 57
Section 6.7. Rights of Holders to Receive Payment 58
Section 6.8. Collection Suit by Trustee . . . . . 58
Section 6.9. Trustee May File Proofs of Claim . . 58
Section 6.10. Priorities . . . . . . . . . . . . . 59
Section 6.11. Undertaking for Costs. . . . . . . . 59

ARTICLE 7
TRUSTEE

Section 7.1. Duties of Trustee. . . . . . . . . . 60
Section 7.2. Rights of Trustee. . . . . . . . . . 61
Section 7.3. Individual Rights of Trustee . . . . 63
Section 7.4. Trustee's Disclaimer . . . . . . . . 63
Section 7.5. Notice of Defaults . . . . . . . . . 64
Section 7.6. Reports by Trustee to Holders. . . . 64
Section 7.7. Compensation and Indemnity . . . . . 64
Section 7.8. Replacement of Trustee . . . . . . . 65
Section 7.9. Successor Trustee by Xxxxxx, etc.. . 67
Section 7.10. Eligibility; Disqualification. . . . 67
Section 7.11. Preferential Collection of Claims
Against Company. . . . . . . . . . . 67

ARTICLE 8
DISCHARGE OF INDENTURE

Section 8.1. Termination of Company's Obligations 68
Section 8.2. Application of Trust Money . . . . . 70
Section 8.3. Repayment to the Company . . . . . . 70
Section 8.4. Reinstatement. . . . . . . . . . . . 70

ARTICLE 9
AMENDMENTS

Section 9.1. Without Consent of Holders . . . . . 71
Section 9.2. With Consent of Holders. . . . . . . 72
Section 9.3. Compliance with Trust Indenture Act. 74
Section 9.4. Revocation and Effect of Consents. . 74
Section 9.5. Notation on or Exchange of Notes . . 74
Section 9.6. Trustee to Sign Amendments, etc. . . 75
Section 9.7. Payments for Consent . . . . . . . . 75

ARTICLE 10
COLLATERAL AND SECURITY AND GUARANTY

Section 10.1. Collateral Documents . . . . . . . . 75
Section 10.2. Opinions . . . . . . . . . . . . . . 76
Section 10.3. Release of Collateral. . . . . . . . 76
Section 10.4. Certificates of the Company. . . . . 77

iii

Section 10.5. Authorization of Actions to be Taken by
the Trustee under the
Security Documents. . . . . . . . . . 77
Section 10.6. Authorization of Receipt of Funds by
the Trustee under the
Security Documents. . . . . . . . . . 78
Section 10.7. Guaranty . . . . . . . . . . . . . . 78
Section 10.8. Limitation on Guarantor's Liability. 81
Section 10.9. Rights under the Guaranty. . . . . . 81
Section 10.10. Primary Obligations. . . . . . . . . 82
Section 10.11. Release of Guarantors. . . . . . . . 82

ARTICLE 11
MISCELLANEOUS

Section 11.1. Trust Indenture Act Controls . . . . 82
Section 11.2. Notices. . . . . . . . . . . . . . . 82
Section 11.3. Communication by Holders with Other
Holders. . . . . . . . . . . . . . . 84
Section 11.4. Certificate and Opinion as to Conditions
Precedent. . . . . . . . . . . . . . 84
Section 11.5. Statements Required in Certificate or
Opinion. . . . . . . . . . . . . . . 84
Section 11.6. Rules by Trustee and Agents. . . . . 85
Section 11.7. Legal Holidays . . . . . . . . . . . 85
Section 11.8. No Recourse Against Others . . . . . 85
Section 11.9. Governing Law. . . . . . . . . . . . 85
Section 11.10. No Adverse Interpretation of Other
Agreements . . . . . . . . . . . . . 86
Section 11.11. Successors . . . . . . . . . . . . . 86
Section 11.12. Severability . . . . . . . . . . . . 87
Section 11.13. Counterpart Originals. . . . . . . . 87
Section 11.14. Table of Contents, Headings, etc.. . 87

SIGNATURES

EXHIBIT A - FORM OF NOTE. . . . . . . . . . . . . . . A-1

EXHIBIT B - CERTIFICATE OF TRANSFEROR . . . . . . . . B-1

EXHIBIT C - FORM OF GUARANTY. . . . . . . . . . . . . C-1

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