Dole Food Co Inc – ‘S-4’ on 6/25/03 – EX-4.11

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.54M 
                          Business-Combination Transaction                       
 2: EX-1.1      Underwriting Agreement                                44    211K 
28: EX-3.1(AA)  Articles of Incorporation/Organization or By-Laws      9     44K 
29: EX-3.1(AB)  Articles of Incorporation/Organization or By-Laws      3     26K 
30: EX-3.1(AC)  Articles of Incorporation/Organization or By-Laws     10     43K 
31: EX-3.1(AD)  Articles of Incorporation/Organization or By-Laws      4     29K 
32: EX-3.1(AE)  Articles of Incorporation/Organization or By-Laws      3     30K 
33: EX-3.1(AF)  Articles of Incorporation/Organization or By-Laws      6     39K 
34: EX-3.1(AG)  Articles of Incorporation/Organization or By-Laws     11     39K 
35: EX-3.1(AH)  Articles of Incorporation/Organization or By-Laws      4     27K 
36: EX-3.1(AI)  Articles of Incorporation/Organization or By-Laws      4     31K 
37: EX-3.1(AJ)  Articles of Incorporation/Organization or By-Laws     21     69K 
38: EX-3.1(AK)  Articles of Incorporation/Organization or By-Laws      6     34K 
39: EX-3.1(AL)  Articles of Incorporation/Organization or By-Laws      5     40K 
40: EX-3.1(AM)  Articles of Incorporation/Organization or By-Laws      5     32K 
41: EX-3.1(AN)  Articles of Incorporation/Organization or By-Laws      4     31K 
42: EX-3.1(AO)  Articles of Incorporation/Organization or By-Laws      5     36K 
43: EX-3.1(AP)  Articles of Incorporation/Organization or By-Laws      3     31K 
44: EX-3.1(AQ)  Articles of Incorporation/Organization or By-Laws      4     29K 
45: EX-3.1(AR)  Articles of Incorporation/Organization or By-Laws      3     26K 
46: EX-3.1(AS)  Articles of Incorporation/Organization or By-Laws      3     31K 
47: EX-3.1(AT)  Articles of Incorporation/Organization or By-Laws      9     55K 
48: EX-3.1(AU)  Articles of Incorporation/Organization or By-Laws     12     52K 
49: EX-3.1(AV)  Articles of Incorporation/Organization or By-Laws     12     50K 
50: EX-3.1(AW)  Articles of Incorporation/Organization or By-Laws      7     47K 
51: EX-3.1(AX)  Articles of Incorporation/Organization or By-Laws     15     47K 
52: EX-3.1(AY)  Articles of Incorporation/Organization or By-Laws     14     58K 
53: EX-3.1(AZ)  Articles of Incorporation/Organization or By-Laws      8     40K 
 3: EX-3.1(B)   Articles of Incorporation/Organization or By-Laws      5     35K 
54: EX-3.1(BA)  Articles of Incorporation/Organization or By-Laws     11     47K 
55: EX-3.1(BB)  Articles of Incorporation/Organization or By-Laws     19     73K 
56: EX-3.1(BC)  Articles of Incorporation/Organization or By-Laws     21     62K 
57: EX-3.1(BD)  Articles of Incorporation/Organization or By-Laws     16     54K 
58: EX-3.1(BE)  Articles of Incorporation/Organization or By-Laws      9     49K 
59: EX-3.1(BF)  Articles of Incorporation/Organization or By-Laws     18     58K 
60: EX-3.1(BG)  Articles of Incorporation/Organization or By-Laws      5     31K 
61: EX-3.1(BH)  Articles of Incorporation/Organization or By-Laws      3     30K 
62: EX-3.1(BI)  Articles of Incorporation/Organization or By-Laws      5     32K 
63: EX-3.1(BJ)  Articles of Incorporation/Organization or By-Laws      9     41K 
64: EX-3.1(BK)  Articles of Incorporation/Organization or By-Laws      4     30K 
65: EX-3.1(BL)  Articles of Incorporation/Organization or By-Laws      3     30K 
66: EX-3.1(BM)  Articles of Incorporation/Organization or By-Laws      4     29K 
67: EX-3.1(BN)  Articles of Incorporation/Organization or By-Laws      3     30K 
68: EX-3.1(BO)  Articles of Incorporation/Organization or By-Laws      4     31K 
69: EX-3.1(BP)  Articles of Incorporation/Organization or By-Laws      5     38K 
70: EX-3.1(BQ)  Articles of Incorporation/Organization or By-Laws      3     29K 
71: EX-3.1(BR)  Articles of Incorporation/Organization or By-Laws      3     30K 
72: EX-3.1(BS)  Articles of Incorporation/Organization or By-Laws     15     47K 
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 6: EX-3.1(E)   Articles of Incorporation/Organization or By-Laws      2     26K 
 7: EX-3.1(F)   Exhibit 3.1(G)                                         3     28K 
 8: EX-3.1(G)   Articles of Incorporation/Organization or By-Laws      9     43K 
 9: EX-3.1(H)   Articles of Incorporation/Organization or By-Laws     10     50K 
10: EX-3.1(I)   Articles of Incorporation/Organization or By-Laws     17     65K 
11: EX-3.1(J)   Articles of Incorporation/Organization or By-Laws      1     23K 
12: EX-3.1(K)   Articles of Incorporation/Organization or By-Laws      2     26K 
13: EX-3.1(L)   Articles of Incorporation/Organization or By-Laws      3     30K 
14: EX-3.1(M)   Articles of Incorporation/Organization or By-Laws      3     27K 
15: EX-3.1(N)   Articles of Incorporation/Organization or By-Laws      6     32K 
16: EX-3.1(O)   Articles of Incorporation/Organization or By-Laws      2     26K 
17: EX-3.1(P)   Articles of Incorporation/Organization or By-Laws     16     62K 
18: EX-3.1(Q)   Articles of Incorporation/Organization or By-Laws     10     44K 
19: EX-3.1(R)   Articles of Incorporation/Organization or By-Laws      3     29K 
20: EX-3.1(S)   Articles of Incorporation/Organization or By-Laws      9     41K 
21: EX-3.1(T)   Articles of Incorporation/Organization or By-Laws     10     45K 
22: EX-3.1(U)   Articles of Incorporation/Organization or By-Laws      6     38K 
23: EX-3.1(V)   Articles of Incorporation/Organization or By-Laws      5     30K 
24: EX-3.1(W)   Articles of Incorporation/Organization or By-Laws      4     32K 
25: EX-3.1(X)   Articles of Incorporation/Organization or By-Laws      2     25K 
26: EX-3.1(Y)   Articles of Incorporation/Organization or By-Laws      2     26K 
27: EX-3.1(Z)   Exhibit 3.1                                            2     26K 
73: EX-3.2(B)   Articles of Incorporation/Organization or By-Laws     17     84K 
77: EX-4.11     Instrument Defining the Rights of Security Holders   168    680K 
78: EX-4.12     Instrument Defining the Rights of Security Holders     6     40K 
74: EX-4.5      Instrument Defining the Rights of Security Holders     4     34K 
75: EX-4.6      Instrument Defining the Rights of Security Holders     7     46K 
76: EX-4.8      Instrument Defining the Rights of Security Holders     6     40K 
79: EX-5.1      Opinion re: Legality                                   5     39K 
80: EX-10.2     Material Contract                                    157    409K 
81: EX-12.1     Statement re: Computation of Ratios                    2±    26K 
82: EX-23.2     Consent of Experts or Counsel                          1     23K 
83: EX-25.1     Statement re: Eligibility of Trustee                HTML     81K 
84: EX-99.1     Miscellaneous Exhibit                               HTML     82K 
85: EX-99.2     Miscellaneous Exhibit                               HTML     37K 
86: EX-99.3     Miscellaneous Exhibit                               HTML     26K 
87: EX-99.4     Miscellaneous Exhibit                               HTML     31K 
88: EX-99.5     Miscellaneous Exhibit                               HTML     30K 

EX-4.11   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

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                                                                    EXHIBIT 4.11

DOLE FOOD COMPANY, INC.,

 AS ISSUER

THE GUARANTORS PARTY HERETO,

 AS GUARANTORS

7-1/4% SENIOR NOTES DUE 2010

----------

 INDENTURE

DATED AS OF MAY 29, 2003

----------

 WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS TRUSTEE

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

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CROSS-REFERENCE TABLE*

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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)......................................................................... 7.3, 7.8, 7.10   
          (c)......................................................................... N.A.             
       311(a)......................................................................... 7.11             
          (b)......................................................................... 7.11             
          (c)......................................................................... N.A.             
       312(a)......................................................................... 2.5              
          (b)......................................................................... 13.3             
          (c)......................................................................... 13.3             
       313(a)......................................................................... 7.6              
          (b)(1)...................................................................... N.A.             
          (b)(2)...................................................................... 7.6              
          (c)......................................................................... 7.6, 13.2        
       314(a)......................................................................... 4.3, 4.4         
          (b)......................................................................... N.A.             
          (c)(1)...................................................................... 13.4             
          (c)(2)...................................................................... 13.4             
          (c)(3)...................................................................... 13.4             
          (d)......................................................................... N.A.             
          (e)......................................................................... 13.5             
          (f)......................................................................... N.A.             
       315(a)......................................................................... 7.2              
          (b)......................................................................... 7.5, 13.2        
          (c)......................................................................... 7.1              
          (d)......................................................................... 7.1              
          (e)......................................................................... 6.12             
       316(a)(last sentence).......................................................... 2.9              
          (a)(1)(A)................................................................... 6.5              
          (a)(1)(B)................................................................... 6.4              
          (a)(2)...................................................................... N.A.             
          (b)......................................................................... 6.7              
          (c)......................................................................... N.A.             
       317(a)(1)...................................................................... 6.8              
          (a)(2)...................................................................... 6.10             
          (b)......................................................................... 2.4              
       318(a)......................................................................... 13.1             
          (b)......................................................................... N.A.             
          (c)......................................................................... 13.1             

N.A. MEANS NOT APPLICABLE.                                                      

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

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 TABLE OF CONTENTS

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                                                  ARTICLE I.                                                     

                                 DEFINITIONS AND INCORPORATION BY REFERENCE                                      

Section 1.1. Definitions......................................................................................1  
Section 1.2. Other Definitions...............................................................................31  
Section 1.3. Incorporation by Reference of Trust Indenture Act...............................................32  
Section 1.4. Rules of Construction...........................................................................32  
Section 1.5. Acts of Holders.................................................................................33  

                                                 ARTICLE II.                                                     

                                                  THE NOTES                                                      

Section 2.1. Form and Dating.................................................................................34  
Section 2.2. Execution and Authentication....................................................................35  
Section 2.3. Registrar and Paying Agent......................................................................36  
Section 2.4. Paying Agents to Hold Money in Trust............................................................36  
Section 2.5. Holder Lists....................................................................................37  
Section 2.6. Transfer and Exchange...........................................................................37  
Section 2.7. Replacement Notes...............................................................................46  
Section 2.8. Outstanding Notes...............................................................................46  
Section 2.9. Treasury Notes..................................................................................47  
Section 2.10. Temporary Notes................................................................................47  
Section 2.11. Cancellation...................................................................................47  
Section 2.12. Defaulted Interest.............................................................................48  
Section 2.13. Persons Deemed Owners..........................................................................48  
Section 2.14. CUSIP Numbers..................................................................................48  

                                                 ARTICLE III.                                                    

                                         REDEMPTION AND REPURCHASE                                               

Section 3.1. Notices to Trustee..............................................................................49  
Section 3.2. Selection of Notes..............................................................................49  
Section 3.3. Notice of Optional or Special Redemption........................................................50  
Section 3.4. Effect of Notice of Redemption..................................................................51  
Section 3.5. Deposit of Redemption Price or Purchase Price...................................................51  
Section 3.6. Notes Redeemed or Repurchased in Part...........................................................52  
Section 3.7. Optional Redemption.............................................................................52  
Section 3.8. Optional Redemption Upon Equity Offerings.......................................................52  

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Section 3.9. Repurchase upon Change of Control Offer.........................................................52  
Section 3.10. Repurchase upon Application of Excess Proceeds.................................................55  

                                                 ARTICLE IV.                                                     

                                                  COVENANTS                                                      

Section 4.1. Payment of Principal and Interest...............................................................57  
Section 4.2. Maintenance of Office or Agency.................................................................57  
Section 4.3. Reports.........................................................................................58  
Section 4.4. Compliance Certificate..........................................................................58  
Section 4.5. Taxes...........................................................................................59  
Section 4.6. Stay, Extension and Usury Laws..................................................................59  
Section 4.7. Limitation on Restricted Payments...............................................................60  
Section 4.8. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.........64  
Section 4.9. Limitation on Incurrence of Additional Indebtedness.............................................66  
Section 4.10. Limitation on Asset Sales......................................................................66  
Section 4.11. Limitations on Transactions with Affiliates....................................................69  
Section 4.12. Limitation on Liens............................................................................71  
Section 4.13. Continued Existence............................................................................72  
Section 4.14. Insurance Matters..............................................................................72  
Section 4.15. Offer to Repurchase upon Change of Control.....................................................72  
Section 4.16. Additional Subsidiary Guarantees...............................................................73  
Section 4.17. Conduct of Business............................................................................74  
Section 4.18. Payments for Consent...........................................................................74  
Section 4.19. Limitation on Issuance of Preferred Stock of Restricted Subsidiaries...........................74  
Section 4.20. Prohibition on Incurrence of Senior Subordinated Guarantees....................................74  
Section 4.21. Limitation of Guarantees by Restricted Subsidiaries............................................74  
Section 4.22. Capital Call Agreement.........................................................................75  
Section 4.23. Existing Notes Covenants.......................................................................75  

                                                 ARTICLE V.                                                      

                                                 SUCCESSORS                                                      

Section 5.1. Merger, Consolidation and Sale of Assets........................................................81  
Section 5.2. Successor Corporation Substituted...............................................................83  

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                                                 ARTICLE VI.                                                     

                                            DEFAULTS AND REMEDIES                                                

Section 6.1. Events of Default...............................................................................83  
Section 6.2. Acceleration....................................................................................85  
Section 6.3. Other Remedies..................................................................................86  
Section 6.4. Waiver of Past Defaults.........................................................................87  
Section 6.5. Control by Majority.............................................................................87  
Section 6.6. Limitation on Suits.............................................................................87  
Section 6.7. Rights of Holders of Notes To Receive Payment...................................................88  
Section 6.8. Collection Suit by Trustee......................................................................88  
Section 6.9. Notice..........................................................................................88  
Section 6.10. Trustee May File Proofs of Claim...............................................................88  
Section 6.11. Priorities.....................................................................................89  
Section 6.12. Undertaking for Costs..........................................................................89  

                                                ARTICLE VII.                                                     

                                                  TRUSTEE                                                        

Section 7.1. Duties of Trustee...............................................................................90  
Section 7.2. Rights of Trustee...............................................................................91  
Section 7.3. Individual Rights of Trustee....................................................................92  
Section 7.4. Trustee's Disclaimer............................................................................92  
Section 7.5. Notice of Defaults..............................................................................93  
Section 7.6. Reports by Trustee to Holder of the Notes.......................................................93  
Section 7.7. Compensation, Reimbursement and Indemnity.......................................................93  
Section 7.8. Replacement of Trustee..........................................................................94  
Section 7.9. Successor Trustee by Merger, Etc. ..............................................................95  
Section 7.10. Eligibility; Disqualification..................................................................96  
Section 7.11. Preferential Collection of Claims Against Company..............................................96  

                                                ARTICLE VIII.                                                    

                                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE                                       

Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance........................................96  
Section 8.2. Legal Defeasance and Discharge..................................................................96  
Section 8.3. Covenant Defeasance.............................................................................97  
Section 8.4. Conditions to Legal or Covenant Defeasance......................................................97  
Section 8.5. Deposited Money and U.S. Government Obligations To Be Held in Trust; Other Miscellaneous            
                   Provisions................................................................................99  
Section 8.6. Repayment to the Company.......................................................................100  
Section 8.7. Reinstatement..................................................................................100  

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                                                  ARTICLE IX.                                                    

                                       AMENDMENT, SUPPLEMENT AND WAIVER                                          

Section 9.1. Without Consent of Holders of Notes............................................................100  
Section 9.2. With Consent of Holders of Notes...............................................................101  
Section 9.3. Compliance with Trust Indenture Act............................................................103  
Section 9.4. Revocation and Effect of Consents..............................................................103  
Section 9.5. Notation on or Exchange of Notes...............................................................103  
Section 9.6. Trustee To Sign Amendment, Etc. ...............................................................104  

                                                  ARTICLE X.                                                     

                                       SUBORDINATION OF THE GUARANTEES                                           

Section 10.1. Guarantees Subordinated to Guarantor Senior Debt..............................................104  
Section 10.2. Suspension of Payment When Guarantor Senior Debt Is in Default................................105  
Section 10.3. Guarantees Subordinated to Prior Payment of All Guarantor Senior Debt on Dissolution,              
                   Liquidation or Reorganization of the Guarantors..........................................106  
Section 10.4. Payments May Be Paid Prior to Dissolution.....................................................108  
Section 10.5. Holders To Be Subrogated to Rights of Holders of Guarantor Senior Debt........................108  
Section 10.6. Obligations of Guarantors Unconditional.......................................................109  
Section 10.7. Notice to Trustee.............................................................................109  
Section 10.8. Reliance on Judicial Order or Certificate of Liquidating Agent................................110  
Section 10.9. Trustee's Relation to Guarantor Senior Debt...................................................110  
Section 10.10. Subordination Rights Not Impaired by Acts or Omissions of the Guarantors or Holders of            
                   Guarantor Senior Debt....................................................................110  
Section 10.11. Securityholders Authorize Trustee To Effectuate Subordination of Guarantees..................111  
Section 10.12. This Article X Not To Prevent Events of Default..............................................112  
Section 10.13. Trustee's Compensation Not Prejudiced........................................................112  

                                                  ARTICLE XI.                                                    

                                                  GUARANTEE                                                      

Section 11.1. Unconditional Guarantee.......................................................................112  
Section 11.2. Severability..................................................................................113  
Section 11.3. Limitation of Guarantor's Liability...........................................................113  
Section 11.4. Release of Guarantor..........................................................................113  

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Section 11.5. Immediate Payment.............................................................................114  
Section 11.6. Waiver of Subrogation.........................................................................114  
Section 11.7. Execution of Guarantee........................................................................115  
Section 11.8. Waiver of Stay, Extension or Usury Laws.......................................................115  

                                                  ARTICLE XII.                                                   

                                           SATISFACTION AND DISCHARGE                                            

Section 12.1. Satisfaction and Discharge....................................................................115  
Section 12.2. Application of Trust..........................................................................116  

                                                  ARTICLE XIII.                                                  

                                                  MISCELLANEOUS                                                  

Section 13.1. Trust Indenture Act Controls..................................................................117  
Section 13.2. Notices.......................................................................................117  
Section 13.3. Communication by Holders of Notes with Other Holders of Notes.................................118  
Section 13.4. Certificate and Opinion as to Conditions Precedent............................................118  
Section 13.5. Statements Required in Certificate or Opinion.................................................119  
Section 13.6. Rules by Trustee and Agents...................................................................119  
Section 13.7. No Personal Liability of Directors, Officers, Employees and Stockholders......................119  
Section 13.8. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial...............................120  
Section 13.9. No Adverse Interpretation of Other Agreements.................................................120  
Section 13.10. Successors...................................................................................121  
Section 13.11. Severability.................................................................................121  
Section 13.12. Counterpart Originals........................................................................121  
Section 13.13. Table of Contents, Headings, Etc. ...........................................................121  
Section 13.14. Qualification of Indenture...................................................................121  

EXHIBITS

Exhibit A         Form of Series A Note                                         

Exhibit B         Form of Series B Note                                         

Exhibit C         Form of Guarantee                                             

Exhibit D(1)      Form of Regulation S Certification                            

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Exhibit D(2)      Form of Certificate to Be Delivered upon Exchange or          
Registration of Transfer of Notes           

Exhibit E         Form of Certificate to Be Delivered in Connection with        
Transfers to Non-QIB Accredited Investors   

Exhibit F         Form of Certificate to Be Delivered in Connection with        
Transfers Pursuant to Regulation S          

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 INDENTURE

               INDENTURE dated as of May 29, 2003 among Dole Food Company,
Inc., a Delaware corporation (the "Company"), the Guarantors (as defined herein)
listed on Schedule A hereto and Wells Fargo Bank, National Association, as      
trustee (the "Trustee").                                                        

             Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders (as defined below) 
of the Company's 7-1/4% Senior Notes due 2010:                                  

ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1. Definitions.                                                       

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

                  "Additional Interest" means all additional interest then owing
pursuant to Section 4 of the Registration Rights Agreement.                     

              "Additional Notes" means Notes, in addition to, and having
identical terms as, the $400,000,000 aggregate principal amount of Series A     
Notes issued on the Issue Date (or the Series B Notes issued in exchange for the
Series A Notes issued on the Issue Date), issued pursuant to Article II and in  
compliance with Section 4.9                                                     

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

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

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                 "Asset Acquisition" means (1) an Investment by the Company or
any Restricted Subsidiary of the Company in any other Person pursuant to which  
such Person shall become a Restricted Subsidiary of the Company or any          
Restricted Subsidiary of the Company, or shall be merged with or into the       
Company or any Restricted Subsidiary of the Company, or (2) the acquisition by  
the Company or any Restricted Subsidiary of the Company of the assets of any    
Person (other than a Restricted Subsidiary of the Company) which constitutes all
or substantially all of the assets of such Person or comprises any division or  
line of business of such Person or any other properties or assets of such Person
other than in the ordinary course of business.                                  

             "Asset Sale" means any direct or indirect sale, issuance,
conveyance, transfer, lease (other than operating leases entered into in the    
ordinary course of business), assignment or other transfer for value by the     
Company or any of its Restricted Subsidiaries (including any Sale and Leaseback 
Transaction) to any Person other than the Company, a Guarantor or a Wholly Owned
Restricted Subsidiary of the Company of: (1) any Capital Stock of any Restricted
Subsidiary of the Company; or (2) any other property or assets of the Company or
any Restricted Subsidiary of the Company other than in the ordinary course of   
business; provided, however, that none of the following shall be considered an  
Asset Sale: (a) a transaction or series of related transactions for which the   
Company or its Restricted Subsidiaries receive aggregate consideration of less  
than $5.0 million; (b) the sale, lease, conveyance, disposition or other        
transfer of all or substantially all of the assets of the Company as permitted  
under Article V; (c) the grant of Liens not prohibited by this Indenture; (d)   
any Restricted Payment permitted by Section 4.7 or that constitutes a Permitted 
Investment; (e) the sale or discount, in each case without recourse, of accounts
receivable arising in the ordinary course of business, but only in connection   
with the compromise or collection thereof; and (f) disposals or replacements of 
obsolete, worn out, uneconomical or surplus property or equipment.              

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

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

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

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

                "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in the City of New York or at a place of 
payment are authorized by law, regulation or executive order to remain closed.  
If a payment date is not a Business Day at a place of payment, payment may be   
made at that place on the next succeeding day that is a Business Day, and no    
interest shall accrue for the intervening period.                               

             "Capital Call Agreement" means the Capital Call Agreement
dated as of March 28, 2003, by and among David H. Murdock, Holdings and Deutsche
Bank AG New York Branch, as administrative agent, as amended through and        
including the Issue Date.                                                       

"Capital Stock" means:                      

                 (1) with respect to any Person that is a corporation, any and
     all shares, interests, participations or other equivalents (however
     designated and whether or not voting) of corporate stock, including
        each class of Common Stock and Preferred Stock of such Person, and all
     options, warrants or other rights to purchase or acquire any of the
foregoing; and                                                

                 (2) with respect to any Person that is not a corporation, any
   and all partnership, membership or other equity interests of such
  Person, and all options, warrants or other rights to purchase or
acquire any of the foregoing.                                 

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

"Cash Equivalents" means:                   

               (1) U.S. dollars, pounds sterling, Euros or, in the case of
     any Foreign Restricted Subsidiary, such local currencies held by it
from time to time in the ordinary course of business;         

               (2) securities issued by, or unconditionally guaranteed by,
         the United States Government, the governments of Canada, Japan, Sweden,
        Switzerland or the member states of the United Kingdom or the European
        Union or issued by any agency thereof and backed by the full faith and
credit of the United States, Canada, Japan,                   

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       Sweden, Switzerland or the member states of the United Kingdom or the
        European Union, in each case maturing within one year from the date of
acquisition thereof;                                          

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

                (4) commercial paper maturing no more than one year from the
    date of creation thereof and, at the time of acquisition, having a
rating of at least A-1 from S&P or at least P-1 from Moody's; 

                (5) certificates of deposit or bankers' acceptances maturing
         within one year from the date of acquisition thereof issued by any bank
       organized under the laws of the United States of America or any state
     thereof or the District of Columbia or any U.S. branch of a foreign
     bank having at the date of acquisition thereof combined capital and
 surplus of not less than $250.0 million or by a commercial bank
       organized under the laws of a country recognized by the United States
  which has a combined capital and surplus of not less than $250.0
       million (or the foreign currency equivalent thereof); or money market
funds sponsored by a registered broker dealer or mutual fund  
distributor;                                                  

(6) eurodollar time deposits;               

                 (7) repurchase obligations with a term of not more than seven
        days for underlying securities of the types described in clause (1) or
 (2) above entered into with any bank meeting the qualifications
specified in clause (5) above; and                            

      (8) investments in money market funds which invest
        substantially all their assets in securities of the types described in
clauses (1) through (7) above;                                

provided that for purposes of the subordination provisions, the term "Cash      
Equivalents" shall not include obligations of the type referred to in clause    
(7).                                                                            

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

           (1) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or    
   substantially all of the assets of the Company or Holdings to any
         Person or group of related Persons for purposes of Section 13(d) of the
         Exchange Act (a "Group"), together with any Affiliates thereof (whether
or not otherwise                                              

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         in compliance with the provisions of this Indenture), other than to the
Permitted Holders;                                            

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

                 (3) any Person or Group (other than the Permitted Holders and
      any entity formed by the Permitted Holders for the purpose of owning
   Capital Stock of the Company) shall become the owner, directly or
         indirectly, beneficially or of record, of shares representing more than
      50% of the aggregate ordinary voting power represented by the issued
and outstanding Capital Stock of the Company or Holdings; or  

                  (4) the replacement of a majority of the Board of Directors of
       the Company or Holdings over a two-year period from the directors who
       constituted the Board of Directors of the Company or Holdings, as the
    case may be, at the beginning of such period, and such replacement
   shall not have been approved by a vote of either the holders of a
    majority of the shares of Common Stock of Holdings (so long as the
       Permitted Holders hold a majority of the Common Stock of Holdings) or
 at least a majority of the Board of Directors of the Company or
    Holdings, as the case may be, then still in office who either were
       members of such Board of Directors at the beginning of such period or
         whose election as a member of such Board of Directors was previously so
approved.                                                     

                  "Clearstream" shall mean Clearstream Banking, Societe Anonyme,
Luxembourg.                                                                     

              "Commission" means the Securities and Exchange Commission.

                "Commodities Agreements" means commodity agreements, hedging
agreements and other similar agreements or arrangements designed to protect the 
Company or any Restricted Subsidiary of the Company against price fluctuations  
of commodities (e.g., fuel) used in their respective businesses.                

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

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       "Company" means Dole Food Company, Inc., a Delaware
corporation, until a successor Person shall have become such pursuant to the    
applicable provisions of this Indenture, and thereafter means such successor    
Person.                                                                         

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

(1) Consolidated Net Income; and            

              (2) to the extent Consolidated Net Income has been reduced
thereby:                                                      

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

            (b) Consolidated Interest Expense; and

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

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

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

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

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                  (2) any Asset Sales or other disposition or Asset Acquisitions
      (including, without limitation, any Asset Acquisition giving rise to
        the need to make such calculation as a result of such Person or one of
 its Restricted Subsidiaries (including any Person who becomes a
        Restricted Subsidiary as a result of the Asset Acquisition) incurring,
       assuming or otherwise being liable for Acquired Indebtedness and also
        including any Consolidated EBITDA attributable to the assets which are
         the subject of the Asset Acquisition or Asset Sale or other disposition
   during the Four Quarter Period) occurring during the Four Quarter
      Period or at any time subsequent to the last day of the Four Quarter
       Period and on or prior to the Transaction Date, as if such Asset Sale
      or other disposition or Asset Acquisition (including the incurrence,
         assumption or liability for any such Acquired Indebtedness) occurred on
the first day of the Four Quarter Period.                     

                 For purposes of this definition, whenever pro forma effect is
to be given to an Asset Acquisition and the amount of income or earnings        
relating thereto, the pro forma calculations shall be determined in good faith  
by a responsible financial or accounting Officer of the Company and shall comply
with the requirements of Rule 11-02 of Regulation S-X promulgated by the        
Commission, except that such pro forma calculations may include operating       
expense reductions for such period resulting from the acquisition which is being
given pro forma effect that have been realized or for which the steps necessary 
for realization have been taken or are reasonably expected to be taken within   
six months following any such Asset Acquisition, including, but not limited to, 
the execution or termination of any contracts, the termination of any personnel 
or the closing (or approval by the Board of Directors of the Company of any     
closing) of any facility, as applicable, provided that, in either case, such    
adjustments are set forth in an Officers' Certificate signed by the Company's   
chief financial officer and another Officer which states (i) the amount of such 
adjustment or adjustments, (ii) that such adjustment or adjustments are based on
the reasonable good faith beliefs of the Officers executing such Officers'      
Certificate at the time of such execution and (iii) that any related incurrence 
of Indebtedness is permitted pursuant to this Indenture.                        

                 If such Person or any of its Restricted Subsidiaries directly
or indirectly guarantees Indebtedness of a third Person, the preceding sentence 
shall give effect to the incurrence of such guaranteed Indebtedness as if such  
Person or any Restricted Subsidiary of such Person had directly incurred or     
otherwise assumed such guaranteed Indebtedness.                                 

                Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator (but not the numerator) of this         
"Consolidated Fixed Charge Coverage Ratio":                                     

            (1) interest on outstanding Indebtedness determined on a
         fluctuating basis as of the Transaction Date and which will continue to
be so determined thereafter shall                             

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       be deemed to have accrued at a fixed rate per annum equal to the rate
         of interest on such Indebtedness in effect on the Transaction Date; and

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

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

                 (1) Consolidated Interest Expense (excluding the amortization
or write-off of deferred financing costs); plus               

                 (2) the product of (x) the amount of all dividend payments on
 any series of Preferred Stock of such Person and, to the extent
         permitted under this Indenture, its Restricted Subsidiaries (other than
       dividends paid in Qualified Capital Stock) paid, accrued or scheduled
    to be paid or accrued during such period times (y) a fraction, the
         numerator of which is one and the denominator of which is one minus the
         then current effective consolidated federal, state and local income tax
rate of such Person, expressed as a decimal.                  

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

                (1) the aggregate of the interest expense of such Person and
its Restricted Subsidiaries for such period determined on a   
consolidated basis in accordance with GAAP, including without 
       limitation: (a) any amortization of debt discount and amortization or
         write-off of deferred financing costs; (b) the net costs under Interest
      Swap Obligations; (c) all capitalized interest; and (d) the interest
portion of any deferred payment obligation; and               

               (2) the interest component of Capitalized Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued by such Person and
   its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP.                   

                "Consolidated Net Income" means, with respect to any Person,
for any period, the aggregate net income (or loss) of such Person and its       
Restricted Subsidiaries for such period on a consolidated basis, determined in  
accordance with GAAP; provided that there shall be excluded therefrom (without  
duplication):                                                                   

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            (1) after-tax gains and losses from Asset Sales (without
   regard to the $5.0 million limitation set forth in the definition
thereof) or abandonments or reserves relating thereto;        

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

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

                  (4) the net income (but not loss) of any Restricted Subsidiary
        of the referent Person to the extent that the declaration of dividends
       or similar distributions by that Restricted Subsidiary of that income
    is restricted by a contract, operation of law or otherwise, unless
received;                                                     

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

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

               (7) income or loss attributable to discontinued operations;
and                                                           

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

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

                  (i) any premiums, fees or expenses incurred in connection with
the going-private merger transaction and related transactions 
consummated on March 28, 2003; and                            

                 (ii) the amortization, depreciation or non-cash charge of any
    amounts required or permitted by Statement of Financial Accounting
        Standards No. 141, "Business Combinations," and No. 142, "Goodwill and
  Other Intangible Assets," or any successor pronouncements of the
        Financial Accounting Standards Board or with respect to the impairment
of the value of any long-lived assets.                        

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                 "Consolidated Net Worth" of any Person means the consolidated
stockholders' equity of such Person, determined on a consolidated basis in      
accordance with GAAP, less (without duplication) amounts attributable to        
Disqualified Capital Stock of such Person.                                      

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

               "Corporate Trust Office of the Trustee" means the principal
office of the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereto is located at 707 Wilshire        
Boulevard, 17th floor, Los Angeles, California 90017, Attention: Corporate Trust
Department, or such other address as the Trustee may designate from time to time
by notice to the Holders and the Company, or the principal corporate trust      
office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by notice to the Holders and the Company).      

                 "Credit Agreement" means the Credit Agreement entered into on
March 28, 2003, among Holdings, the Company, Solvest Ltd., the lenders party    
thereto in their capacities as lenders thereunder and Deutsche Bank AG New York 
Branch, as administrative agent, The Bank of Nova Scotia and Bank of America,   
N.A., as co-syndication agents, and Fleet National Bank and Societe Generale, as
co-documentation agents, together with the related documents thereto (including,
without limitation, any guarantee agreements and security documents), in each   
case as such agreements may be amended (including any amendment and restatement 
thereof), supplemented or otherwise modified from time to time, including any   
agreement extending the maturity of, refinancing, replacing or otherwise        
restructuring (including, without limitation, increasing the amount of available
borrowings thereunder or adding Restricted Subsidiaries of the Company as       
additional borrowers or guarantors thereunder) all or any portion of the        
Indebtedness under such agreement or any successor or replacement agreement or  
agreements and whether by the same or any other agent, lender or group of       
lenders.                                                                        

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

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

             "Depositary" means, with respect to the Notes issuable in
whole or in part in global form, the Person specified in Section 2.6 hereof as  
the Depositary with respect to the                                              

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Notes, until a successor shall have been appointed and become such pursuant to  
the applicable provisions or this Indenture, and, thereafter, "Depositary" shall
mean or include such successor.                                                 

                  "Disqualified Capital Stock" means that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is     
convertible or for which it is exchangeable at the option of the holder         
thereof), or upon the happening of any event (other than an event which would   
constitute a Change of Control or an Asset Sale and other than an event of      
default as a result of the bankruptcy, insolvency or similar event of the issuer
thereof contained in a security into which such Capital Stock is convertible or 
for which it is exchangeable), matures or is mandatorily redeemable, pursuant to
a sinking fund obligation or otherwise, or is redeemable at the sole option of  
the holder thereof (except, in each case, upon the occurrence of a Change of    
Control or an Asset Sale and other than an event of default as a result of the  
bankruptcy, insolvency or similar event of the issuer thereof contained in a    
security into which such Capital Stock is convertible or for which it is        
exchangeable), on or prior to the final maturity date of the Notes.             

                  "Domestic Restricted Subsidiary" means a Restricted Subsidiary
incorporated or otherwise organized or existing under the laws of the United    
States, any state thereof or any territory or possession of the United States.  

                  "Equity Offering" means any public or private sale or issuance
of Qualified Capital Stock of Holdings or the Company; provided that, in the    
event of an Equity Offering by Holdings, Holdings contributes to the capital of 
the Company the portion of the net cash proceeds of such Equity Offering        
necessary to pay the aggregate redemption price (plus accrued interest to the   
redemption date) of the Notes to be redeemed pursuant to Section 3.8.           

                "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System.                           

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

              "Exchange Offer" means the offer that shall be made by the
Company pursuant to the Registration Rights Agreement to exchange Series A Notes
for Series B Notes.                                                             

          "Existing Note Guarantees" means the joint and several
guarantees of the Company's obligations under the Existing Notes Indenture and  
the Existing Notes on a senior subordinated basis.                              

              "Existing Notes" means (i) the $400.0 million in aggregate
principal amount of the Company's 8.625% senior notes due 2009 and (ii) the     
$155.0 million in aggregate principal amount of the Company's 8.75% debentures  
due 2013.                                                                       

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                  "Existing Notes Indenture" means that certain Indenture, dated
as of July 15, 1993, between the Company and Chemical Trust Company of          
California, as trustee, as the same may be amended, supplemented or modified    
from time to time in accordance with the terms thereof.                         

           "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market   
transaction, for cash, between a willing seller and a willing and able buyer,   
neither of whom is under undue pressure or compulsion to complete the           
transaction. Fair market value shall be determined by the Board of Directors of 
the Company acting reasonably and in good faith and shall be evidenced by a     
Board Resolution of the Board of Directors of the Company delivered to the      
Trustee.                                                                        

        "Foreign Restricted Subsidiary" means any Restricted
Subsidiary other than a Domestic Restricted Subsidiary.                         

             "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 may be approved by a significant segment of  
the accounting profession of the United States, which were in effect as of March
28, 2003.                                                                       

          "Guarantee" has the meaning set forth in Section 11.1.

            "Guarantor" means: (1) certain of the Company's Domestic
Restricted Subsidiaries as of the Issue Date; and (2) each of the Company's     
Restricted Subsidiaries that in the future executes a supplemental indenture in 
which such Restricted Subsidiary agrees to be bound by the terms of this        
Indenture as a Guarantor; provided that any Person constituting a Guarantor as  
described above shall cease to constitute a Guarantor when its respective       
Guarantee is released in accordance with the terms of this Indenture.           

                  "Guarantor Designated Senior Debt" means (1) Indebtedness of a
Guarantor under or in respect of the Credit Agreement and (2) any other         
Indebtedness of a Guarantor constituting Guarantor Senior Debt which, at the    
time of determination, has an aggregate principal amount of at least $50.0      
million and is specifically designated in the instrument evidencing such        
Guarantor Senior Debt as "Guarantor Designated Senior Debt" by the Company.     

                 "Guarantor Senior Debt" means, with respect to any Guarantor:
the principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an      
allowed claim under applicable law) on any Indebtedness of, or guaranteed by, a 
Guarantor, whether outstanding on the Issue Date or thereafter created, incurred
or assumed, unless, in the case of any particular Indebtedness, the instrument  

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

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

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

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

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

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

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

                  (2) Indebtedness to, or guaranteed on behalf of, any director,
 officer or employee of such Guarantor or any Subsidiary of such
Guarantor (including, without limitation, amounts owed for    
compensation);                                                

                  (3) Indebtedness to trade creditors and other amounts incurred
     in connection with obtaining goods, materials or services; provided
         that obligations incurred pursuant to the Credit Agreement shall not be
excluded pursuant to this clause (3);                         

               (4) Indebtedness represented by Disqualified Capital Stock;

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

                 (6) that portion of any Indebtedness incurred in violation of
         Section 4.9 (but, as to any such obligation, no such violation shall be
     deemed to exist for purposes of this clause (6) if the holder(s) of
such obligation or their representative shall have received an
      officer's certificate (and/or a representation or warranty) from the
         Company to the effect that the incurrence of such Indebtedness does not
        (or, in the case of revolving credit indebtedness, that the incurrence
of the entire committed amount                                

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       thereof at the date on which the initial borrowing thereunder is made
would not) violate such Section);                             

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

               (8) the guarantees of the Existing Notes or the Guarantees;
and                                                           

                 (9) with respect to any Guarantor, any Indebtedness which is,
     by its express terms, subordinated in right of payment to any other
Indebtedness of such Guarantor.                               

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

          "Holdings" means DHM Holding Company, Inc., a Delaware
corporation and the parent of the Company.                                      

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

          (1) all Obligations of such Person for borrowed money;

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

         (3) all Capitalized Lease Obligations of such Person;

               (4) all Obligations of such Person issued or assumed as the
       deferred purchase price of property, all conditional sale obligations
        and all Obligations under any title retention agreement (but excluding
     trade accounts payable and other accrued liabilities arising in the
         ordinary course of business that are not overdue by 120 days or more or
       are being contested in good faith by appropriate proceedings promptly
      instituted and diligently conducted and payables under the Company's
        grower loans program in the ordinary course of business and consistent
with past practice);                                          

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

                 (6) guarantees and other contingent obligations in respect of
      Indebtedness referred to in clauses (1) through (5) above and clause
(8) below;                                                    

                (7) all Obligations of any other Person of the type referred
    to in clauses (1) through (6) which are secured by any Lien on any
property or asset of such Person, the                         

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     amount of such Obligation being deemed to be the lesser of the fair
        market value of such property or asset or the amount of the Obligation
so secured;                                                   

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

                 (9) all Disqualified Capital Stock issued by such Person with
     the amount of Indebtedness represented by such Disqualified Capital
  Stock being equal to the greater of its voluntary or involuntary
    liquidation preference and its maximum fixed repurchase price, but
excluding accrued dividends, if any.                          

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

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

                "Independent Financial Advisor" means a firm: (1) which does
not, and whose directors, officers and employees or Affiliates do not, have a   
direct or indirect financial interest in the Company; and (2) which, in the     
judgment of the Board of Directors of the Company, is otherwise independent and 
qualified to perform the task for which it is to be engaged.                    

                  "Initial Purchasers" means Deutsche Bank Securities Inc., Banc
of America Securities LLC, Scotia Capital (USA) Inc., Fleet Securities, Inc.,   
Goldman, Sachs & Co. and SG Cowen Securities Corporation.                       

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

                 "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a    
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or   
use of others), or any purchase or acquisition by such Person of                

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any Capital Stock, bonds, notes, debentures or other securities or evidences of 
Indebtedness issued by, any other Person. "Investment" shall exclude extensions 
of trade credit by the Company and its Restricted Subsidiaries on commercially  
reasonable terms in accordance with normal trade practices of the Company or    
such Restricted Subsidiaries, as the case may be. If the Company or any         
Restricted Subsidiary of the Company sells or otherwise disposes of any Common  
Stock of any direct or indirect Restricted Subsidiary of the Company such that, 
after giving effect to any such sale or disposition, the Company no longer owns,
directly or indirectly, 50% of the outstanding Common Stock of such Restricted  
Subsidiary, the Company shall be deemed to have made an Investment on the date  
of any such sale or disposition equal to the fair market value of the Common    
Stock of such Restricted Subsidiary not sold or disposed of.                    

                  "Issue Date" means May 29, 2003, the date of original issuance
of the Notes.                                                                   

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

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

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

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

                 (3) repayment of Indebtedness that is secured by the property
        or assets that are the subject of such Asset Sale or that is required,
       pursuant to an agreement or instrument existing on the Issue Date, to
       be repaid from the proceeds of such Asset Sale other than pursuant to
this Indenture; and                                           

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

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 environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale.                  

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

               "Notes" means the Series A Notes and the Series B Notes, if
any, that are issued under this Indenture, as amended or supplemented from time 
to time.                                                                        

               "Obligations" means all obligations for principal, premium,
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect        
thereto, whether or not such interest is an allowed claim under applicable law),
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.                     

           "Offering Memorandum" shall mean the Company's offering
memorandum dated May 14, 2003, whereby the Company offered $400,000,000         
aggregate principal amount of its Series A Notes.                               

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

             "Officers' Certificate" means a certificate signed by two
officers of the Company, at least one of whom shall be the principal executive  
officer or principal financial officer of the Company, and delivered to the     
Trustee.                                                                        

                "Opinion of Counsel" means an opinion from legal counsel who
is reasonably acceptable to the Trustee that meets the requirements of Sections 
13.4 and 13.5 hereof. The counsel may be an employee of or counsel to the       
Company, any Subsidiary of the Company or the Trustee.                          

                  "Pari Passu Debt" means any Indebtedness of the Company or any
Guarantor that ranks pari passu in right of payment with the Notes or such      
Guarantee, as applicable, including the 2011 Notes and the Existing Notes and   
the 2011 Note Guarantees and the Existing Note Guarantees, respectively.        

               "Permitted Holders" means (i) David H. Murdock, his estate,
spouse, heirs, ancestors, lineal descendants, legatees, legal representatives or
the trustee of a bona fide trust of which one or more of the foregoing are the  
principal beneficiaries or grantors thereof and (ii) any entity controlled,     
directly or indirectly, by any Persons referred to in the preceding clause (i), 
whether through the ownership of voting securities, by contract or otherwise.   

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

              (1) Indebtedness under the Notes or the Exchange Notes (as
         defined in the Registration Rights Agreement) in an aggregate principal
 amount not to exceed $400.0 million and the Guarantees thereof;

                 (2) Indebtedness incurred pursuant to the Credit Agreement in
     an aggregate principal amount at any time outstanding not to exceed
       $1,125.0 million less the amount of all repayments of terms loans and
        permanent commitment reductions in the revolving credit portion of the
      Credit Agreement actually made with Net Cash Proceeds of Asset Sales
applied thereto as required by Section 4.10;                  

            (3) other Indebtedness of the Company and its Restricted
       Subsidiaries outstanding on the Issue Date (including the 2011 Notes,
    the 2011 Note Guarantees, the Existing Notes and the Existing Note
   Guarantees and any "put" or similar rights of minority holders of
       Restricted Subsidiaries in existence as of the Issue Date) reduced by
the amount of any scheduled amortization payments or mandatory
 prepayments when actually paid or permanent reductions thereon;

                  (4) Interest Swap Obligations of the Company or any Restricted
       Subsidiary of the Company covering Indebtedness of the Company or any
       of its Restricted Subsidiaries; provided, however, that such Interest
  Swap Obligations are entered into to protect the Company and its
      Restricted Subsidiaries from fluctuations in interest rates on their
         outstanding Indebtedness to the extent the notional principal amount of
        any such Interest Swap Obligation does not, at the time of the initial
        incurrence thereof, exceed the principal amount of the Indebtedness to
which such Interest Swap Obligation relates;                  

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

                 (6) Indebtedness of a Restricted Subsidiary of the Company to
       the Company or to a Wholly Owned Restricted Subsidiary of the Company
     for so long as such Indebtedness is held by the Company or a Wholly
    Owned Restricted Subsidiary of the Company or the holder of a Lien
         permitted under this Indenture, in each case subject to no Lien held by
         a Person other than the Company or a Wholly Owned Restricted Subsidiary
        of the Company or the holder of a Lien permitted under this Indenture;
        provided that if as of any date any Person other than the Company or a
      Wholly Owned Restricted Subsidiary of the Company or the holder of a
Lien permitted under this                                     

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  Indenture owns or holds any such Indebtedness or holds a Lien in
        respect of such Indebtedness, such date shall be deemed the incurrence
    of Indebtedness not constituting Permitted Indebtedness under this
clause (6) by the issuer of such Indebtedness;                

         (7) (A) Indebtedness of the Company to a Wholly Owned
       Restricted Subsidiary of the Company for so long as such Indebtedness
       is held by a Wholly Owned Restricted Subsidiary of the Company or the
       holder of a Lien permitted under this Indenture, in each case subject
       to no Lien other than a Lien permitted under this Indenture; provided
         that (a) any Indebtedness of the Company to any Wholly Owned Restricted
    Subsidiary of the Company that is not a Guarantor is unsecured and
 subordinated, pursuant to a written agreement, to the Company's
     obligations under this Indenture and the Notes and (b) if as of any
        date any Person other than a Wholly Owned Restricted Subsidiary of the
        Company or the holder of a Lien permitted under this Indenture owns or
holds any such Indebtedness or holds a Lien in respect of such
        Indebtedness, such date shall be deemed the incurrence of Indebtedness
      not constituting Permitted Indebtedness under this clause (7) by the
      Company and (B) Indebtedness of the Company or any of its Restricted
       Subsidiaries to Saba Trading AB or any other Restricted Subsidiary of
     the Company that is not a Wholly Owned Restricted Subsidiary of the
 Company in the ordinary course of business consistent with past
practice;                                                     

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

            (9) Indebtedness of the Company or any of its Restricted
     Subsidiaries in respect of performance bonds, bankers' acceptances,
workers' compensation claims, surety or appeal bonds, payment 
       obligations in connection with self-insurance or similar obligations,
   completion or performance guarantees or standby letters of credit
issued for the purpose of supporting such obligations and bank
       overdrafts (and letters of credit in respect thereof) in the ordinary
course of business;                                           

      (10) Indebtedness represented by Capitalized Lease
         Obligations, mortgage financings and Purchase Money Indebtedness of the
         Company and its Restricted Subsidiaries incurred in the ordinary course
      of business not to exceed $25.0 million at any one time outstanding;

(11) Refinancing Indebtedness;              

                 (12) Indebtedness represented by guarantees by the Company or
       its Restricted Subsidiaries of Indebtedness otherwise permitted to be
incurred under this Indenture;                                

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                 (13) Indebtedness of the Company or any Restricted Subsidiary
    consisting of guarantees, indemnities or obligations in respect of
  purchase price adjustments in connection with the acquisition or
disposition of assets or the Capital Stock of Subsidiaries;   

              (14) guarantees furnished by the Company or its Restricted
    Subsidiaries in the ordinary course of business of Indebtedness of
      another Person in an aggregate amount not to exceed $25.0 million at
any one time outstanding;                                     

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

             (16) Indebtedness of the Company or any of its Restricted
Subsidiaries relating to any "earn-out" obligations payable in
       connection with any acquisition made by the Company or any Restricted
Subsidiary not prohibited by this Indenture;                  

              (17) Indebtedness of Foreign Restricted Subsidiaries in an
        aggregate principal amount not to exceed $50.0 million at any one time
outstanding;                                                  

                 (18) Indebtedness of Foreign Restricted Subsidiaries (and any
      guarantee thereof by the Company) incurred in connection with grower
    loan programs in an aggregate principal amount not to exceed $50.0
million at any one time outstanding;                          

                (19) without duplication, Indebtedness of the Company or any
 of its Restricted Subsidiaries under letters of credit and bank
        guarantees required by governmental laws, orders and regulations which
      letters of credit will be backstopped by letters of credit under the
Credit Agreement;                                             

             (20) Indebtedness of the Company or any of its Restricted
        Subsidiaries incurred in connection with vehicle inventory loans in an
       aggregate principal amount not to exceed $5.0 million at any one time
outstanding;                                                  

       (21) Indebtedness of the Company and its Restricted
      Subsidiaries representing Obligations in existence on the Issue Date
  that become Indebtedness after the Issue Date as a result of the
 implementation of FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities"; and                              

                  (22) additional Indebtedness of the Company and its Restricted
   Subsidiaries in an aggregate principal amount not to exceed $35.0
million at any one time                                       

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         outstanding (which amount may, but need not, be incurred in whole or in
part under the Credit Agreement).                             

               For purposes of determining compliance with Section 4.9, in
the event that an item of Indebtedness meets the criteria of more than one of   
the categories of Permitted Indebtedness described in clauses (1) through (22)  
above or is entitled to be incurred pursuant to the Consolidated Fixed Charge   
Coverage Ratio provisions of Section 4.9 hereof, the Company shall, in its sole 
discretion, classify (or from time to time may reclassify) such item of         
Indebtedness in any manner that complies with this definition and such item of  
Indebtedness will be treated as having been incurred pursuant to only one of    
such categories. Accrual of interest, accretion or amortization of original     
issue discount, a change in the amount of Indebtedness due solely to            
fluctuations in the exchange rates of currencies, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Capital Stock in the form of additional    
shares of the same class of Disqualified Capital Stock will not be deemed to be 
an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for  
purposes of Section 4.9 hereof.                                                 

"Permitted Investments" means:              

                  (1) Investments by the Company or any Restricted Subsidiary of
         the Company in any Person that is or will become immediately after such
         Investment a Restricted Subsidiary of the Company or that will merge or
         consolidate into the Company or a Restricted Subsidiary of the Company;

                  (2) Investments in the Company by any Restricted Subsidiary of
         the Company; provided that any Indebtedness (other than Indebtedness to
        Saba Trading AB or any other Restricted Subsidiary of the Company that
   is not a Wholly Owned Restricted Subsidiary of the Company in the
       ordinary course of business consistent with past practice) evidencing
   such Investment and held by a Restricted Subsidiary that is not a
Guarantor is unsecured and subordinated, pursuant to a written
  agreement, to the Company's obligations under the Notes and this
Indenture;                                                    

 (3) Investments in cash and Cash Equivalents;

                 (4) loans to employees, directors and officers of the Company
        and its Restricted Subsidiaries in the ordinary course of business for
      bona fide business purposes not in excess of $5.0 million at any one
time outstanding;                                             

            (5) Obligations under Currency Agreements, Interest Swap
     Obligations and Commodities Agreements entered into in the ordinary
        course of the Company's or its Restricted Subsidiaries' businesses and
    not for speculative purposes and otherwise in compliance with this
Indenture;                                                    

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                 (6) additional Investments not to exceed $50.0 million at any
one time outstanding;                                         

                (7) Investments in securities of trade creditors, licensors,
        licensees or customers received pursuant to any plan of reorganization
        or similar arrangement upon the bankruptcy or insolvency of such trade
  creditors or customers or in good faith settlement of delinquent
obligations of such trade creditors or customers;             

         (8) Investments made by the Company or its Restricted
       Subsidiaries as a result of consideration received in connection with
         an Asset Sale made in compliance with Section 4.10, whether or not such
consideration is equal to or greater than $5.0 million;       

                (9) Investments represented by guarantees that are otherwise
permitted under this Indenture;                               

               (10) Investments the payment for which is Qualified Capital
Stock of the Company;                                         

                (11) Investments resulting from the creation of Liens on the
assets of the Company or any of its Restricted Subsidiaries in
compliance with Section 4.12;                                 

                (12) Investments by the Company or any Restricted Subsidiary
    in connection with grower loan programs in an amount not to exceed
$75.0 million at any one time outstanding;                    

               (13) Investments arising as a result of the exercise of any
        "put" or similar rights of minority holders of Restricted Subsidiaries
         or "call" or similar rights of the Company in existence as of the Issue
Date; and                                                     

             (14) advances to employees, directors and officers of the
   Company and its Restricted Subsidiaries in the ordinary course of
business for bona fide business purposes.                     

         "Permitted Liens" means the following types of Liens:

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

             (2) Liens securing Indebtedness and any other Obligations
under the Credit Agreement;                                   

(3) Liens securing Guarantor Senior Debt;   

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    (4) Liens securing the Notes and the Guarantees;

              (5) Liens of the Company or a Restricted Subsidiary of the
Company on assets of any Restricted Subsidiary of the Company;

                 (6) Liens securing Refinancing Indebtedness which is incurred
to Refinance any Indebtedness which has been secured by a Lien
permitted under this Indenture and which has been incurred in 
      accordance with the provisions of this Indenture; provided, however,
  that such Liens: (i) are no less favorable to the Holders in any
       material respect and are not more favorable to the lienholders in any
       material respect with respect to such Liens than the Liens in respect
    of the Indebtedness being Refinanced; and (ii) do not extend to or
      cover any property or assets of the Company or any of its Restricted
Subsidiaries not securing the Indebtedness so Refinanced;     

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

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

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

                  (10) judgment Liens (other than with respect to judgments of a
        size not sufficient to cause an Event of Default under this Indenture)
     so long as such Lien is adequately bonded and any appropriate legal
       proceedings which may have been duly initiated for the review of such
      judgment shall not have been finally terminated or the period within
 which such proceedings may be initiated shall not have expired;

                (11) easements, rights-of-way, zoning restrictions and other
 similar charges or encumbrances in respect of real property not
interfering in any material respect with                      

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   the ordinary conduct of the business of the Company or any of its
Restricted Subsidiaries;                                      

                (12) any interest or title of a lessor under any Capitalized
 Lease Obligation permitted to be incurred under this Indenture;
       provided that such Liens do not extend to any property or asset which
      is not leased property subject to such Capitalized Lease Obligation;

               (13) Liens securing Purchase Money Indebtedness incurred in
   the ordinary course of business; provided, however, that (a) such
    Purchase Money Indebtedness shall not exceed the purchase price or
        other cost of such property or equipment plus the amount of reasonable
        fees and expenses incurred in connection with such financing and shall
   not be secured by any property or equipment of the Company or any
  Restricted Subsidiary of the Company other than the property and
     equipment so acquired and (b) the Lien securing such Purchase Money
    Indebtedness shall be created within 120 days of such acquisition;

                  (14) Liens upon specific items of inventory or other goods and
         proceeds of any Person securing such Person's obligations in respect of
       bankers' acceptances issued or created for the account of such Person
      to facilitate the purchase, shipment or storage of such inventory or
other goods;                                                  

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

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

                (17) Liens securing Interest Swap Obligations which Interest
     Swap Obligations relate to Indebtedness that is otherwise permitted
       pursuant to clause (4) of the definition of "Permitted Indebtedness";

                  (18) Liens securing Indebtedness under Currency Agreements and
        Commodities Agreements permitted to be incurred pursuant to clause (5)
of the definition of "Permitted Indebtedness";                

         (19) Liens securing Acquired Indebtedness incurred in
accordance with Section 4.9 hereof; provided that:            

                          (a) such Liens secured such Acquired Indebtedness at
            the time of and prior to the incurrence of such Acquired
Indebtedness by the Company or              

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                  a Restricted Subsidiary of the Company and were not granted in
                  connection with, or in anticipation of, the incurrence of such
        Acquired Indebtedness by the Company or a Restricted
Subsidiary of the Company; and              

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

                  (20) Liens on assets of a Restricted Subsidiary of the Company
   that is not a Guarantor to secure Indebtedness of such Restricted
Subsidiary that is otherwise permitted under this Indenture;  

               (21) leases, subleases, licenses and sublicenses granted to
     others that do not materially interfere with the ordinary course of
business of the Company and its Restricted Subsidiaries;      

                (22) bankers' Liens, rights of setoff and similar Liens with
     respect to cash and Cash Equivalents on deposit in one or more bank
accounts in the ordinary course of business;                  

          (23) Liens arising from filing Uniform Commercial Code
financing statements regarding leases; and                    

                  (24) Liens in favor of customs and revenue authorities arising
      as a matter of law to secure payments of custom duties in connection
with the importation of goods.                                

           "Person" means an individual, partnership, corporation,
limited liability company, unincorporated organization, trust or joint venture, 
or any entity similar to any of the foregoing organized under the laws of other 
countries, or a governmental agency or political subdivision thereof.           

           "PORTAL Market" means the Portal Market operated by the
National Association of Securities Dealers, Inc. or any successor thereto.      

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

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         "Purchase Date" means, with respect to any Note to be
repurchased, the date fixed for such repurchase by or pursuant to this          
Indenture.                                                                      

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

                "Purchase Price" means the amount payable for the repurchase
of any Note on a Purchase Date, exclusive of accrued and unpaid interest and    
Additional Interest (if any) thereon to the Purchase Date, unless otherwise     
specifically provided.                                                          

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

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

           "Redemption Date" means, with respect to any Note to be
redeemed, the date fixed for such redemption by or pursuant to this Indenture.  

                  "Redemption Price" means the amount payable for the redemption
of any Note on a Redemption Date, exclusive of' accrued and unpaid interest and 
Additional Interest (if any) thereon to the Redemption Date, unless otherwise   
specifically provided.                                                          

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

           "Refinancing Indebtedness" means any Refinancing by the
Company or any Restricted Subsidiary of the Company of Indebtedness incurred in 
accordance with Section 4.9 (other than pursuant to clauses (2), (4), (5), (6), 
(7), (8), (9), (10), (12), (13) through (20) and (22) of the definition of      
"Permitted Indebtedness"), in each case that does not:                          

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

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                (2) create Indebtedness with: (a) a Weighted Average Life to
         Maturity that is less than the Weighted Average Life to Maturity of the
         Indebtedness being Refinanced; or (b) a final maturity earlier than the
final maturity of the Indebtedness being Refinanced;          

provided that (x) if such Indebtedness being Refinanced is Indebtedness solely  
of the Company (and is not otherwise guaranteed by a Restricted Subsidiary of   
the Company), then such Refinancing Indebtedness shall be Indebtedness solely of
the Company and (y) if such Indebtedness being Refinanced is subordinate or     
junior to the Notes or the Guarantees, then such Refinancing Indebtedness shall 
be subordinate to the Notes or the Guarantees, as the case may be, at least to  
the same extent and in the same manner as the Indebtedness being Refinanced.    

                 "Registration Rights Agreement" means the registration rights
agreement dated as of the Issue Date among the Company, the Guarantors and the  
Initial Purchasers.                                                             

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

               "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer within the corporate trust department of the Trustee,  
including any vice president, assistant vice president, assistant secretary,    
assistant treasurer, trust officer or any other officer of the Trustee who      
customarily performs functions similar to those performed by the Persons who at 
the time shall be such officers, respectively, or to whom any corporate trust   
matter is referred because of such person's knowledge of and familiarity with   
the particular subject and who shall have direct responsibility for the         
administration of this Indenture.                                               

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

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

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

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

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

                "Series A Notes" means the Company's 7-1/4% Senior Notes due
2010.                                                                           

                "Series B Notes" means notes issued by the Company hereunder
containing terms identical to the Series A Notes (except that (i) interest      
thereon shall accrue from the last date on which interest was paid on the Series
A Notes or, if no such interest has been paid, from the date of original        
issuance, (ii) the legend or legends relating to transferability and other      
related matters set forth on the Series A Notes, including the text referred to 
in footnote 2 of Exhibit A hereto, shall be removed or appropriately altered,   
and (iii) as otherwise set forth herein), to be offered to Holders of Series A  
Notes in exchange for Series B Notes pursuant to the Exchange Offer or any      
exchange offer specified in any registration rights agreement relating to the   
Additional Notes or to be offered in connection with any issuance of Additional 
Notes pursuant to a registration statement filed pursuant to the Securities Act.

               "Significant Subsidiary", with respect to any Person, means
any Restricted Subsidiary of such Person that satisfies the criteria for a      
"significant subsidiary" set forth in Rule 1-02(w) of Regulation S-X under the  
Exchange Act.                                                                   

                 "Subordinated Indebtedness" means Indebtedness of the Company
or any Guarantor that is subordinate or junior in right of payment to the Notes 
or the Guarantee of such Guarantor, as the case may be.                         

    "Subsidiary", with respect to any Person, means:

                (1) any corporation, association or other business entity of
       which the outstanding Capital Stock having at least a majority of the
     votes entitled to be cast in the election of directors, managers or
    trustees of such corporation, association or other business entity
      under ordinary circumstances shall at the time be owned, directly or
indirectly, by such Person and its Subsidiaries; or           

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

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is      
qualified under the TIA; provided that in the event the Trust Indenture Act of  
1939 is amended after such date, "TIA" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.                       

         "Transfer Restricted Security" means a Note that is a
restricted security as defined in Rule 144(a)(3) under the Securities Act.      

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         "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.                

                 "2011 Note Guarantees" means the joint and several guarantees
of the Company's obligations under the 2011 Notes Indenture and the 2011 Notes  
on a senior subordinated basis.                                                 

                "2011 Notes" means the $475.0 million in aggregate principal
amount of the Company's 8 -7/8% senior notes due 2011 that were issued under the
2011 Notes Indenture on March 28, 2003.                                         

                 "2011 Notes Indenture" means that certain Indenture, dated as
of March 28, 2003, by and among the Company, the guarantors named therein and   
Wells Fargo Bank, National Association, as trustee, as the same may be amended, 
supplemented or modified from time to time in accordance with the terms thereof.

  "Unrestricted Subsidiary" of any Person means:

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

     (2) any Subsidiary of an Unrestricted Subsidiary.

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

                  (1) the Company certifies to the Trustee that such designation
complies with Section 4.7 hereof; and                         

           (2) each Subsidiary to be so designated and each of its
Subsidiaries has not at the time of designation, and does not 
         thereafter, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable with respect to any Indebtedness pursuant
         to which the lender has recourse to any of the assets of the Company or
any of its Restricted Subsidiaries.                           

                For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with Section 
4.7 hereof, the portion of the fair market value of the net assets of such      
Subsidiary of the Company at the time that such                                 

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Subsidiary is designated as an Unrestricted Subsidiary that is represented by   
the interest of the Company and its Restricted Subsidiaries in such Subsidiary, 
in each case as determined in good faith by the Board of Directors of the       
Company, shall be deemed to be an Investment. Such designation will be permitted
only if such Investment would be permitted at such time under Section 4.7       
hereof.                                                                         

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

                (1) immediately after giving effect to such designation, the
    Company is able to incur at least $1.00 of additional Indebtedness
       (other than Permitted Indebtedness) in compliance with Section 4.9(a)
hereof; and                                                   

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

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

                 "U.S. Government Obligations" shall mean securities which are
(i) direct obligations of the United States of America for the payment of which 
its full faith and credit is pledged or (ii) obligations of a person controlled 
or supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith  
and credit obligation by the United States of America, which, in either case,   
are not callable or redeemable at the option of the issuer thereof, and shall   
also include a depository receipt issued by a bank or trust company as custodian
with respect to any such U.S. Government Obligations or a specific payment of   
interest on or principal of any such U.S. Government Obligations held by such   
custodian for the account of the holder of a depository receipt; provided that  
(except as required by law) such custodian is not authorized to make any        
deduction from the amount payable to the holder of such depository receipt from 
any amount received by the custodian in respect of the U.S. Government          
Obligations or the specific payment of interest on or principal of the U.S.     
Government Obligations evidenced by such depository receipt.                    

                "U.S. Person" means any U.S. person as defined in Regulation
S.                                                                              

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (a) the then 
outstanding aggregate principal amount of such Indebtedness into (b) the sum of 
the total of the products obtained by multiplying (i) the amount of each then   
remaining installment, sinking fund, serial maturity or other required payment  
of principal, including payment at final maturity, in respect thereof,          

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

                "Wholly Owned Restricted Subsidiary" of any Person means any
Wholly Owned Subsidiary of such Person which at the time of determination is a  
Restricted Subsidiary of such Person.                                           

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

Section 1.2. Other Definitions.                                                 

                                                                [Download Table]

Term                                                         Defined in Section
----                                                         ------------------
                                                                               
"Acceleration Notice"..............................                 6.2        
"Affiliate Transaction"............................                 4.11       
"Agent Members"....................................                 2.6        
"Certificated Notes"...............................                 2.1        
"Change of Control Offer"..........................                 4.15       
"Change of Control Offer Period"...................                 3.9        
"Covenant Defeasance"..............................                 8.3        
"Event of Default".................................                 6.1        
"Foreign Person"...................................                 2.6        
"Global Notes".....................................                 2.1        
"incur"............................................                 4.9        
"Institutional Accredited Investors"...............                 2.1        
"Legal Defeasance".................................                 8.2        
"Net Proceeds Offer"...............................                 4.10       
"Net Proceeds Offers Amount".......................                 4.10       
"Net Proceeds Offer Payment Date...................                 4.10       
"Net Proceeds Offers Trigger Date".................                 4.10       
"Non-payment Default...............................                 10.2       
"Offshore Certificated Notes"......................                 2.1        
"Optional Redemption"..............................                 3.7        
"Paying Agent".....................................                 2.3        
"Payment Blockage Notice...........................                 10.2       
"Payment Blockage Period...........................                 10.2       
"Payment Default"..................................                 10.2       
"Permanent Regulation S Global Note"...............                 2.1        
"Private Placement Legend".........................                 2.6        

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                                                                [Download Table]

Term                                                         Defined in Section
----                                                         ------------------
                                                                               
"Registrar"........................................                 2.3        
"Regulation S Global Note".........................                 2.1        
"Restricted Payment"...............................                 4.7        
"Rule 144A Global Note"............................                 2.1        
"Special Redemption"...............................                 3.8        
"Surviving Entity".................................                 5.1        
"Temporary Regulation S Global Note"...............                 2.1        
"U.S. Certificated Notes"..........................                 2.1        

Section 1.3. Incorporation by Reference of Trust Indenture Act.                 

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

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

"indenture securities" means the Notes;     

"indenture security holder" means a Holder; 

     "indenture to be qualified" means this Indenture;

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

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

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

Section 1.4. Rules of Construction.                                             

Unless the context otherwise requires:      

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

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

(c) "or" is not exclusive;                  

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

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

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

Section 1.5. Acts of Holders.                                                   

              (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken 
by Holders may be embodied in and evidenced by one or more instruments of       
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such  
action shall become effective when such instrument or instruments are delivered 
to the Trustee and, where it is hereby expressly required, to the Company. Such 
instrument or instruments (and the action embodied therein and evidenced        
thereby) are herein sometimes referred to as the "Act" of Holders signing such  
instrument or instruments. Proof of execution of any such instrument or of a    
writing appointing any such agent shall be sufficient for any purpose of this   
Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and   
the Company, if made in the manner provided in this Section.                    

               (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such  
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing 
such instrument or writing acknowledged to him or her the execution thereof.    
Where such execution is by an officer of a corporation or a member of a         
partnership, on behalf of such corporation or partnership, such certificate or  
affidavit shall also constitute sufficient proof of his or her authority.       

              (c) The ownership of Notes shall be proved by the register
maintained by the Registrar.                                                    

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

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ARTICLE II. 

 THE NOTES

Section 2.1. Form and Dating.                                                   

       The Series A Notes and the Trustee's certificate of
authentication relating thereto shall be substantially in the form of Exhibit A 
hereto. The Notes may have notations, legends or endorsements required by law,  
stock exchange rule or usage in addition to those set forth in Exhibit A hereto.
The Series B Notes shall be substantially in the form of Exhibit B hereto. The  
notation on each Note relating to the Guarantees shall be substantially in the  
form set forth on Exhibit C hereto. Each Note shall be dated the date of its    
authentication. The Notes shall be in denominations of $1,000 and integral      
multiples thereof.                                                              

                  The terms and provisions contained in the Notes and Guarantees
shall constitute, and are hereby expressly made, a part of this Indenture and   
the Company, the Guarantors and the Trustee, by their execution and delivery of 
this Indenture, expressly agree to such terms and provisions and to be bound    
thereby.                                                                        

            Notes offered and sold in reliance on Rule 144A shall be
issued initially in the form of a single permanent global Note in registered    
form, substantially in the form set forth in Exhibit A (the "Rule 144A Global   
Note"), deposited with the Trustee, as custodian for the Depositary, duly       
executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth in Section 2.6(h). The aggregate principal  
amount of the Rule 144A Global Note may from time to time be increased or       
decreased by adjustments made on the records of the Trustee, as custodian for   
the Depositary or its nominee, as hereinafter provided.                         

                  Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of a single temporary global 
Note in registered form, substantially in the form set forth in Exhibit A (the  
"Temporary Regulation S Global Note"), deposited with the Trustee, as custodian 
for the Depositary, duly executed by the Company and authenticated by the       
Trustee as hereinafter provided and shall bear the legend set forth in Section  
2.6(h). At any time following 40 days after the later of the commencement of the
offering of the Notes and the Issue Date, upon receipt by the Trustee and the   
Company of a duly executed certificate substantially in the form of Exhibit D(1)
hereto, a single permanent Global Note in registered form substantially in the  
form set forth in Exhibit A (the "Permanent Regulation S Global Note," and      
together with the Temporary Regulation S Global Note, the "Regulation S Global  
Note") duly executed by the Company and authenticated by the Trustee as         
hereinafter provided shall be deposited with the Trustee, as custodian for the  
Depositary, and the Registrar shall reflect on its books and records the date   
and a decrease in the principal amount of the Regulation S Global Note in an    
amount equal to the principal amount of the beneficial interest in the          
Regulation S Global Note transferred.                                           

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                Notes offered and sold to institutional accredited investors
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act)        
("Institutional Accredited Investors") shall be issued in the form of permanent 
U.S. Certificated Notes in registered form in substantially the form set forth  
in Exhibit A (the "U.S. Certificated Notes"). Notes issued pursuant to Section  
2.6 in exchange for interests in the Rule 144A Global Note or the Regulation S  
Global Note shall be in the form of permanent Certificated Notes in registered  
form substantially in the form set forth in Exhibit A (the "Offshore            
Certificated Notes").                                                           

               The Offshore Certificated Notes and U.S. Certificated Notes
are sometimes collectively herein referred to as the "Certificated Notes." The  
Rule 144A Global Note and the Regulation S Global Note are sometimes referred to
herein as the "Global Notes."                                                   

Section 2.2. Execution and Authentication.                                      

            Two Officers of the Company shall sign the Notes for the
Company by manual or facsimile signature.                                       

                If an Officer whose signature is on a Note was an Officer at
the time of such execution but no longer holds that office or position at the   
time a Note is authenticated, the Note shall nevertheless be valid. Each        
Guarantor shall execute a Guarantee in the manner set forth in Section 11.7.    

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

                  The Trustee, upon a written order of the Company signed by two
Officers of the Company, together with the other documents required by Sections 
13.4 and 13.5 hereof, shall authenticate (i) Series A Notes for original issue  
on the Issue Date in the aggregate principal amount not to exceed $400,000,000  
and (ii) subject to Section 4.9, Additional Notes. The Trustee, upon written    
order of the Company signed by two Officers of the Company, together with the   
other documents required by Sections 13.4 and 13.5 hereof, shall authenticate   
Series B Notes; provided that such Series B Notes shall be issuable only upon   
the valid surrender for cancellation of Series A Notes of a like aggregate      
principal amount in accordance with the Exchange Offer or an exchange offer     
specified in any registration rights agreement relating to the Additional Notes 
or to be offered in connection with any issuance of Additional Notes pursuant to
a registration statement filed pursuant to the Securities Act. Such written     
order of the Company shall specify the amount of Notes to be authenticated and  
the date on which the original issue of Notes is to be authenticated. Any       
Additional Notes shall be part of the same issue as the Notes being issued on   
the Issue Date and will vote on all matters as one class with the Notes being   
issued on the Issue Date, including, without limitation, waivers, amendments,   
redemptions, Change of Control Offers and Net Proceeds Offers. For the          

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purposes of this Indenture, except for Section 4.9 hereof, references to the    
Notes include Additional Notes, if any.                                         

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

Section 2.3. Registrar and Paying Agent.                                        

                  The Company shall maintain an office or agency where Notes may
be presented or surrendered for registration of transfer or for exchange        
("Registrar") and an office or agency where Notes may be presented for payment  
("Paying Agent"). The Registrar shall keep a register of the Notes and of their 
transfer and exchange. At the option of the Company, payment of interest and    
Additional Interest may be made by check mailed to the Holders at their         
addresses set forth in the register of Holders, provided that payment by wire   
transfer of immediately available funds will be required with respect to        
principal, Redemption Price and Purchase Price of, and interest and Additional  
Interest (if any) on, all Global Notes and all other Notes the Holders of which 
shall have provided wire transfer instructions to the Trustee or the Paying     
Agent. 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 in writing of the name and address of any Paying 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 
may act as Paying Agent or Registrar. The Depositary shall, by acceptance of a  
Global Note, agree that transfers of beneficial interests in such Global Note   
may be effected only through a book-entry system maintained by the Depositary   
(or its agent), and that ownership of a beneficial interest in the Note shall be
required to be reflected in a book entry.                                       

            The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the     
Global Notes, until such time as the Trustee has resigned or a successor has    
been appointed.                                                                 

Section 2.4. Paying Agents to Hold Money in Trust.                              

              The Company shall require each Paying Agent other than the
Trustee to agree in writing that such the Paying Agent shall hold in trust for  
the benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal and of any premium, if any, interest and Additional        
Interest, if any, on the Notes, and shall notify the Trustee of any             

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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 and account for any money disbursed. Upon payment over
to the Trustee, the Paying Agent (if other than the Company) shall have no      
further liability for the money. If the Company acts as Paying Agent, it shall  
segregate and hold in a separate trust fund for the benefit of the Holders all  
money held by it as Paying Agent. Upon any bankruptcy or reorganization         
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.                                                                      

Section 2.5. 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 or cause the        
Registrar to furnish to the Trustee at least five Business Days before each     
interest payment date and at such other times as the Trustee may request in     
writing, a list in such form and as of such date as the Trustee may reasonably  
require of the names and addresses of the Holders of Notes, and the Company     
shall otherwise comply with TIA Section 312(a).                                 

Section 2.6. Transfer and Exchange.                                             

               (a) Transfer and Exchange Generally: Book Entry Provisions.
Upon surrender for registration of transfer of any Note to the Registrar, and   
satisfaction of the requirements for such transfer set forth in this Section    
2.6, the Company shall execute, and the Trustee shall authenticate and deliver, 
in the name of the designated transferee or transferees, one or more new Notes  
of any authorized denominations and of a like aggregate principal amount and    
bearing such restrictive legends as may be required by this Indenture.          

            Notes may be exchanged for other Notes of any authorized
denominations and of a like aggregate principal amount, upon surrender of the   
Notes to be exchanged at any such office or agency maintained by the Company    
pursuant to Section 4.2 hereof. Whenever any Notes are so surrendered for       
exchange, the Company shall execute, and the Trustee shall authenticate and     
deliver, the Notes which the Holder making the exchange is entitled to receive  
bearing registration numbers not contemporaneously outstanding.                 

          All Notes presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written     
instrument or instruments of transfer in form satisfactory to the Company and   
the Registrar, and the Notes shall be duly executed by the Holder thereof or his
attorney duly authorized in writing. Except as otherwise provided in this       
Indenture, and in addition to the requirements set forth in the legend referred 
to in Section 2.6(h)(i) below, in connection with any transfer of Transfer      
Restricted Securities any request for transfer shall be accompanied by a        
certification to the Trustee relating to the manner of such transfer            
substantially in the form of Exhibit D(2) hereto.                               

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                 (b) Book-Entry Provisions for the Global Notes. The Rule 144A
Global Note and Regulation S Global Note initially shall (i) be registered in   
the name of the Depositary or the nominee of such Depositary, (ii) be delivered 
to the Trustee as custodian for the Depositary and (iii) bear legends as set    
forth in Section 2.6(h).                                                        

          Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Rule    
144A Global Note or Regulation S Global Note, as the case may be, held on their 
behalf by the Depositary, or the Trustee as its custodian, or under the Rule    
144A Global Note or Regulation S Global Note, as the case may be, and the       
Depositary may be treated by the Company, the Trustee and any agent of the      
Company or the Trustee as the absolute owner of Rule 144A Global Note or        
Regulation S Global Note, as the case may be, for all purposes whatsoever.      
Notwithstanding the foregoing, nothing herein shall prevent the Company, the    
Trustee or any agent of the Company or the Trustee, from giving effect to any   
written certification, proxy or other authorization furnished by the Depositary 
or impair, as between the Depositary and its Agent Members, the operation of    
customary practices governing the exercise of the rights of a holder of any     
Note.                                                                           

               Transfers of the Rule 144A Global Note and the Regulation S
Global Note shall be limited to transfers of such Rule 144A Global Note or      
Regulation S Global Note in whole, but not in part, to the Depositary, its      
successors or their respective nominees. Beneficial interests in the Rule 144A  
Global Note and the Regulation S Global Note may be transferred in accordance   
with the applicable rules and procedures of the Depositary and the provisions of
this Section 2.6. The registration of transfer and exchange of beneficial       
interests in the Global Note, which does not involve the issuance of a          
Certificated Note, shall be effected through the Depositary, in accordance with 
this Indenture (including the restrictions on transfer set forth herein) and the
procedures of the Depositary therefor. The Trustee shall have no responsibility 
or liability for any act or omission of the Depositary.                         

             At any time at the request of the beneficial holder of an
interest in the Rule 144A Global Note or Permanent Regulation S Global Note to  
obtain a Certificated Note, such beneficial holder shall be entitled to obtain a
Certificated Note upon written request to the Trustee and the Note Custodian in 
accordance with the standing instructions and procedures existing between the   
Note Custodian and Depositary for the issuance thereof. Upon receipt of any such
request, the Trustee, or the Note Custodian at the direction of the Trustee,    
will cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Note Custodian, the aggregate principal amount of
the Rule 144A Global Note or Permanent Regulation S Global Note, as appropriate,
to be reduced by the principal amount of the Certificated Note issued upon such 
request to such beneficial holder and, following such reduction, the Company    
will execute and the Trustee will authenticate and deliver to such beneficial   
holder (or its nominee) a Certificated Note or Certificated Notes in the        
appropriate aggregate principal amount in the name of such beneficial holder (or
its nominee) and bearing such restrictive legends as may be required by this    
Indenture.                                                                      

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                (c) Transfers to Non-QIB Institutional Accredited Investors.
The following provisions shall apply with respect to the registration of any    
proposed transfer of a Transfer Restricted Security to any Institutional        
Accredited Investor that is not a QIB (other than any Person that is not a U.S. 
Person as defined under Regulation S, a "Foreign Person"):                      

              (i) the Registrar shall register the transfer of any Note,
         whether or not such Note bears the Private Placement Legend, if (x) (A)
     the requested transfer is at least two years after the later of the
       Issue Date of the Notes and (B) the proposed transferee has certified
    to the Registrar that the requested transfer is at least two years
    after last date on which such Note was held by an Affiliate of the
        Company, or (y) the proposed transferee has delivered to the Registrar
         (A) a certificate substantially in the form of Exhibit E hereto and (B)
  such certifications, legal opinions and other information as the
     Trustee and the Company may reasonably request to confirm that such
transaction is in compliance with the Securities Act; and     

                (ii) if the proposed transferor is an Agent Member holding a
       beneficial interest in the Global Note, upon receipt by the Registrar
of (x) the documents, if any, required by clause (i) and (y)  
instructions given in accordance with the Depositary's and the
      Registrar's procedures, the Registrar shall reflect on its books and
       records the date and a decrease in the principal amount of the Global
   Note in an amount equal to the principal amount of the beneficial
      interest in the Global Note to be transferred, and the Company shall
      execute, and the Trustee shall authenticate and deliver, one or more
Certificated Notes of like tenor and amount.                  

               (d) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Transfer         
Restricted Security to a QIB (other than Foreign Persons):                      

              (i) if the Note to be transferred consists of Certificated
     Notes or an interest in the Regulation S Global Note, the Registrar
 shall register the transfer if such transfer is being made by a
proposed transferor who has checked the box provided for on a 
       certificate substantially in the form of Exhibit D(2) stating, or has
      otherwise advised the Company and the Registrar in writing, that the
        sale has been made in compliance with the provisions of Rule 144A to a
      transferee who is a QIB within the meaning of Rule 144A and is aware
 that the sale to it is being made in reliance on Rule 144A; and

               (ii) if the proposed transferee is an Agent Member, and the
         Note to be transferred consists of Certificated Notes or an interest in
    the Regulation S Global Note, upon receipt by the Registrar of the
documents referred to in clause (i) and instructions given in 
      accordance with the Depositary's and the Registrar's procedures, the
  Registrar shall reflect on its books and records the date and an
     increase in the principal amount of the Rule 144A Global Note in an
       amount equal to the principal amount of the Certificated Notes or the
interest in the Regulation S Global Note, as the              

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  case may be, to be transferred, and the Trustee shall cancel the
      Certificated Notes or decrease the amount of the Regulation S Global
Note so transferred.                                          

            (e) Transfers of Interests in the Temporary Regulation S
Global Note. The following provisions shall apply with respect to the           
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:                                                                    

                (i) the Registrar shall register the transfer of an interest
in the Temporary Regulation S Global Note if (x) the proposed 
       transferor has delivered to the Registrar a certificate substantially
       in the form of Exhibit F hereto stating, among other things, that the
        proposed transferee is a Foreign Person or (y) the proposed transferee
       is a QIB and the proposed transferor has checked the box provided for
        on a certificate substantially in the form of Exhibit D(2) stating, or
      has otherwise advised the Company and the Registrar in writing, that
       the sale has been made in compliance with the provisions of Rule 144A
      to a transferee who is a QIB within the meaning of Rule 144A, and is
       aware that the sale to it is being made in reliance on Rule 144A; and

            (ii) if the proposed transferee is an Agent Member, upon
        receipt by the Registrar of the documents referred to in clause (i)(y)
      above and instructions given in accordance with the Depositary's and
      the Registrar's procedures, the Registrar shall reflect on its books
     and records the date and an increase in the principal amount of the
         Rule 144A Global Note in an amount equal to the principal amount of the
        Temporary Regulation S Global Note to be transferred, and the Trustee,
as Note Custodian, shall decrease the amount of the Temporary 
Regulation S Global Note.                                     

              (f) Transfers to Foreign Persons. The following provisions
shall apply with respect to any transfer of a Transfer Restricted Security to a 
Foreign Person:                                                                 

               (i) the Registrar shall register any proposed transfer of a
         Note to a Foreign Person upon receipt of a certificate substantially in
    the form of Exhibit F hereto from the proposed transferor and such
        certifications, legal opinions and other information as the Trustee or
the Company may reasonably request; and                       

                  (ii) (a) if the proposed transferor is an Agent Member holding
      a beneficial interest in the Rule 144A Global Note or the Note to be
 transferred consists of Certificated Notes, upon receipt by the
       Registrar of (x) the documents, if any, required by paragraph (i) and
(y) instructions in accordance with the Depositary's and the  
      Registrar's procedures, the Registrar shall reflect on its books and
     records the date and a decrease in the principal amount of the Rule
    144A Global Note in an amount equal to the principal amount of the
beneficial interest in the Rule 144A Global Note or cancel the
       Certificated Notes, as the case may be, to be transferred, and (b) if
 the proposed transferee is an Agent Member, upon receipt by the
         Registrar of instructions given in accordance with the Depositary's and
the Registrar's procedures, the Registrar shall               

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  reflect on its books and records the date and an increase in the
        principal amount of the Regulation S Global Note in an amount equal to
       the principal amount of the Certificated Notes to be transferred, and
     the Trustee shall decrease the amount of the Rule 144A Global Note.

                 (g) The Depositary. The Depositary shall be a clearing agency
registered under the Exchange Act. The Company initially appoints The Depository
Trust Company to act as Depositary with respect to the Global Note. Initially,  
the Rule 144A Global Note and the Regulation S Global Note shall be issued to   
the Depositary, registered in the name of Cede & Co., as the nominee of the     
Depositary, and deposited with the Note Custodian for Cede & Co.                

              Notes in Certificated form issued in exchange for all or a
part of a Global Note pursuant to this Section 2.6 shall be registered in such  
names and in such authorized denominations as the Depositary, pursuant to       
instructions from its direct or indirect participants or otherwise, shall       
instruct the Trustee. Upon execution and authentication, the Trustee shall      
deliver such Certificated Notes in Certificated form to the persons in whose    
names such Notes in Certificated form are so registered.                        

             Certificated Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in the Rule 144A Global Note  
or the Permanent Regulation S Global Note, as the case may be, if at any time:  

                  (i) the Depositary for the Notes notifies the Company that the
     Depositary is unwilling or unable to continue as Depositary for the
         Rule 144A Global Note or the Permanent Regulation S Global Note, as the
         case may be, and a successor Depositary 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 Certificated Notes
under this Indenture,                                         

and the Company shall execute, and the Trustee shall, upon receipt of an        
authentication order in accordance with Section 2.2 hereof, authenticate and    
deliver Certificated Notes in an aggregate principal amount equal to the        
principal amount of the Rule 144A Global Note or the Permanent Regulation S     
Global Note, as the case may be, in exchange for such Global Notes.             

(h) Legends.                                

                (i) Except as permitted by the following paragraphs (ii) and
(iii), each Note certificate evidencing Global Notes and Certificated Notes (and
all Notes issued in exchange therefor or substitution thereof) shall (x) be     
subject to the restrictions on transfer set forth in this Section 2.6 (including
those set forth in the legend below) unless such restrictions on transfer shall 
be waived by written consent of the Company, and the Holder of each             

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Transfer Restricted Security, by such Holder's acceptance thereof, agrees to be 
bound by all such restrictions on transfer and (y) bear the legend set forth    
below (the "Private Placement Legend"):                                         

    THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
       1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
       OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
        BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED 
         INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
     OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
       OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
      ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL
         ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A)
      TO DOLE FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE
     UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
        RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN
     ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7)
         UNDER THE SECURITIES ACT, AN "ACCREDITED INVESTOR") THAT, PRIOR TO SUCH
TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. 
  BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
     OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
      TRUSTEE FOR THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE
      TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF
         AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY
     RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE
  WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
   SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF DOLE FOOD
COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE   
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT
    WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
    SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
       TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF
THIS NOTE, IF THE PROPOSED                                    

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      TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
   TRANSFER, FURNISH TO THE TRUSTEE AND DOLE FOOD COMPANY, INC. SUCH
       CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM
    MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
        PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
      REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE
      TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
     THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

           (ii) Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer 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:                                

                 (a) in the case of any Transfer Restricted Security that is a
     Certificated Note, the Registrar shall permit the Holder thereof to
         exchange such Transfer Restricted Security for a Certificated Note that
 does not bear the legend set forth in (i) above and rescind any
       restriction on the transfer of such Transfer Restricted Security; and

       (b) in the case of any Transfer Restricted Security
       represented by a Global Note, such Transfer Restricted Security shall
      not be required to bear the legend set forth in (i) above, but shall
    continue to be subject to the provisions of Section 2.6(b) hereof;
        provided, however, that with respect to any request for an exchange of
         a Transfer Restricted Security that is represented by a Global Note for
    a Certificated Note that does not bear the legend set forth in (i)
    above, which request is made in reliance upon Rule 144, the Holder
        thereof shall certify in writing to the Registrar that such request is
being made pursuant to Rule 144 (such certifications to be    
substantially in the form of Exhibit D(2) hereto).            

                 (iii) Notwithstanding the foregoing, upon consummation of the
Exchange Offer, the Company shall issue and, upon receipt of an authentication  
order in accordance with Section 2.2 hereof, the Trustee shall authenticate     
Series B Notes in exchange for Series A Notes accepted for exchange in the      
Exchange Offer, which Series B Notes shall not bear the legend set forth in (i) 
above, and the Registrar shall rescind any restriction on the transfer of such  
Series A Notes, in each case unless the Company has notified the Registrar in   
writing that the Holder of such Series A Notes is either (A) a broker-dealer,   
(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.            

               (iv) Each Global Note, whether or not a Transfer Restricted
Security, shall also bear the following legend on the fact thereof:             

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THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
       HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
      OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS
     NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER
        THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
     DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER
    THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
    NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
    DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
 EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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

                 (v) Any Global Note may be endorsed with or have incorporated
in the text thereof such legends or recitals or changes not inconsistent with   
the provisions of this Indenture as may be required by the Note Custodian, the  
Depositary or by the National Association of Securities Dealers, Inc. in order  
for the Notes to be tradable on the PORTAL Market or tradable on Euroclear or   
Clearstream or as may be required for the Notes to be tradable on any other     
market developed for trading of securities pursuant to Rule 144A or Regulation S
under the Securities Act or required to comply with any applicable law or any   
regulation thereunder or with the rules and regulations of any securities       
exchange or automated quotation system upon which the Notes may be listed or    
traded or to conform with any usage with respect thereto, or to indicate any    
special limitations or restrictions to which any particular Notes are subject.  

               (i) Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in Global Notes have been exchanged for        
Certificated Notes, redeemed,                                                   

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repurchased or canceled, all Global Notes shall be returned to or retained and  
canceled by the Trustee in accordance with Section 2.11 hereof. At any time     
prior to such cancellation, if any beneficial interest in a Global Note is      
exchanged for Certificated Notes, redeemed, repurchased or canceled, the        
principal amount of Notes represented by such Global Notes shall be reduced     
accordingly and an endorsement shall be made on such Global Note by the Trustee 
or the Note Custodian, at the direction of the Trustee, to reflect such         
reduction. In the event of any transfer of any beneficial interest between the  
Rule 144A Global Note and the Regulation S Global Note in accordance with the   
standing procedures and instructions between the Depositary and the Note        
Custodian and the transfer restrictions set forth herein, the aggregate         
principal amount of each of the Rule 144A Global Note and the Regulation S      
Global Note shall be appropriately increased or decreased, as the case may be,  
and an endorsement shall be made on each of the Rule 144A Global Note and the   
Regulation S Global Note by the Trustee or the Note Custodian, at the direction 
of the Trustee, to reflect such reduction or increase.                          

               (j) General Provisions Relating to Transfers and Exchanges.

               (i) To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate Certificated Notes and 
Global Notes at the Registrar's request.                                        

            (ii) No service charge shall be made to a Holder for any
registration of transfer, fee or exchange, but the Company may require payment  
of a sum sufficient to cover any transfer tax or similar governmental charge    
payable in connection therewith (other than any such transfer taxes or similar  
governmental charge payable upon exchange or transfer pursuant to Sections 3.6  
and 9.5 hereof).                                                                

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

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

(v) The Company shall not be required:      

                  (a) to issue, to register the transfer of or to exchange 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

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              (b) to register the transfer of or to exchange any Note so
    selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or                

                 (c) to register the transfer of or to exchange a Note between
a record date and the next succeeding interest payment date.  

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

               (vii) The Trustee shall authenticate Certificated Notes and
Global Notes in accordance with the provisions of Section 2.2 hereof.           

Section 2.7. Replacement Notes.                                                 

                 If any mutilated Note is surrendered to the Trustee or either
the Company or the Trustee receives evidence to its satisfaction of the         
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon receipt of an authentication order in accordance with Section 2.2 hereof,  
shall authenticate a replacement Note if the Trustee's requirements for         
replacement of Notes are met. If required by the Trustee or the Company, an     
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent   
and any authenticating agent from any loss that any of them may suffer if a Note
is replaced. The Trustee and the Company each may charge such Holder for their  
expenses in replacing such Note.                                                

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

Section 2.8. Outstanding Notes.                                                 

                 The Notes outstanding at any time are all the Notes that have
been authenticated by the Trustee except for those canceled by it, those        
delivered to it for cancellation, those reductions in the interest in a Global  
Note effected by the Trustee or the Note Custodian in accordance with the       
provisions hereof, and those described in this Section as not outstanding.      
Except as set forth in Section 2.9 hereof, a Note does not cease to be          
outstanding because the Company or any of its Affiliates holds the Note.        

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

                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.                                                                         

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

Section 2.9. 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, the Guarantors or by any Affiliate thereof shall be considered  
as though not outstanding, except that for the purposes of determining whether  
the Trustee shall be protected in relying on any such direction, waiver of      
consent, only Notes that a Responsible Officer of the Trustee knows are so owned
shall be so disregarded. The Company agrees to notify the Trustee of the        
existence of any such treasury Notes or Notes owned by the Company, any         
Guarantor or an Affiliate thereof.                                              

Section 2.10. Temporary Notes.                                                  

                Until Certificated Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an authentication order in         
accordance with Section 2.2 hereof, shall authenticate temporary Notes.         
Temporary Notes shall be substantially in the form of Certificated Notes, but   
may have such variations as the Company considers appropriate for temporary     
Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate Certificated
Notes in exchange for temporary Notes.                                          

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

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, or at the direction of the Trustee, the Registrar or Paying Agent, and 
no one else shall cancel all Notes surrendered for registration of transfer,    
exchange, payment, replacement or cancellation and shall dispose of all         

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canceled Notes in accordance with the Trustee's usual procedures. The Trustee   
shall maintain a record of all canceled Notes. All cancelled Notes shall be     
delivered to the Company. Subject to Section 2.7 hereof, the Company may not    
issue new Notes to replace Notes that have been 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, the Company shall pay the defaulted interest in any lawful manner plus,  
to the extent lawful, interest payable on the defaulted interest, to the Persons
who are Holders on a subsequent special record date, in each case at the rate   
provided in the Notes and in Section 4.1 hereof. The Company shall notify the   
Trustee in writing of the amount of defaulted interest proposed to be paid on   
each Note and the date of the proposed payment. The Company shall fix or cause  
to be fixed each such special record date and payment date, provided that no    
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record    
date, the Company (or, upon the written request of the Company, the Trustee in  
the name and at the expense of the Company) shall mail or cause to be mailed to 
Holders a notice that states the special record date, the related payment date  
and the amount of such interest to be paid.                                     

Section 2.13. Persons Deemed Owners.                                            

            Prior to due presentment of a Note for registration of
transfer and subject to Section 2.12 hereof, the Company, the Trustee, any      
Paying Agent, any co-registrar and any Registrar may deem and treat the person  
in whose name any Note shall be registered upon the register of Notes kept by   
the Registrar as the absolute owner of such Note (whether or not such Note shall
be overdue and notwithstanding any notation of the ownership or other writing   
thereon made by anyone other than the Company, any co-registrar or any          
Registrar) for the purpose of receiving all payments with respect to such Note  
and for all other purposes, and none of the Company, the Trustee, any Paying    
Agent, any co-registrar or any Registrar shall be affected by any notice to the 
contrary.                                                                       

Section 2.14. CUSIP Numbers.                                                    

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

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ARTICLE III.

 REDEMPTION AND REPURCHASE

Section 3.1. Notices to Trustee.                                                

         If the Company elects to redeem Notes pursuant to the
provisions of Section 3.7 or 3.8 hereof, it shall furnish to the Trustee, at    
least 30 days but not more than 60 days before the Redemption Date (unless a    
shorter notice period shall be satisfactory to the Trustee), an Officers'       
Certificate setting forth the Section of this Indenture pursuant to which the   
redemption shall occur, the Redemption Date, the principal amount of Notes to be
redeemed and the Redemption Price.                                              

           If the Company is required to offer to repurchase Notes
pursuant to the provisions of Section 4.10 or 4.15 hereof, it shall notify the  
Trustee in writing, at least 30 days but not more than 60 days before the       
Purchase Date, of the Section of this Indenture pursuant to which the repurchase
shall occur, the Purchase Date, the principal amount of Notes required to be    
repurchased and the Purchase Price and shall furnish to the Trustee an Officers'
Certificate to the effect that (a) the Company is required to make or has made a
Net Proceeds Offer or a Change of Control Offer, as the case may be, and (b) the
conditions set forth in Section 4.10 or 4.15 hereof, as the case may be, have   
been satisfied.                                                                 

           If the Registrar is not the Trustee, the Company shall,
concurrently with each notice of redemption or repurchase, cause the Registrar  
to deliver to the Trustee a certificate (upon which the Trustee may rely)       
setting forth the principal amounts of Notes held by each Holder.               

Section 3.2. Selection of Notes.                                                

                Except as set forth below, if less than all of the Notes are
to be redeemed, the Trustee shall select the Notes or portions thereof to be    
redeemed either (1) in compliance with the requirements of the principal        
national securities exchange, if any, on which the Notes are listed, or (2) on a
pro rata basis, by lot or by such method as the Trustee shall deem fair and     
appropriate. In the event of partial redemption by lot, the particular Notes or 
portions thereof to be redeemed shall be selected, unless otherwise provided    
herein, not less than 30 nor more than 60 days prior to the Redemption Date by  
the Trustee from the outstanding Notes not previously called for redemption.    

                If less than all of the Notes tendered are to be repurchased
pursuant to the provisions of Section 4.10 hereof, the Trustee shall select the 
Notes or portions thereof to be repurchased in compliance with Section 4.10. In 
the event of partial repurchase by lot, the particular Notes or portions thereof
to be repurchased shall be selected at the close of business of the last        
Business Day prior to the Purchase Date. If less than all of the Notes tendered 
are to                                                                          

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be repurchased pursuant to the provisions of Section 3.8 hereof, the Trustee    
shall select the Notes only on a pro rata basis or on as nearly a pro rata basis
as is practicable (subject to DTC procedures).                                  

               The Trustee shall promptly notify the Company in writing of
the Notes or portions thereof selected for redemption or repurchase and, in the 
case of any Note selected for partial redemption or repurchase, the principal   
amount thereof to be redeemed or repurchased. Notes and portions thereof        
selected shall be in amounts of $1,000 or integral multiples of $1,000; except  
that if all of the Notes of a Holder are to be redeemed, the entire outstanding 
amount of Notes held by such Holder, even if not a multiple of $1,000, shall be 
redeemed. No Notes of a principal amount of $1,000 or less shall be redeemed in 
part.                                                                           

Section 3.3. Notice of Optional or Special Redemption.                          

                 In the event Notes are to be redeemed pursuant to Section 3.7
or 3.8 hereof, at least 30 days but not more than 60 days before the Redemption 
Date, the Company shall mail a notice of redemption to each Holder whose Notes  
are to be redeemed in whole or in part, with a copy to the Trustee.             

                 The notice shall identify the Notes or portions thereof to be
redeemed (including the CUSIP number, if any) and shall state:                  

(a) the Redemption Date;                    

(b) the Redemption Price;                   

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

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

               (e) that Notes called for redemption must be surrendered to
        the Paying Agent to collect the Redemption Price, Additional Interest,
       if any, and, unless the Redemption Date is after a record date and or
       before the succeeding interest payment date, accrued interest thereon
to the Redemption Date;                                       

                  (f) that, unless the Company defaults in making the redemption
   payment, interest and any Additional Interest on Notes called for
       redemption will cease to accrue on and after the Redemption Date, and
     the only remaining right of the Holders of such Notes is to receive
      payment of the Redemption Price, any Additional Interest and, unless
 the Redemption Date is after a record date and on or before the
succeeding                                                    

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        interest payment date, accrued interest thereon to the Redemption Date
upon surrender to the Paying Agent of the Notes redeemed;     

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

              (h) the paragraph of the Notes pursuant to which the Notes
called for redemption are being redeemed; and                 

               (i) that no representation is made as to the correctness or
        accuracy of the CUSIP number, if any, listed in such notice or printed
on the Notes and that reliance may be placed only on the other
identification numbers printed on the Notes.                  

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided that the Company  
shall deliver to the Trustee, at least 40 days 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 is mailed, Notes or portions thereof
called for redemption become due and payable on the Redemption Date at the      
Redemption Price. Upon surrender to any Paying Agent, such Notes or portions    
thereof shall be paid at the Redemption Price, plus Additional Interest, if any,
and accrued interest to the Redemption Date; provided, however, that            
installments of interest which are due and payable on or prior to the Redemption
Date shall be payable to the Holders of such Notes, registered as such, at the  
close of business on the relevant record date for the payment of such           
installment of interest.                                                        

Section 3.5. Deposit of Redemption Price or Purchase Price.                     

                On or before 10:00 a.m. Eastern Time on each Redemption Date
or Purchase Date, the Company shall irrevocably deposit with the Trustee or with
the Paying Agent money sufficient to pay the aggregate amount due on all Notes  
to be redeemed or repurchased on that date, including without limitation any    
accrued and unpaid interest and Additional Interest, if any, to the Redemption  
Date or Repurchase Date. Upon written request by the Company, the Trustee or the
Paying Agent shall promptly return to the Company any money not required for    
that purpose.                                                                   

                Unless the Company defaults in making such payment, interest
and any Additional Interest on the Notes to be redeemed or repurchased will     
cease to accrue on the                                                          

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applicable Redemption Date or Purchase Date, whether or not such Notes are      
presented for payment. If any Note called for redemption shall not be so paid   
upon surrender because of the failure of the Company to comply with the         
preceding paragraph, interest will be paid on the unpaid principal, from the    
applicable Redemption Date or Purchase Date until such principal is paid, and on
any interest not paid on such unpaid principal, in each case at the rate        
provided in the Notes and in Section 4.1 hereof.                                

Section 3.6. Notes Redeemed or Repurchased in Part.                             

               Upon surrender of a Note that is redeemed or repurchased 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 portion of
the Note surrendered that is not to be redeemed or repurchased.                 

Section 3.7. Optional Redemption.                                               

                 The Company may redeem any or all of the Notes at any time on
or after June 15, 2007 at the Redemption Prices set forth in the Notes (an      
"Optional Redemption"). Any redemption pursuant to this Section 3.7 shall be    
made pursuant to the provisions of Sections 3.1 through 3.6 hereof.             

Section 3.8. Optional Redemption Upon Equity Offerings.                         

         In the event the Company completes one or more Equity
Offerings on or before June 15, 2006, the Company, at its option, may use the   
net cash proceeds from any such Equity Offering to redeem up to 35% of the      
original principal amount of the Notes (a "Special Redemption") at a Redemption 
Price of 107.250% of the principal amount thereof, together with accrued and    
unpaid interest and Additional Interest, if any, to the date of redemption,     
provided, however, that at least 65% of the original principal amount of the    
Notes initially issued under this Indenture will remain outstanding immediately 
after each such Special Redemption; and provided, further, that such Special    
Redemption shall occur within 90 days after the date of the closing of the      
applicable Equity Offering. Any redemption pursuant to this Section 3.8 shall be
made pursuant to the provisions of Sections 3.1 through 3.6 hereof.             

Section 3.9. Repurchase upon Change of Control Offer.                           

           In the event that, pursuant to Section 4.15 hereof, the
Company shall be required to commence a Change of Control Offer, it shall follow
the procedures specified below.                                                 

              The Change of Control Offer shall remain open for a period
from the date of the mailing of the notice of the Change of Control Offer       
described in the next paragraph until a date determined by the Company which is 
at least 30 but no more than 60 days from the                                   

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date of mailing of such notice and no longer, except to the extent that a longer
period is required by applicable law (the "Change of Control Offer Period"). On 
the Purchase Date, which shall be no later than the last day of the Change of   
Control Offer Period, the Company shall purchase the principal amount of Notes  
properly tendered in response to the Change of Control Offer. Payment for any   
Notes so purchased shall be made in the same manner as interest payments are    
made.                                                                           

                Prior to the mailing of the notice referred to above, but in
any event within 30 days following any Change of Control, the Company covenants 
to (1) repay in full all Obligations, and terminate all commitments, under the  
Credit Agreement and all other Guarantor Senior Debt the terms of which require 
repayment upon a Change of Control or offer to repay in full all Obligations,   
and terminate all commitments under, the Credit Agreement and all other such    
Guarantor Senior Debt and to repay the Indebtedness owed to (and terminate the  
commitments of) each lender which has accepted such offer; or (2) obtain the    
requisite consents under the Credit Agreement and all other Guarantor Senior    
Debt to permit the repurchase of the Notes as provided below. The Company shall 
first comply with the covenant in the immediately preceding sentence before it  
shall be required to either repurchase Notes or send the notice pursuant to the 
provisions described above. The Company's failure to comply with the covenant   
described in the second preceding sentence (and any failure to send the notice  
referred to in the immediately succeeding paragraph as a result of the          
prohibition in the second preceding sentence) may (with notice and lapse of     
time) constitute an Event of Default described in clause (c) of Section 6.1     
hereof, but shall not constitute an Event of Default described in clause (b)    
under Section 6.1 hereof.                                                       

               Within 30 days following any Change of Control, the Company
shall send, by first class mail, a notice to the Trustee and each of the        
Holders. The notice shall contain all instructions and materials necessary to   
enable such Holders to tender Notes pursuant to the Change of Control Offer. The
Change of Control shall be made to all Holders. The notice, which shall govern  
the terms of the Change of Control Offer, shall state:                          

                  (a) the transaction or transactions that constitute the Change
      of Control, providing information, to the extent publicly available,
         regarding the Person or Persons acquiring control, and stating that the
        Change of Control Offer is being made pursuant to this Section 3.9 and
        Section 4.15 hereof and that, to the extent lawful, all Notes tendered
will be accepted for payment;                                 

                 (b) the Purchase Price, the last day of the Change of Control
Offer Period, and the Purchase Date;                          

            (c) that any Note not properly tendered or otherwise not
         accepted for repurchase will continue to accrue interest and Additional
Interest, if any;                                             

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               (d) that, unless the Company defaults in the payment of the
         amount due on the Purchase Date, all Notes or portions thereof accepted
       for repurchase pursuant to the Change of Control Offer shall cease to
     accrue interest and Additional Interest, if any, after the Purchase
Date;                                                         

                  (e) that Holders electing to have any Notes purchased pursuant
      to the Change of Control Offer will be required to tender the Notes,
    with the form entitled "Option of Holder To Elect Purchase" on the
        reverse of the Notes completed, or transfer by book-entry transfer, to
     the Company, a Depositary, if appointed by the Company, or a Paying
       Agent at the address specified in the notice not later than the third
Business Day preceding the Purchase Date;                     

                (f) that Holders will be entitled to withdraw their election
         if the Company, the Depositary or the Paying Agent, as the case may be,
        receives, not later than the expiration of the Change of Control Offer
        Period, a telegram, facsimile transmission or letter setting forth the
 name of the Holder, the principal amount of Notes delivered for
 repurchase, and a statement that such Holder is withdrawing his
election to have the Notes redeemed in whole or in part; and  

              (g) that Holders whose Notes are being repurchased only in
        part will be issued new Notes equal in principal amount to the portion
       of the Notes tendered (or transferred by book-entry transfer) that is
 not to be repurchased, which portion must be equal to $1,000 in
principal amount or an integral multiple thereof.             

            On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment all Notes or portions thereof properly    
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying  
Agent an amount equal to the Purchase Price, together with accrued and unpaid   
interest and Additional Interest, if any, thereon to the Purchase Date in       
respect of all Notes or portions thereof so tendered and accepted for repurchase
and (iii) deliver or cause to be delivered to the Trustee the Notes so accepted 
together with an Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being repurchased by the Company. The Paying Agent    
shall promptly (but in any case not later than five days after the Purchase     
Date) mail to each Holder of Notes so repurchased the amount due in connection  
with such Notes, and the Company shall promptly issue a new Note, and the       
Trustee, upon written request from the Company in the form of an Officers'      
Certificate shall authenticate and mail or deliver (or cause to transfer by book
entry) to each relevant Holder a new Note, in a principal amount equal to any   
unpurchased portion of the Notes surrendered to the Holder thereof; provided,   
that each such new Note shall be in a principal amount of $l,000 or and integral
multiple thereof. The Company shall publicly announce the results of the Change 
of Control Offer on or as soon as practicable after the Purchase Date.          

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               If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid      
interest and Additional Interest, if any, in each case to the Purchase Date,    
shall be paid to the Person in whose name a Note is registered at the close of  
business on such record date, and no additional interest shall be payable to    
Holders pursuant to the Change of Control Offer.                                

Section 3.10. Repurchase upon Application of Excess Proceeds.                   

             In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence a Net Proceeds Offer, it shall follow the 
procedures specified below.                                                     

             The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds   
Offer. The Net Proceeds Offer shall be made to all Holders. Each Net Proceeds   
Offer will be mailed to the record Holders as shown on the register of Holders  
within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the
Trustee, and shall comply with the procedures set forth in this Indenture. Upon 
receiving notice of the Net Proceeds Offer, Holders may elect to tender their   
Notes in whole or in part in integral multiples of $1,000 in exchange for cash. 
A Net Proceeds Offer shall remain open for a period of 20 Business Days or such 
longer period as may be required by law. The notice, which shall govern the     
terms of the Net Proceeds Offer, shall state:                                   

                  (a) that the Net Proceeds Offer is being made pursuant to this
Section 3.10 and Section 4.10 hereof;                         

                 (b) the Net Proceeds Offer Amount, the Purchase Price and the
Purchase Date;                                                

            (c) that any Note not properly tendered or otherwise not
accepted for repurchase shall continue to accrue interest and 
Additional Interest, if any;                                  

               (d) that, unless the Company defaults in the payment of the
         amount due on the Purchase Date, all Notes or portions thereof accepted
         for repurchase pursuant to the Net Proceeds Offer shall cease to accrue
    interest and Additional Interest, if any, after the Purchase Date;

           (e) that Holders electing to have any Notes repurchased
    pursuant to any Net Proceeds Offer shall be required to tender the
         Notes, with the form entitled Option of Holder To Elect Purchase on the
        reverse of the Notes completed, or transfer by book-entry transfer, to
     the Company, a Depositary, if appointed by the Company, or a Paying
    Agent at the address specified in the notice prior to the close of
 business on the third Business Day preceding the Purchase Date;

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                (f) that Holders will be entitled to withdraw their election
         if the Company, the Depositary or the Paying Agent, as the case may be,
   receives, not later than the Purchase Date, a telegram, facsimile
  transmission or letter setting forth the name of the Holder, the
        principal amount of the Notes delivered for repurchase and a statement
 that such Holder is withdrawing his election to have such Notes
repurchased in whole or in part;                              

             (g) that, to the extent Holders properly tender Notes and
    holders of Pari Passu Debt properly tender such Indebtedness in an
        amount exceeding the Net Proceeds Offer Amount, the tendered Notes and
    Pari Passu Debt will be purchased on a pro rata basis based on the
  aggregate amounts of Notes and Pari Passu Debt tendered (and the
       Trustee shall select the tendered Notes of tendering Holders on a pro
rata basis based on the amount of Notes tendered); and        

              (h) that Holders whose Notes are being repurchased only in
        part will be issued new Notes equal in principal amount to the portion
       of the Notes tendered (or transferred by book-entry transfer) that is
 not to be repurchased, which portion must be equal to $1,000 in
principal amount or an integral multiple thereof.             

              On or before the Purchase Date, the Company shall to the
extent lawful, (i) accept for payment, on a pro rata basis in accordance with   
this Indenture to the extent necessary, the Net Proceeds Offer Amount of (A)    
Notes or portions thereof properly tendered pursuant to the Net Proceeds Offer  
and (B) properly tendered Pari Passu Debt, or if less than the Net Proceeds     
Offer Amount has been tendered, all Notes and Pari Passu Debt properly tendered,
(ii) deposit with the Paying Agent an amount equal to the Purchase Price, plus  
accrued and unpaid interest and Additional Interest, if any, thereon to the     
Purchase Date in respect of all Notes or portions thereof so tendered and       
accepted for repurchase and (iii) deliver or cause to be delivered to the       
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being repurchased by the
Company. The Paying Agent shall promptly (but in any case not later than five   
days after the Purchase Date) mail to each Holder of Notes so repurchased the   
amount due in connection with such Notes, and the Company shall promptly issue a
new Note, and the Trustee, upon written request from the Company in the form of 
an Officers' Certificate shall authenticate and mail or deliver such new Note to
such Holder, in a principal amount equal to any unpurchased portion to the      
Holder thereof; provided, that each such new Note shall be in a principal amount
of $1,000 or an integral multiple thereof. The Company shall publicly announce  
the results of the Net Proceeds Offer on or as soon as practicable after the    
Purchase Date.                                                                  

                 If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid      
interest and Additional Interest, if any, in each case to the Purchase Date,    
shall be paid to the Person in whose name a Note is                             

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registered at the close of business on such record date, and no additional      
interest shall be payable to Holders to the Net Proceeds Offer.                 

 ARTICLE IV.

 COVENANTS

Section 4.1. Payment of Principal and Interest.                                 

            The Company shall pay or cause to be paid the principal,
Redemption Price and Purchase Price of, and interest on the Notes on the dates, 
in the amounts and in the manner provided herein and in the Notes. Principal,   
Redemption Price, Purchase Price and interest shall be considered paid on the   
date due if the Paying Agent, if other than the Company, holds as of 10:00 a.m. 
Eastern Time on the due date money deposited by the Company in immediately      
available funds and designated for and sufficient to pay the aggregate amount   
then due. The Company shall pay all Additional Interest, if any, on the dates,  
in the amounts and in the manner set forth in the Registration Rights Agreement.

           The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal,      
Redemption Price and Purchase Price at the rate equal to 1% per annum in excess 
of the then applicable interest rate on the Notes to the extent lawful; it shall
pay interest (including post-petition interest in any proceeding under any      
Bankruptcy Law) on overdue installments of interest and Additional Interest     
(without regard to any applicable grace period) at the same rate to the extent  
lawful.                                                                         

Section 4.2. Maintenance of Office or Agency.                                   

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

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

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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. The Trustee may resign such agency at any time by giving written   
notice to the Company no later than 30 days prior to the effective date of such 
resignation.                                                                    

Section 4.3. Reports.                                                           

               Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will deliver to   
each Holder, within the time periods specified in the Commission's rule and     
regulations:                                                                    

                 (i) all quarterly and annual financial information that would
      be required to be contained in a filing with the Commission on Forms
10-Q and 10-K if the Company were required to file such Forms,
including a "Management's Discussion and Analysis of Financial
   Condition and Results of Operations" that describes the financial
         condition and results of operations of the Company and its consolidated
    Subsidiaries (including a "Management's Discussion and Analysis of
      Financial Condition and Results of Operations") and, with respect to
the annual information only, a report thereon by the Company's
certified independent accountants; and                        

               (ii) all current reports that would be required to be filed
      with the Commission on Form 8-K if the Company were required to file
     such reports, in each case within the time periods specified in the
Commission's rules and regulations.                           

                 In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by   
the rules and regulations of the Commission, the Company will file              
electronically via the Electronic Data Gathering, Analysis and Retrieval (EDGAR)
system or any successor system maintained by the Commission a copy of all such  
information and reports with the Commission for public availability within the  
time periods specified in the Commission's rules and regulations (unless the    
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. In addition, the    
Company has agreed that, for so long as any Notes remain outstanding, it will   
furnish to the Holders and to securities analysts and prospective investors,    
upon their request, the information required to be delivered pursuant to Rule   
144A(d)(4) under the Securities Act.                                            

Section 4.4. Compliance Certificate.                                            

                The Company and each Guarantor shall deliver to the Trustee,
within 120 days after the end of each fiscal year, an Officers' Certificate     
further stating that a review of the                                            

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activities of the Company and its Subsidiaries during the preceding fiscal year 
has been made under the supervision of the signing Officers with a view to      
determining whether the Company has kept, observed, performed and fulfilled its 
obligations under this Indenture in all material respects, and further stating, 
as to each such Officer signing such certificate, that to the best of his or her
knowledge the Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture in all material respects and is not in     
Default in the performance or observance of any of the terms, provisions and    
conditions of this Indenture (and, if a Default or Event of Default shall have  
occurred, describing all such Defaults or Events of Default) of which he or she 
may have knowledge, and that to the best of his or her knowledge no event has   
occurred and remains in existence by reason of which, payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event   
has occurred, a description of the event.                                       

                  So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial  
statements delivered pursuant to Section 4.3 above shall be accompanied by a    
written statement of the Company's independent public accountants (who shall be 
a firm of established national reputation) that in making the examination       
necessary for certification of such financial statements, nothing has come to   
their attention that would lead them to believe that the Company has violated   
any provisions of Article IV or Article V hereof or, if any such violation has  
occurred, specifying the nature and period of existence thereof, it being       
understood that such accountants shall not be liable directly or indirectly to  
any Person for any failure to obtain knowledge of any such violation.           

      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith (and in any event within five    
Business Days) upon any Officer of the Company becoming aware of any Default or 
Event of Default an Officers' Certificate specifying such Default or Event of   
Default.                                                                        

Section 4.5. Taxes.                                                             

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

Section 4.6. 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, that may     
affect the covenants or the performance of this Indenture; and the Company      

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(to the extent that it may lawfully do so) hereby expressly waives all benefit  
or advantage of any such law, and covenants 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
such law has not been enacted.                                                  

Section 4.7. Limitation on Restricted Payments.                                 

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

            (1) declare or pay any dividend or make any distribution
     (other than dividends or distributions payable in Qualified Capital
   Stock of the Company) on or in respect of shares of the Company's
Capital Stock to holders of such Capital Stock;               

                 (2) purchase, redeem or otherwise acquire or retire for value
        any Capital Stock of the Company or any warrants, rights or options to
purchase or acquire shares of any class of such Capital Stock;

                 (3) make any principal payment on, purchase, defease, redeem,
         prepay, decrease or otherwise acquire or retire for value, prior to any
scheduled final maturity, scheduled redemption or repayment or
      scheduled sinking fund payment, any Subordinated Indebtedness (other
        than intercompany Indebtedness among the Company and/or the Guarantors
        which Indebtedness was permitted to be incurred pursuant to clause (6)
or (7) of the definition of "Permitted Indebtedness"); or     

              (4) make any Investment (other than Permitted Investments)

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being 
referred to as a "Restricted Payment") if at the time of such Restricted Payment
or immediately after giving effect thereto,                                     

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

           (ii) the Company is not able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) in
compliance with paragraph (a) of Section 4.9 hereof; or       

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

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                           (v) 50% of the cumulative Consolidated Net Income (or
                if cumulative Consolidated Net Income shall be a loss, minus
              100% of such loss) of the Company earned during the period
                commencing on and including March 23, 2003 and ending on the
                  last day of the most recent fiscal quarter for which financial
                 information is available to the Company (treating such period
as a single accounting period); plus        

                         (w) 100% of the aggregate net cash proceeds and the
                  fair market value (as determined in good faith by the Board of
                 Directors of the Company) of any asset or property other than
              cash received by the Company from any Person (other than a
              Subsidiary of the Company) as a contribution to capital or
                  from the issuance and sale subsequent to the Issue Date and on
           or prior to the date such Restricted Payment is made of
                  Qualified Capital Stock of the Company or warrants, options or
                  other rights to acquire Qualified Capital Stock of the Company
                 (but excluding any debt security that is convertible into, or
          exchanged for, Qualified Capital Stock until such debt
                 security has been converted into, or exchanged for, Qualified
Capital Stock); plus                        

                        (x) without duplication of any amounts included in
                  clause (iii)(w) above, 100% of the aggregate net cash proceeds
                 of any equity contribution received by the Company subsequent
                 to the Issue Date and on or prior to the date such Restricted
                Payment is made from a holder of the Company's Capital Stock
                (excluding, in the case of clauses (iii)(w) and (x), any net
               cash proceeds from an Equity Offering to the extent used to
                redeem the Notes in compliance with the provisions set forth
under Section 3.8 hereof); plus             

          (y) without duplication, the sum of:

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

                              (2) the net cash proceeds and the fair
                      market value (as determined in good faith by the
                        Board of Directors of the Company) of any asset or
                         property other than cash received by the Company or
                 any of its Restricted Subsidiaries from the
                           disposition of all or any portion of such Investments
                      (other than to a Subsidiary of the Company); and

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

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                provided, however, that the amounts included in clauses (1),
                (2) and (3) above shall not be included in "Consolidated Net
       Income" for purposes of clause (iii)(v) above; plus

(z) $35.0 million.        

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

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

             (2) the acquisition of any shares of Capital Stock of the
       Company either (i) solely in exchange for shares of Qualified Capital
         Stock of the Company or (ii) through the application of net proceeds of
         a substantially concurrent sale for cash (other than to a Subsidiary of
   the Company) of shares of Qualified Capital Stock of the Company;

         (3) the repurchase, redemption or other payment or an
   acquisition of any Subordinated Indebtedness either (i) solely in
        exchange for shares of Qualified Capital Stock of the Company, or (ii)
       through the application of net proceeds of a substantially concurrent
   sale (other than to a Subsidiary of the Company) of (a) shares of
    Qualified Capital Stock of the Company for cash or (b) Refinancing
Indebtedness;                                                 

            (4) so long as no Default or Event of Default shall have
       occurred and be continuing, dividends or distributions to Holdings to
      permit it to repurchase Common Stock of Holdings or purchases by the
       Company of Common Stock of Holdings from employees of Holdings or the
        Company or any of its Subsidiaries or their authorized representatives
 upon the death, disability or termination of employment of such
     employees, in an aggregate amount not to exceed $2.0 million in any
calendar year;                                                

                  (5) loans, advances, dividends or distributions by the Company
         to Holdings not to exceed an amount necessary to permit Holdings to pay
     any costs (including, without limitation, all professional fees and
   expenses) incurred to comply with its reporting obligations under
      federal or state laws in connection with the Credit Agreement or any
         other agreement or instrument relating to Indebtedness of Holdings, the
Company or any Restricted Subsidiary, or otherwise incurred in
        connection with compliance with applicable laws or applicable rules of
         any governmental, regulatory or self-regulatory body or stock exchange,
      including in respect of reports filed with respect to the Securities
Act, the Exchange Act or the respective rules and regulations 
       promulgated thereunder and, for so long as Holdings' primary business
is to hold the                                                

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    Capital Stock of the Company, all other costs incurred by Holdings
      relating to Holdings' ownership of the Capital Stock of the Company;

                 (6) payments by the Company to Holdings to pay (x) any taxes,
    charges or assessments (other than federal, state and local income
         taxes and withholding imposed on payments made by Holdings) required to
   be paid by Holdings by virtue of its being incorporated or having
       capital stock outstanding (but not by virtue of owning stock or other
      equity interests of any corporation other than the Company or any of
        its Subsidiaries), or being a holding company parent of the Company or
         receiving actual or, in the case of Subsidiaries of the Company, deemed
      dividends from or other distributions in respect of the stock of the
Company or any of its Subsidiaries, or having guaranteed any  
  obligations of the Company or any Subsidiary, or having made any
 payment in respect of any of the items for which the Company is
         permitted to make payments to Holdings pursuant to this covenant or (y)
        any other federal, state, foreign, provincial or local taxes for which
      Holdings is liable up to an amount not to exceed with respect to any
        such taxes the total amount of such taxes which the Company would have
       been required to pay on a separate company basis or on a consolidated
      basis if the Company had filed a consolidated return on behalf of an
      affiliated group (as defined in Section 1504 of the Internal Revenue
        Code of 1986, as amended, or an analogous provision of state, local or
     foreign law) of which it were the common parent, or with respect to
       state and local taxes, on a combined basis if the Company had filed a
     combined return on behalf of an affiliated group of which it were a
member;                                                       

               (7) payments made to purchase, redeem, defease or otherwise
  acquire or retire for value any Subordinated Indebtedness of the
  Company pursuant to provisions requiring the Company to offer to
         purchase, redeem, defease or otherwise acquire or retire for value such
        Subordinated Indebtedness upon the occurrence of a "change of control"
         as defined in the agreements or instruments governing such Subordinated
        Indebtedness; provided, however, that the Company has made a Change of
       Control Offer and has purchased all Notes tendered in connection with
such Change of Control Offer;                                 

                 (8) repurchase of Capital Stock deemed to occur upon exercise
    of stock options if such Capital Stock represents a portion of the
exercise price of those options;                              

                  (9) payments to the Dole Food Company Inc. Excess Savings Plan
     or any trust established with respect to the Dole Food Company Inc.
Excess Savings Plan; and                                      

             (10) payments made to the holders of Capital Stock in any
       Person that is merged or consolidated with or into the Company or any
        Restricted Subsidiary pursuant to any merger, consolidation or sale of
  assets effected in accordance with Section 5.1 hereof; provided,
however, that no such payment may be made pursuant to this    

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        clause (10) unless, after giving pro forma effect to such transaction,
and the incurrence of any Indebtedness in connection with such
    transaction and the use of the proceeds from such transaction, the
       Company would be able to incur $1.00 of additional Indebtedness under
paragraph (a) of Section 4.9 hereof.                          

              In determining the aggregate amount of Restricted Payments
made subsequent to the Issue Date in accordance with clause (iii) of the second 
preceding paragraph, amounts expended pursuant to clauses (1), (2)(ii),         
(3)(ii)(a) and (4) of the immediately preceding paragraph shall be included in  
such calculation.                                                               

Section 4.8. Limitation on Dividend and Other Payment Restrictions Affecting    
Restricted Subsidiaries                               

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

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

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

                (3) transfer any of its property or assets to the Company or
any other Restricted Subsidiary of the Company,               

except in each case for such encumbrances or restrictions existing under or by  
reason of:                                                                      

        (a) applicable law or any rule, regulation or order;

               (b) this Indenture, the Notes, the Guarantees, the Existing
       Notes, the Existing Note Guarantees, the 2011 Notes and the 2011 Note
Guarantees;                                                   

              (c) customary non-assignment provisions or restrictions on
 cash or other deposits and net worth covenants contained in any
        contract or any lease governing a leasehold interest of any Restricted
Subsidiary of the Company;                                    

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

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               (e) agreements or instruments existing on the Issue Date to
         the extent and in the manner such agreements are in effect on the Issue
 Date, including the 2011 Notes Indenture and the Existing Notes
Indenture;                                                    

(f) the Credit Agreement;                   

                 (g) an agreement governing Guarantor Senior Debt permitted to
    be incurred under this Indenture (other than Guarantor Senior Debt
       under, or with respect to, the Credit Agreement); provided that, with
    respect to any agreement governing such Guarantor Senior Debt, the
    provisions relating to such encumbrance or restriction are no less
       favorable to the Company in any material respect as determined by the
    Board of Directors of the Company in its reasonable and good faith
      judgment than the provisions contained in the Credit Agreement as in
effect on the Issue Date;                                     

                  (h) restrictions on the transfer of assets subject to any Lien
    permitted under this Indenture imposed by the holder of such Lien;

               (i) restrictions imposed by any agreement to sell assets or
        Capital Stock permitted under this Indenture to any Person pending the
closing of such sale;                                         

                  (j) customary provisions in joint venture agreements and other
    similar agreements (in each case relating solely to the respective
  joint venture or similar entity or the equity interests therein)
entered into in the ordinary course of business;              

                  (k) other Indebtedness of Restricted Subsidiaries that are not
      Guarantors permitted to be incurred pursuant to an agreement entered
  into subsequent to the Issue Date in accordance with Section 4.9
       hereof; provided, however, that the Board of Directors of the Company
      determines in good faith at the time such dividend and other payment
restrictions are created that such dividend and other payment 
       restrictions do not materially adversely affect the Company's ability
to pay principal of, and interest on, the Notes;              

             (l) purchase money obligations (including any Capitalized
         Lease Obligations) relating to property acquired in the ordinary course
of business;                                                  

             (m) Liens securing Indebtedness otherwise permitted to be
      incurred under Sections 4.12 and 4.23(a) hereof (including Permitted
    Liens) that limit the right of the debtor to dispose of the assets
subject to such Liens; and                                    

                 (n) an agreement governing Indebtedness incurred to Refinance
       the Indebtedness issued, assumed or incurred pursuant to an agreement
 referred to in clauses (b), (d), (e) and (g) through (m) above;
        provided, however, that the provisions relating to such encumbrance or
restriction contained in any such Indebtedness are not in the 

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         aggregate materially less favorable to the Company as determined by the
      Board of Directors of the Company in their reasonable and good faith
judgment than the provisions relating to such encumbrance or  
      restriction contained in agreements referred to in such clauses (b),
(d), (e) and (g) through (m).                                 

Section 4.9. Limitation on Incurrence of Additional Indebtedness.               

            (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume,      
guarantee, acquire, become liable, contingently or otherwise, with respect to,  
or otherwise become responsible for payment of (collectively, "incur") any      
Indebtedness (other than Permitted Indebtedness); provided, however, that if no 
Default or Event of Default shall have occurred and be continuing at the time of
or as a consequence of the incurrence of any such Indebtedness, the Company or  
any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a  
Guarantor may incur Indebtedness (including, without limitation, Acquired       
Indebtedness) and any Restricted Subsidiary of the Company that is not or will  
not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness,  
in each case if on the date of the incurrence of such Indebtedness, after giving
effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio  
of the Company is greater than 2.0 to 1.0.                                      

                 (b) Notwithstanding the preceding paragraph, the Company will
not incur any Indebtedness if such Indebtedness is by its terms subordinate or  
junior in right of payment to any other Indebtedness of the Company, unless such
Indebtedness is also by its terms made subordinate or junior in right of payment
to the Notes to the same extent and in the same manner as such Indebtedness is  
subordinated to other Indebtedness of the Company.                              

Section 4.10. Limitation on Asset Sales.                                        

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

               (1) the Company or the applicable Restricted Subsidiary, as
        the case may be, receives consideration at the time of such Asset Sale
         at least equal to the fair market value of the assets sold or otherwise
    disposed of (as determined in good faith by the Company's Board of
Directors);                                                   

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

                        (a) the amount of any liabilities (as shown on the
                 Company's or such Restricted Subsidiary's most recent balance
sheet) of the Company or any                

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                  such Restricted Subsidiary (other than liabilities that are by
                their terms subordinated in right of payment to the Notes or
         any Guarantee of a Guarantor) that are assumed by the
transferee of any such assets, and          

                          (b) the fair market value of any securities or other
         assets received by the Company or any such Restricted
                 Subsidiary in exchange for any such assets that are converted
    into cash within 180 days after such Asset Sale,

shall be deemed to be cash for purposes of this provision; and

                 (3) upon the consummation of an Asset Sale, the Company shall
   apply, or cause such Restricted Subsidiary to apply, the Net Cash
         Proceeds relating to such Asset Sale within 365 days of receipt thereof
     (provided that if the Company or such Restricted Subsidiary, as the
     case may be, has entered into an agreement in definitive form to so
    apply such Net Cash Proceeds, the transaction contemplated by such
       agreement must be consummated within the later of such 365 day period
        and 120 days from the date of the execution of such agreement) either:

                   (a) to repay any Obligations under the Credit
                  Agreement or any Guarantor Senior Debt and, in the case of any
                 such Indebtedness under a revolving credit facility, effect a
                permanent reduction in the availability under such revolving
credit facility;                            

                        (b) to make an investment in properties and assets
                that replace the properties and assets that were the subject
             of such Asset Sale or in properties and assets (including
           Capital Stock) that will be used in the business of the
              Company and its Restricted Subsidiaries as existing on the
          Issue Date or in businesses reasonably related thereto
("Replacement Assets"); and/or              

                   (c) a combination of repayment and investment
         permitted by the foregoing clauses (3)(a) and (3)(b).

                (B) Pending the final application of such Net Cash Proceeds,
the Company may temporarily reduce borrowings under the Credit Agreement or any 
other revolving credit facility, if any. On the 366th day after an Asset Sale or
such earlier date, if any, as the Board of Directors of the Company or of such  
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to 
such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph  
(A) above or, in the event that a definitive agreement has been entered into    
prior to such 366th day pursuant to which the Net Cash Proceeds are to be       
applied, on the later of the 366th day and the 121st day after the execution of 
such agreement (each, a "Net Proceeds Offer Trigger Date"), such aggregate      
amount of Net Cash Proceeds which have not been applied on or before such Net   
Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of
the preceding paragraph (each a "Net Proceeds Offer Amount") shall be applied by

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the Company or such Restricted Subsidiary to make an offer to purchase (the "Net
Proceeds Offer") to all Holders and, to the extent required by the terms of any 
Pari Passu Debt, an offer to purchase to all holders of such Pari Passu Debt, on
a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60
days following the applicable Net Proceeds Offer Trigger Date, from all Holders 
(and holders of any such Pari Passu Debt) on a pro rata basis, that amount of   
Notes (and Pari Passu Debt) equal to the Net Proceeds Offer Amount at a price   
equal to 100% of the principal amount of the Notes (and Pari Passu Debt) to be  
purchased, plus accrued and unpaid interest thereon, if any, to the date of     
purchase.                                                                       

                 (C) If at any time any non-cash consideration received by the
Company or any Restricted Subsidiary of the Company, as the case may be, in     
connection with any Asset Sale is converted into or sold or otherwise disposed  
of for cash (other than interest received with respect to any such non-cash     
consideration), then such conversion or disposition shall be deemed to          
constitute an Asset Sale hereunder as of the date of such conversion or         
disposition and the Net Cash Proceeds thereof shall be applied in accordance    
with this Section 4.10.                                                         

                (D) The Company may defer the Net Proceeds Offer until there
is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of   
$15.0 million resulting from one or more Asset Sales (at which time the entire  
unutilized Net Proceeds Offer Amount, and not just the amount in excess of $15.0
million, shall be applied as required pursuant to this Section 4.10).           

                  (E) In the event of the transfer of substantially all (but not
all) of the property and assets of the Company and its Restricted Subsidiaries  
as an entirety to a Person in a transaction permitted under Section 5.1, which  
transaction does not constitute a Change of Control, the successor corporation  
shall be deemed to have sold the properties and assets of the Company and its   
Restricted Subsidiaries not so transferred for the purposes of this covenant,   
and shall comply with the provisions of this covenant with respect to such      
deemed sale as if it were an Asset Sale. In addition, the fair market value of  
such properties and assets of the Company or its Restricted Subsidiaries deemed 
to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 
4.10.                                                                           

                 (F) If any Net Cash Proceeds remain after the consummation of
any Net Proceeds Offer, the Company may use such Net Cash Proceeds for any      
purpose not otherwise prohibited by this Indenture without regard to this       
Section 4.10. Upon completion of each Net Proceeds Offer, the Net Proceeds Offer
Amount will be reset to zero.                                                   

         (G) In the event the Company or any of its Restricted
Subsidiaries consummate a single Asset Sale for which the Company or its        
Restricted Subsidiaries receive aggregate consideration at the time of such     
Asset Sale in excess of $100.0 million, the Company or such Restricted          
Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain
a favorable opinion as to the fairness of such Asset Sale to the Company or the 
relevant                                                                        

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Restricted Subsidiary, as the case may be, from a financial point of view, from 
an Independent Financial Advisor and file the same with the Trustee.            

              (H) Notwithstanding paragraphs (A) and (B) of this Section
4.10, the Company and its Restricted Subsidiaries will be permitted to enter    
into and consummate an Asset Swap without complying with such paragraphs to the 
extent that:                                                                    

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

               (2) in the event that such Asset Swap involves an aggregate
     amount in excess of $10.0 million, a majority of the members of the
         Board of Directors of the Company shall have approved the terms of such
         Asset Swap and determined that the consideration received in such Asset
        Swap is at least equal to the fair market value of the assets disposed
of in such Asset Swap.                                        

             (I) The Company will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations      
thereunder to the extent such laws and regulations are applicable in connection 
with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent    
that the provisions of any securities laws or regulations conflict with 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.                                                 

Section 4.11. Limitations on Transactions with Affiliates.                      

          The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to     
exist any transaction or series of related transactions (including, without     
limitation, the purchase, sale, lease or exchange of any property or the        
rendering of any service) with, or for the benefit of, any of its Affiliates    
(each an "Affiliate Transaction"), other than (x) Affiliate Transactions        
permitted under the third paragraph below or (y) Affiliate Transactions on terms
that are no less favorable than those that might reasonably have been obtained  
in a comparable transaction at such time on an arm's-length basis from a Person 
that is not an Affiliate of the Company or such Restricted Subsidiary.          

            All Affiliate Transactions (and each series of related
Affiliate Transactions which are similar or part of a common plan) involving    
aggregate payments with a fair market value in excess of $7.5 million shall be  
approved by the Board of Directors of the Company or such Restricted Subsidiary,
as the case may be, such approval to be evidenced by a Board Resolution stating 
that such Board of Directors has determined that such transaction complies with 
the foregoing provisions. If the Company or any Restricted Subsidiary of the    
Company enters into an Affiliate Transaction (or a series of related Affiliate  
Transactions related to a                                                       

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common plan) that involves an aggregate fair market value of more than $20.0    
million, the Company or such Restricted Subsidiary, as the case may be, shall,  
prior to the consummation thereof, obtain a favorable opinion as to the fairness
of such transaction or series of related transactions to the Company or the     
relevant Restricted Subsidiary, as the case may be, from a financial point of   
view, from an Independent Financial Advisor and file the same with the Trustee. 

             The restrictions set forth in this Section 4.11 shall not
apply to:                                                                       

              (1) reasonable fees and compensation paid to and indemnity
         provided on behalf of, officers, directors, employees or consultants of
       the Company or any Restricted Subsidiary of the Company as determined
         in good faith by the Company's Board of Directors or senior management;

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

                 (3) any agreement, or any arrangement the terms of which have
       been disclosed prior to the Issue Date in the Offering Memorandum, as
in effect as of the Issue Date or any amendment or replacement
      agreement thereto or any transaction contemplated thereby (including
        pursuant to any amendment or replacement agreement thereto) so long as
     any such amendment or replacement agreement taken as a whole is not
  materially more disadvantageous to the Holders than the original
agreement as in effect on the Issue Date;                     

             (4) payments and Investments permitted by this Indenture;

               (5) the payment of fees and expenses incurred in connection
    with the going-private merger transaction and related transactions
consummated on March, 28, 2003;                               

                (6) any issuance of securities, or other payments, awards or
grants in cash, securities or otherwise (other than issuances,
     payments, awards or grants to David H. Murdock) pursuant to, or the
 funding of, employment arrangements, employee stock options and
    employee stock ownership plans approved by the applicable Board of
Directors;                                                    

                (7) loans or advances to employees in the ordinary course of
business of the Company or any of its Restricted Subsidiaries 
consistent with the past practice;                            

                (8) transactions with customers, clients, vendors, suppliers
      or other purchasers or sellers of goods or services, in each case in
the ordinary course of business                               

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       (including, without limitation, pursuant to joint venture agreements)
and otherwise in compliance with the terms of this Indenture; 

      (9) any transaction on arm's-length terms with any
non-Affiliate that becomes an Affiliate as a result of such   
transaction;                                                  

          (10) purchases and sales of product and raw materials,
  insurance arrangements and payments, all of the foregoing in the
        ordinary course of business consistent with past practice or as may be
    necessary to accommodate legal, regulatory or other changes in the
business of the Company and its Restricted Subsidiaries;      

            (11) employment agreements and similar arrangements with
    employees and independent contractors other than David H. Murdock;

              (12) the issuance and sale of Qualified Capital Stock; and

               (13) payments made pursuant to the following conditions: if
     the Company is to file consolidated federal income tax returns with
         Holdings or combined or unitary state income tax returns with Holdings,
      the Company may enter into a tax sharing agreement with Holdings and
       may pay to Holdings amounts when due and payable pursuant to such tax
         sharing agreement in respect of amounts of tax due with respect to such
        consolidated, combined or unitary returns and any additional taxes due
         from time to time as a result of any audit thereof, as the case may be,
    in each case in an amount not to exceed the amount of tax that the
    Company would have been obligated to pay to the appropriate taxing
        authority if the Company and its Subsidiaries had filed a hypothetical
        separate consolidated, combined or unitary return for the then current
year and all prior years ending after the Issue Date.         

Section 4.12. Limitation on Liens.                                              

                  This Section 4.12 will apply to the Notes after the Existing
Notes no longer remain outstanding or in the event that the requisite consents  
from the holders of Existing Notes have been received to have the obligations of
the Company released with respect to the sections described in the Existing     
Notes Indenture comparable to Sections 4.23(a) and 4.23(b) hereof. In addition, 
this Section 4.12 shall apply to the Notes if the comparable provisions under   
Sections 4.23(a) and 4.23(b) hereof are no longer applicable as a result of     
defeasance under the terms of the Existing Notes Indenture.                     

                   The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or    
permit or suffer to exist any Liens (other than Permitted Liens) of any kind    
against or upon any property or assets of the Company or any of its Restricted  
Subsidiaries, whether owned on the Issue Date or acquired after                 

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the Issue Date, or any proceeds therefrom, or assign or otherwise convey any    
right to receive income or profits therefrom unless:                            

                (1) in the case of Liens securing Subordinated Indebtedness,
       the Notes or the Guarantee of such Guarantor, as the case may be, are
       secured by a Lien on such property, assets or proceeds that is senior
in priority to such Liens; and                                

              (2) in all other cases, the Notes or the Guarantee of such
     Guarantor, as the case may be, are equally and ratably secured by a
Lien on such property, assets, proceeds, income or profits.   

Section 4.13. Continued Existence.                                              

              Subject to Article V hereof, each of the Company and the
Guarantors shall do or cause to be done all things necessary to preserve and    
keep in full force and effect (i) its corporate or other existence in accordance
with the organizational documents (as the same may be amended from time to time)
of the Company or such Guarantor and (ii) the material rights (charter and      
statutory), licenses and franchises of the Company or such Guarantor, except to 
the extent that the applicable Board of Directors determines in good faith that 
the preservation of such right, license or franchise is no longer necessary or  
desirable in the conduct of the business of the Company or such Guarantor and   
that the loss thereof is not disadvantageous in any material respect to the     
Holders.                                                                        

Section 4.14. Insurance Matters.                                                

                   The Company shall provide or cause to be provided, for itself
and each of its Subsidiaries, insurance (including appropriate self-insurance)  
against loss or damage of the kinds that, in the reasonable, good faith opinion 
of the Company, are adequate and appropriate for the conduct of the business of 
the Company and its Subsidiaries in a prudent manner, with reputable insurers or
with the government of the United States of America or an agency or             
instrumentality thereof, in such amounts, with such deductibles, and by such    
methods as shall be either (i) consistent with past practices of the Company or 
the applicable Subsidiary or (ii) customary, in the reasonable, good faith      
opinion of the Company, for corporations similarly situated in the industry,    
unless the failure to provide such insurance (together with all other such      
failures) would not have a material adverse effect on the financial condition or
results of operations of the Company and its Subsidiaries, taken as a whole.    

Section 4.15. Offer to Repurchase upon Change of Control.                       

                Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part 
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes (a     
"Change of Control Offer") at a Purchase Price in cash equal to 101% of the     
aggregate principal amount thereof, together with accrued and                   

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unpaid interest and Additional Interest, if any, thereon to the Purchase Date.  
The Change of Control Offer shall be made in compliance with the applicable     
procedures set forth in Article III hereof and shall include all instructions   
and materials necessary to enable Holders to tender their Notes.                

                  The Company will not be required to make a Change of Control
Offer upon a Change of Control if a third party makes the Change of Control     
Offer in the manner, at the times and otherwise in compliance with the          
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn  
under such Change of Control Offer.                                             

                 The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations to the     
extent such laws and regulations are applicable in connection with the          
repurchase of Notes pursuant to a Change of Control Offer. To the extent that   
the provisions of any securities laws or regulations conflict with this Section 
4.15, the Company shall comply with the applicable securities laws and          
regulations and shall not be deemed to have breached its obligations under this 
Section 4.15 by virtue hereof.                                                  

Section 4.16. Additional Subsidiary Guarantees.                                 

          If the Company or any of its Restricted Subsidiaries
transfers or causes to be transferred, in one transaction or a series of related
transactions, any property to any Domestic Restricted Subsidiary that is a      
Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the       
Company or any of its Restricted Subsidiaries shall organize, acquire or        
otherwise invest in another Domestic Restricted Subsidiary that is a Wholly     
Owned Restricted Subsidiary, in either case, after giving effect to such        
transfer or other such event, having total assets with a book value in excess of
$2.5 million, then such transferee or acquired or other Restricted Subsidiary   
shall, within 15 Business Days of such organization, acquisition or investment: 

         (1) execute and deliver to the Trustee a supplemental
      indenture in form reasonably satisfactory to the Trustee pursuant to
       which such Restricted Subsidiary shall unconditionally guarantee on a
      senior subordinated basis all of the Company's obligations under the
   Notes and this Indenture on the terms set forth in this Indenture
        (provided that such Guarantee shall be limited as necessary to prevent
        such Guarantee from constituting a fraudulent conveyance or fraudulent
transfer under applicable law); and                           

              (2) deliver to the Trustee an opinion of counsel that such
         supplemental indenture has been duly authorized, executed and delivered
       by such Restricted Subsidiary and constitutes a legal, valid, binding
and enforceable obligation of such Restricted Subsidiary.     

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Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of 
this Indenture (until released from its Guarantee in accordance with the terms  
of this Indenture).                                                             

Section 4.17. Conduct of Business.                                              

                 The Company and its Restricted Subsidiaries will not engage
in any businesses which are not the same, similar, ancillary or reasonably      
related to the businesses in which the Company and its Restricted Subsidiaries  
are currently engaged on the Issue Date or which are contemplated in the        
Offering Memorandum except to such extent as is not material to the Company and 
its Restricted Subsidiaries taken as a whole, or with respect to businesses     
acquired by the Company or its Restricted Subsidiaries that are intended to be  
disposed of within a reasonable time after the acquisition thereof.             

Section 4.18. Payments for Consent.                                             

          The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any 
consideration to or for the benefit of any Holder of Notes for or as an         
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid  
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.                                                            

Section 4.19. Limitation on Issuance of Preferred Stock of Restricted           
Subsidiaries.                                       

       The Company will not permit any of its Restricted
Subsidiaries that are not Guarantors to issue any Preferred Stock (other than to
the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit
any Person (other than the Company or a Wholly Owned Restricted Subsidiary of   
the Company) to own any Preferred Stock of any Restricted Subsidiary of the     
Company that is not a Guarantor.                                                

Section 4.20. Prohibition on Incurrence of Senior Subordinated Guarantees.      

                   The Company will not permit any Restricted Subsidiary that is
a Guarantor to incur or suffer to exist Indebtedness that is senior in right of 
payment to such Guarantor's Guarantee and subordinate in right of payment to any
other Indebtedness of such Guarantor.                                           

Section 4.21. Limitation of Guarantees by Restricted Subsidiaries.              

                   The Company will not permit any Restricted Subsidiary that is
not a Guarantor, directly or indirectly, by way of the pledge of any            
intercompany note or otherwise, to assume, guarantee or in any other manner     
become liable with respect to any Indebtedness of the Company or any other      
Restricted Subsidiary of the Company (other than: (1) Indebtedness or other     
obligations under the Credit Agreement; (2) Permitted Indebtedness of a         
Restricted                                                                      

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Subsidiary of the Company; (3) Indebtedness under Currency Agreements in        
reliance on clause (5) of the definition of Permitted Indebtedness; or (4)      
Interest Swap Obligations incurred in reliance on clause (4) of the definition  
of Permitted Indebtedness), unless, in any such case, such Restricted Subsidiary
executes and delivers a supplemental indenture to this Indenture providing a    
senior subordinated guarantee of payment of the Notes by such Restricted        
Subsidiary. Notwithstanding the foregoing, any such Guarantee by a Restricted   
Subsidiary of the Notes shall provide by its terms that it shall be             
automatically and unconditionally released and discharged, without any further  
action required on the part of the Trustee or any Holder, upon: the             
unconditional release of such Restricted Subsidiary from its liability in       
respect of the Indebtedness in connection with which such Guarantee was executed
and delivered pursuant to this paragraph; if the Company designates any         
Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in   
accordance with the applicable provisions of this Indenture; or any sale or     
other disposition (by merger or otherwise) to any Person which is not a         
Restricted Subsidiary of the Company of all of the Company's Capital Stock in,  
or all or substantially all of the assets of, such Restricted Subsidiary;       
provided that (a) such sale or disposition of such Capital Stock or assets is   
otherwise in compliance with the terms of this Indenture and (b) such           
assumption, guarantee or other liability of such Restricted Subsidiary has been 
released by the holders of the other Indebtedness so guaranteed.                

Section 4.22. Capital Call Agreement.                                           

                The Company shall have received the net cash proceeds from
the equity contribution or purchase of its Capital Stock, as the case may be, to
the extent required by, and upon the terms of, Section 2 (only to the extent    
such Section relates to the consolidated leverage ratio (as defined therein)    
requirement with respect to the four full fiscal quarter period commencing on   
March 23, 2003) of the Capital Call Agreement as in effect on the Issue Date and
shall use such net cash proceeds to repay Indebtedness and/or purchase          
subordinated participations in obligations under the Credit Agreement, in each  
case, in compliance with the Capital Call Agreement as in effect on the Issue   
Date.                                                                           

Section 4.23. Existing Notes Covenants.                                         

               This Section 4.23 will apply to the Notes at all times so
long as the Existing Notes remain outstanding or in the event that the requisite
consents from the holders of the Existing Notes have not been received to have  
the obligations of the Company released with respect to the sections described  
in the Existing Notes Indenture comparable to Sections 4.23(a) and 4.23(b)      
hereof. Notwithstanding the foregoing, this Section 4.23 shall not apply to the 
Notes if the comparable covenants in the Existing Notes Indenture are no longer 
applicable as a result of defeasance under the terms of the Existing Notes      
Indenture.                                                                      

               (a) Limitation Upon Liens. The Company will not itself, and
       will not permit any Restricted Subsidiary to, directly or indirectly,
        create, incur, issue, assume, guarantee or otherwise become liable for
or suffer to exist any Indebtedness secured                   

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by a Lien on (i) any Principal Property of the Company or any 
Restricted Subsidiary or (ii) any shares of capital stock or  
       Indebtedness of any Restricted Subsidiary (which Indebtedness is then
        held by the Company or any Restricted Subsidiary), without effectively
  providing that the Notes (together with, if the Company shall so
     determine, any other Indebtedness of the Company or such Restricted
Subsidiary then existing or thereafter created which is not   
     Subordinated Funded Debt) shall be secured equally and ratably with
         (or, at the option of the Company, prior to) such secured Indebtedness,
  so long as such secured Indebtedness shall be so secured, unless
    immediately thereafter, after giving effect thereto, the aggregate
       amount of all such secured Indebtedness plus all Attributable Debt of
    the Company and its Restricted Subsidiaries in respect of Sale and
Leaseback Transactions (but excluding leases exempt from the  
         prohibition of clauses (2) through (6) of Section 4.23(b) hereof) would
     not exceed 10% of Net Tangible Assets; provided, however, that this
      Section 4.23(a) shall not apply to, and there shall be excluded from
     secured Indebtedness in any computation under this Section 4.23(a),
Indebtedness secured by:                                      

                         (1) Liens on, and limited to, property of or shares
                of capital stock or Indebtedness of any corporation existing
               at April 30, 2002 or at the time such corporation becomes a
Restricted Subsidiary;                      

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

                           (3) Liens in favor of any governmental body to secure
                progress, advance or other payments pursuant to any contract
or provision of any statute;                

                         (4) (i) if made in the ordinary course of business,
               any Lien as security for the performance of any contract or
                 undertaking not directly or indirectly in connection with the
               borrowing of money or the securing of Indebtedness, or (ii)
                  any Lien with any governmental agency required or permitted to
               qualify the Company or any Restricted Subsidiary to conduct
                  business, to maintain self-insurance or to obtain the benefits
               of any law pertaining to workmen's compensation, employment
           insurance, old age pensions, social security or similar
matters;                                    

                     (5) Liens for taxes, assessment or governmental
              charges or levies if such taxes, assessments, governmental
                  charges or levies shall not at the time be due and payable, or
                 if the same thereafter can be paid without penalty, or if the
         same are being contested in good faith by appropriate
proceedings;                                

                           (6) Liens created by or resulting from any litigation
            or legal proceeding which at the time is currently being
                contested in good faith by appropriate proceedings, or Liens
               arising out of judgments or awards as to which the time for
          prosecuting an appeal or proceeding for review has not
expired;                                    

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                       (7) Liens on, and limited to, property (including
                  leasehold estates) or shares of capital stock or Indebtedness,
          existing at the time of acquisition thereof (including
                 acquisition through merger or consolidation) or to secure the
               payment of all or any part of the purchase price thereof or
               construction thereon or to secure any Indebtedness incurred
                 prior to, at the time of, or within 120 days after the latest
             of the acquisition, the completion of construction or the
           commencement of full operation of such property for the
              purpose of financing all or any part of the purchase price
thereof or construction thereon;            

                       (8) Liens securing obligations issued by a state,
                  territory or possession of the United States, or any political
           subdivision of any of the foregoing, or the District of
           Columbia, to finance the acquisition or construction or
                 development of property, and on which the interest is not, in
           the opinion of tax counsel of recognized standing or in
           accordance with a ruling issued by the Internal Revenue
                Service, includible (in whole or in part) in gross income of
             the holder by reason of Section 103(a)(1) of the Internal
                  Revenue Code (or any successor to such provision) as in effect
    at the time of the issuance of such obligations;

                    (9) Liens created in connection with a project
       financed with, and created to secure, a Nonrecourse
Obligation; or                              

                    (10) any extension, renewal or replacement (or
                successive extensions, renewals or replacements), as a whole
                or in part, of any Lien referred to in the foregoing clauses
              (1) through (9), to the extent the Indebtedness secured by
            such Lien is not increased from the amount originally so
                 secured, provided that such extension, renewal or replacement
                  Lien shall be limited to all or a part of the same property or
                 shares of capital stock or Indebtedness that secured the Lien
            extended, renewed or replaced (plus improvements on such
property).                                  

                  (b) Limitation Upon Sale and Leaseback Transactions. Except as
        hereinafter provided, the Company will not itself, and will not permit
 any Restricted Subsidiary to, enter into any Sale and Leaseback
     Transaction; provided, however, that this Section 4.23(b) shall not
apply to any Sale and Leaseback Transaction if:               

                         (1) the Company or such Restricted Subsidiary could
             create Indebtedness secured by a Lien pursuant to Section
              4.23(a) hereof, excluding from secured Indebtedness in any
                 computation under Section 4.23(a) hereof Indebtedness secured
              by Liens of the type described in clauses (1) through (10)
                thereof, on the Principal Property to be leased in an amount
                equal to the Attributable Debt with respect to such Sale and
                  Leaseback Transaction without equally and ratably securing the
Existing Notes and the Notes, or            

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                        (2) the Company or a Restricted Subsidiary, within
               180 days after the sale or transfer shall have been made by
                the Company or by a Restricted Subsidiary, applies an amount
                 equal to the greater of the net proceeds from the sale of the
                 Principal Property leased pursuant to such arrangement or the
                fair market value of the Principal Property so leased at the
                time of entering into such arrangement (as determined in any
            manner approved by the applicable Board of Directors) to
                  either (x) the retirement of Senior Funded Debt of the Company
                 or Funded Debt of a Restricted Subsidiary; provided, however,
                 that notwithstanding the foregoing, no retirement referred to
                in this clause (2) may be effected by payment at maturity or
         pursuant to any mandatory sinking fund payment or any
                mandatory prepayment provision, or (y) the purchase of other
            property which will constitute Principal Property of the
               Company or its Restricted Subsidiaries having a fair market
          value, in the opinion of the Board of Directors of the
           Company, at least equal to the fair market value of the
        Principal Property leased in such Sale and Leaseback
Transaction, or                             

                          (3) the lease in such Sale and Leaseback Transaction
              is for a period, including renewals, of no more than three
years, or                                   

                          (4) the lease in such Sale and Leaseback Transaction
                  secures or relates to obligations issued by a state, territory
        or possession of the United States, or any political
           subdivision of any of the foregoing, or the District of
           Columbia, to finance the acquisition or construction of
                 property, and on which the interest is not, in the opinion of
              tax counsel of recognized standing or in accordance with a
                 ruling issued by the Internal Revenue Service, includible (in
                whole or in part) in gross income of the holder by reason of
          Section 103(a)(1) of the Internal Revenue Code (or any
                successor to such provision) as in effect at the time of the
issuance of such obligations, or            

                    (5) the lease payment obligation is created in
                connection with a project financed with, and such obligation
constitutes, a Nonrecourse Obligation, or   

                       (6) such arrangement is between the Company and a
             Restricted Subsidiary or between Restricted Subsidiaries.

               For purposes of this Section 4.23, the following terms have
the following meanings:                                                         

               "Attributable Debt" means, as to any particular lease under
which the Company or any Restricted Subsidiary is at the time liable and at any 
date as of which the amount thereof is to be determined, the total net amount of
rent required to be paid under that lease during its remaining term (including  
any period for which the lease has been extended or may,                        

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at the option of the lessor, be extended), discounted from the respective due   
dates thereof to such date at a rate per year equal to the weighted average     
interest rate per year borne by the Existing Notes compounded semiannually. The 
net amount of rent required to be paid under any such lease for any such period 
shall be the aggregate amount of the rent payable by the lessee with respect to 
that period after excluding amounts required to be paid on account of           
maintenance and repairs, insurance, taxes, assessments, water rates and similar 
charges. In the case of any lease which is terminable by the lessee upon the    
payment of a penalty, the net amount shall also include the amount of the       
penalty, but no rent shall be considered as required to be paid under the lease 
subsequent to the first date upon which it may be so terminated.                

               "Funded Debt" means (i) all Indebtedness of the Company and
the Restricted Subsidiaries maturing on, or renewable or extendible at the      
option of the obligor to, a date more than one year from the date of the        
determination thereof that is or would be classified as long-term debt on a     
balance sheet prepared in accordance with generally accepted accounting         
principles (including Indebtedness under any revolving credit arrangement with  
banks), (ii) guarantees, direct or indirect, and other contingent obligations of
the Company and the Restricted Subsidiaries in respect of, or to purchase or    
otherwise acquire or be responsible or liable for (through the investment of    
funds or otherwise) any Indebtedness of others (but not including contingent    
liabilities on customers' receivables sold with recourse) and (iii) amendments, 
renewals, extensions and refundings of any such Indebtedness.                   

           "Indebtedness" means, with respect to any Person, every
obligation of such Person for money borrowed or evidenced by bonds, debentures, 
notes or other similar instruments, whether or not for money borrowed or given  
in connection with the acquisition of any business, properties or assets,       
including securities.                                                           

             "Lien" means, with respect to any property or assets, any
mortgage, pledge, security interest, lien, conditional sale or other title      
retention agreement or other similar encumbrance.                               

                "Net Tangible Assets" means the net book value of all assets
of the Company and the Restricted Subsidiaries, excluding any amount carried as 
assets for shares of capital stock held in treasury, debt discount and expense, 
investments in and advances to Subsidiaries other than Restricted Subsidiaries, 
goodwill, patents and trademarks, less all liabilities of the Company and of the
Restricted Subsidiaries (except Funded Debt, minority interests in Restricted   
Subsidiaries, deferred taxes and general contingency reserves of the Company and
of the Restricted Subsidiaries), all as determined on a consolidated basis in   
accordance with generally accepted accounting principles.                       

                "Nonrecourse Obligation" means indebtedness or lease payment
obligations substantially related to (i) the acquisition of assets not          
previously owned by the Company or any of the Company's Restricted Subsidiaries 
or (ii) the financing of a project involving the                                

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development or expansion of the Company's properties or any properties of the   
Restricted Subsidiaries, as to which the obligee with respect to such           
indebtedness or obligation has no recourse to the Company's general corporate   
funds or the general corporate funds of any of the Restricted Subsidiaries or   
any of the Company's assets or any assets of the Restricted Subsidiaries other  
than the assets that were acquired with the proceeds of such transaction or the 
project financed with the proceeds of such transaction (and funds generated by  
such assets or project) except pursuant to a covenant to pay to such obligee or 
to the obligor of such indebtedness or obligation an amount equal to all or a   
portion of the amount of any dividends received from such obligor within the    
previous twelve months.                                                         

         "Principal Property" means any manufacturing plant or
processing facility, including the equipment constituting a part thereof, which 
is located within the United States or its territories or possessions, of the   
Company or a Restricted Subsidiary having a net book value exceeding 1% of Net  
Tangible Assets.                                                                

                "Restricted Subsidiary" means any Subsidiary of the Company,
other than any Subsidiary that is engaged primarily in the management,          
development and sale or financing of real property.                             

           "Sale and Leaseback Transaction" of any Person means an
arrangement with any bank, insurance company or other lender or investor, or to 
which any such bank, company, lender or investor is a party, providing for the  
leasing by the Company or any Restricted Subsidiary of any Principal Property   
that has been or is to be sold or transferred more than 180 days after the      
latest of the acquisition, completion of construction or commencement of full   
operation by the Company or any Restricted Subsidiary to such bank, insurance   
company, lender or investor, or to any Person to whom funds have been or are to 
be advanced by such bank, insurance company, lender or investor on the security 
of such Principal Property.                                                     

                  "Senior Funded Debt" means all Funded Debt except Subordinated
Funded Debt.                                                                    

         "Subordinated Funded Debt" means any of the Company's
unsecured Funded Debt that is expressly made subordinate and junior in rank and 
right of payment to the Existing Notes and the Notes in the event of any        
insolvency or bankruptcy proceedings, and any receivership, liquidation,        
reorganization or other similar proceedings relative to the Company or the      
Company's creditors, as such, or to the Company's property, or in the event of  
any proceedings for the Company's voluntary liquidation, dissolution or other   
winding up, whether or not involving insolvency or bankruptcy.                  

         "Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the      
Company or by one or more other Subsidiaries, or by the Company and one or more 
other Subsidiaries. For the purposes of this definition, "voting stock" means   
stock that ordinarily has voting power for the election of                      

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directors, whether at all times or only so long as no senior class of stock has 
such voting power by reason of any contingency.                                 

ARTICLE V.

SUCCESSORS

Section 5.1. Merger, Consolidation and Sale of Assets.                          

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

(1) either:                                 

                          (a) the Company shall be the surviving or continuing
corporation; or                             

                          (b) the Person (if other than the Company) formed by
                 such consolidation or into which the Company is merged or the
               Person which acquires by sale, assignment, transfer, lease,
                conveyance or other disposition the properties and assets of
            the Company and of the Company's Restricted Subsidiaries
          substantially as an entirety (the "Surviving Entity"):

                                (x) shall be a corporation organized and
                          validly existing under the laws of the United States
                           or any State thereof or the District of Columbia; and

                                   (y) shall expressly assume, by supplemental
                 indenture (in form and substance reasonably
                          satisfactory to the Trustee), executed and delivered
                         to the Trustee, the due and punctual payment of the
                        principal of, and premium, if any, and interest on
                   all of the Notes and the performance of every
                   covenant of the Notes, this Indenture and the
                      Registration Rights Agreement on the part of the
          Company to be performed or observed;

               (2) immediately after giving effect to such transaction and
         the assumption contemplated by clause (1)(b)(y) above (including giving
  effect to any Indebtedness and Acquired Indebtedness incurred or
     anticipated to be incurred in connection with or in respect of such
     transaction), the Company or such Surviving Entity, as the case may

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      be, (a) shall have a Consolidated Net Worth equal to or greater than
     the Consolidated Net Worth of the Company immediately prior to such
         transaction and (b) shall be able to incur at least $1.00 of additional
        Indebtedness (other than Permitted Indebtedness) pursuant to paragraph
(a) of Section 4.9 hereof;                                    

                 (3) immediately before and immediately after giving effect to
      such transaction and the assumption contemplated by clause (1)(b)(y)
         above (including, without limitation, giving effect to any Indebtedness
      and Acquired Indebtedness incurred or anticipated to be incurred and
        any Lien granted in connection with or in respect of the transaction),
      no Default or Event of Default shall have occurred or be continuing;
and                                                           

                (4) the Company or the Surviving Entity shall have delivered
         to the Trustee an officers' certificate and an opinion of counsel, each
      stating that such consolidation, merger, sale, assignment, transfer,
         lease, conveyance or other disposition and, if a supplemental indenture
    is required in connection with such transaction, such supplemental
       indenture comply with the applicable provisions of this Indenture and
  that all conditions precedent in this Indenture relating to such
transaction have been satisfied.                              

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

         Notwithstanding clauses (1), (2) and (3) of the first
paragraph of this Section 5.1, the Company may merge with an Affiliate that is a
Person that has no material assets or liabilities and which was organized solely
for the purpose of reorganizing the Company in another jurisdiction.            

                  Each Guarantor (other than any Guarantor whose Guarantee is to
be released in accordance with the terms of the Guarantee and this Indenture in 
connection with any transaction complying with the provisions of Section 4.10   
hereof) will not, and the Company will not cause or permit any Guarantor to,    
consolidate with or merge with or into any Person other than the Company or any 
other Guarantor unless:                                                         

                (1) the entity formed by or surviving any such consolidation
       or merger (if other than the Guarantor) or to which such sale, lease,
       conveyance or other disposition shall have been made is a corporation
         organized and existing under the laws of the United States or any State
thereof or the District of Columbia;                          

                (2) such entity assumes by supplemental indenture all of the
       obligations of the Guarantor on the Guarantee, this Indenture and the
Registration Rights Agreement;                                

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

               (4) immediately after giving effect to such transaction and
         the use of any net proceeds therefrom on a pro forma basis, the Company
      could satisfy the provisions of clause (2) of the first paragraph of
this Section 5.1.                                             

               Any merger or consolidation of a Restricted Subsidiary with
and into the Company (with the Company being the Surviving Entity) or another   
Guarantor need only comply with clause (4) of the first paragraph, or clause (1)
of the fifth paragraph, as the case may be, of this Section 5.1.                

Section 5.2. Successor Corporation Substituted.                                 

         Upon any consolidation or merger, or any sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.1 hereof, the Surviving Entity shall       
succeed to and be substituted for, and may exercise every right and power of,   
the Company under this Indenture with the same effect as if such Surviving      
Entity had been named as the Company herein; provided, however, that the        
predecessor Company shall not be relieved from the obligation to pay the        
principal, Purchase Price or Redemption Price of or interest or Additional      
Interest, if any, on the Notes except in the case of a sale of all of the       
Company's assets that meets the requirements of Section 5.1 hereof.             

 ARTICLE VI.

 DEFAULTS AND REMEDIES

Section 6.1. Events of Default.                                                 

            Each of the following constitutes an "Event of Default":

              (a) the failure to pay interest on any Notes when the same
      becomes due and payable and the default continues for a period of 30
       days (whether or not such payment shall be prohibited by Article X of
this Indenture);                                              

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

               (c) a default in the observance or performance of any other
  covenant or agreement contained in this Indenture, which default
continues for a period of 45 days                             

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       after the Company receives written notice specifying the default (and
  demanding that such default be remedied) from the Trustee or the
    Holders of at least 25% of the outstanding principal amount of the
    Notes (except in the case of a default with respect to Section 5.1
    hereof, which will constitute an Event of Default with such notice
requirement but without such passage of time requirement);    

                  (d) the failure to pay at final maturity (giving effect to any
 applicable grace periods and any extensions thereof) the stated
       principal amount of any Indebtedness of the Company or any Restricted
    Subsidiary of the Company, or the acceleration of the final stated
         maturity of any such Indebtedness (which acceleration is not rescinded,
         annulled or otherwise cured within 30 days of receipt by the Company or
       such Restricted Subsidiary of notice of any such acceleration) if the
    aggregate principal amount of such Indebtedness, together with the
        principal amount of any other such Indebtedness in default for failure
         to pay principal at final stated maturity or which has been accelerated
       (in each case with respect to which the 30-day period described above
      has elapsed), aggregates $25.0 million or more at any time; provided
   that if such failure to pay shall be remedied, waived or extended
        within 30 days of receipt by the Company or such Restricted Subsidiary
      of notice of such acceleration, then any Default or Event of Default
       hereunder shall be deemed likewise to be remedied, waived or extended
without further action by the Company;                        

                 (e) one or more judgments in an aggregate amount in excess of
      $25.0 million shall have been rendered against the Company or any of
     its Restricted Subsidiaries and such judgments remain undischarged,
   unpaid or unstayed for a period of 60 days after such judgment or
        judgments become final and non-appealable; provided, however, that the
    rendering of any such judgment(s) shall not be an Event of Default
 under this clause (e) unless (i) the Company and its Restricted
    Subsidiaries which are subject to the order, as of the date of the
         issuance of such judgment(s), have at least $25.0 million in net assets
         located in such court's jurisdiction or (ii) a final and non-appealable
     order enforcing such judgment(s) is entered by a court of competent
     jurisdiction in a jurisdiction where the Company and its Restricted
        Subsidiaries subject to the order, as of the date of the entry of such
         order of enforcement, have at least $25.0 million in net assets located
in such jurisdiction;                                         

                 (f) the Company or any Significant Subsidiary of the Company:

            (i) commences a voluntary case under any Bankruptcy Law,

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

                (iii) consents to the appointment of a custodian or receiver
of it or for all or substantially all of its property,        

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

         (v) consents to or acquiesces in the institution of a
bankruptcy or an insolvency proceeding against it, or         

                 (vi) takes any corporate action to authorize or effect any of
the foregoing;                                                

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

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

               (ii) appoints a custodian or receiver of the Company or any
        Significant Subsidiary or for all or substantially all of the property
of any of the foregoing;                                      

             (iii) orders the liquidation of the Company or any of its
Significant Subsidiaries;                                     

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

                 (h) any Guarantee of a Significant Subsidiary ceases to be in
       full force and effect or any Guarantee of a Significant Subsidiary is
      declared to be null and void and unenforceable or any Guarantee of a
        Significant Subsidiary is found to be invalid or any Guarantor that is
   a Significant Subsidiary denies its liability under its Guarantee
       (other than by reason of release of such Guarantor in accordance with
the terms of this Indenture).                                 

Section 6.2. Acceleration.                                                      

           If any Event of Default (other than an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof with respect to the        
Company) shall occur and be continuing, the Trustee or the Holders of at least  
25% in principal amount of outstanding Notes by written notice to the Company   
(and the Trustee, if such notice is given by such Holders) may declare the      
principal of and accrued and unpaid interest on all Notes to be due and payable 
immediately, which notice shall specify the respective Events of Default and    
that it is a "notice of acceleration" (the "Acceleration Notice"), and upon     
proper delivery of the Acceleration Notice, the entire principal amount of and  
accrued and unpaid interest and Additional Interest, if any, on the Notes (1)   
shall become immediately due and payable, or (2) if there are any amounts       
outstanding under the Credit Agreement, shall become immediately due and payable
upon the first to occur of an acceleration under the Credit Agreement or 5      
Business Days after receipt by the Company and the Representative under the     
Credit Agreement of such Acceleration Notice but only if such Event of Default  
is then continuing.                                                             

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         Notwithstanding the foregoing, if an Event of Default
specified in clause (f) or (g) of Section 6.1 hereof with respect to the Company
occurs and is continuing, then all unpaid principal of and premium, if any, and 
accrued and unpaid interest on all of the outstanding Notes shall ipso facto    
become and be immediately due and payable without any declaration or other act  
on the part of the Trustee or any Holder.                                       

                At any time after a declaration of acceleration with respect
to the Notes as described in the preceding paragraph, the Holders of not less   
than a majority in 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, rescind and cancel an acceleration and its consequences:      

                 (1) if the rescission would not conflict with any judgment or
decree;                                                       

            (2) if all existing Events of Default have been cured or
       waived except nonpayment of principal or interest that has become due
solely because of the acceleration;                           

                 (3) if, to the extent the payment of such interest is lawful,
     interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of    
acceleration, has been paid;                                  

          (4) if the Company has paid the Trustee its reasonable
         compensation and reimbursed the Trustee for its expenses, disbursements
and advances; and                                             

                 (5) in the event of the cure or waiver of an Event of Default
      of the type described in clause (f) or (g) of Section 6.1 hereof, if
         the Trustee shall have received an Officers' Certificate and an Opinion
 of Counsel that such Event of Default has been cured or waived.

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

Section 6.3. Other Remedies.                                                    

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

             The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding, and 
any recovery or judgment shall, after provision for the payment of the          
reasonable compensation, expenses, disbursements and                            

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advances of the Trustee, its agents and counsel, be for the ratable benefit of  
the Holders of the Notes. 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.                                           

                  The Holders of a majority in principal amount of the Notes may
waive any existing Default or Event of Default under this Indenture, and its    
consequences, except a default in the payment of the principal of or interest on
any Notes. 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.                                               

         Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any       
proceeding for exercising any remedy available to the Trustee or exercising any 
trust or power conferred on it. However, the Trustee may refuse to follow any   
direction that conflicts with applicable law or this Indenture that the Trustee 
reasonably determines may be unduly prejudicial to the rights of other Holders  
of Notes or that may subject the Trustee to personal liability and shall be     
entitled to the benefit of Sections 7.1(c)(iii) and (e) hereof.                 

Section 6.6. Limitation on Suits.                                               

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

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

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

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

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

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

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

Section 6.7. Rights of Holders of Notes To Receive Payment.                     

              Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal of or premium, if 
any, interest or Additional Interest, if any, on the Note, on or after the      
respective due dates thereon (including in connection with an offer to          
repurchase), 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      
written consent of such Holder.                                                 

Section 6.8. Collection Suit by Trustee.                                        

             If an Event of Default specified in Section 6.l(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its  
own name and as trustee of an express trust against the Company for the whole   
amount of principal of, premium and Additional Interest, if any, and interest   
remaining unpaid on the Notes and interest on overdue principal and, to the     
extent lawful, interest and Additional Interest, if any, and such further       
amounts as shall be sufficient to cover the costs and expenses of collection,   
including the reasonable compensation, expense, disbursements and advances of   
the Trustee, its agents and counsel.                                            

Section 6.9. Notice.                                                            

             The Company shall provide an Officers' Certificate to the
Trustee promptly upon any such Officer obtaining knowledge of any Default or    
Event of Default (provided that such Officers shall provide such certification  
at least annually whether or not such Officers know of any Default or Event of  
Default) that has occurred and, if applicable, describe such Default or Event of
Default and the status thereof.                                                 

Section 6.10. 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 (including      
accountants, experts or such other processionals as the Trustee deems necessary,
advisable or appropriate) and counsel and the Holders of the Notes allowed in   
any judicial proceedings relative to the Company (or any other obligor upon the 
Notes), its creditors or its property and shall be entitled and empowered to    
collect, receive and                                                            

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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 may be entitled to receive in such proceeding       
whether in liquidation or under any plan of reorganization or arrangement or    
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to 
authorize or consent to or accept or adopt on behalf of any Holder any plan of  
reorganization, arrangement, adjustment or composition affecting the Notes or   
the rights of any Holder, or to authorize the Trustee to vote in respect of the 
claim of any Holder in any such proceeding.                                     

Section 6.11. 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 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
and the costs and expenses of collection;                     

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

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

The Trustee may fix a special record date and payment date for any payment to   
Holders of Notes pursuant to this Section 6.11.                                 

Section 6.12. 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                                      

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discretion may require the filing by any party litigant in the suit of an       
undertaking to pay the costs of the suit, and the court in its discretion may   
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the     
claims or defenses made by the party litigant. This Section does not apply to a 
suit by the Trustee, a suit by a Holder pursuant to Section 6.7 hereof, or a    
suit by Holders of more than 10% in principal amount of the then outstanding    
Notes.                                                                          

ARTICLE VII.

 TRUSTEE

Section 7.1. Duties of Trustee.                                                 

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

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

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

                 (ii) in the absence of bad faith on its part, the Trustee may
  conclusively rely, without investigation, as to the truth or the
        statements and the correctness of the opinions expressed therein, upon
       and statements, certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture.             

However, the Trustee shall examine the certificates and opinions to determine   
whether or not they conform on their face to the requirements of this Indenture.

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

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

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

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

           (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
this Section 7.1.                                                               

                (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be    
under no obligation to exercise any of its rights and powers under this         
Indenture at the request of any Holders, pursuant to the provisions of this     
Indenture, including, without limitation, Section 6.5 hereof, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it     
against any loss, liability or expense which might be incurred by it in         
compliance with such request or direction.                                      

                 (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.     
Money 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.                                                 

                (a) The Trustee may conclusively rely and shall be protected
in acting or refraining from acting 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.                 

                (b) Before the Trustee acts or refrain from acting, it shall
require an Officer's 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 of its own selection and the written advice of such counsel
and Opinions of Counsel shall be full and complete authorization and protection 
from liability in respect of any action taken, suffered or omitted by it        
hereunder in good faith and in reliance thereon.                                

               (c) The Trustee may act through its attorneys, accountants,
experts and such other professionals as the Trustee deems necessary, advisable  
or appropriate and shall not be responsible for the misconduct or negligence of 
any attorney, accountant, expert or other such professional appointed with due  
care.                                                                           

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

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                 (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficiently 
evidenced by a written order signed by two Officers of the Company.             

              (f) The Trustee shall not be charged with knowledge of any
Default or Event of Default under Section 6.1 hereof (other than under Section  
6.1(a) (subject to the following sentence) or Section 6.1(b) hereof) unless     
either (i) a Responsible Officer shall have actual knowledge thereof, or (ii)   
the Trustee shall have received notice thereof in accordance with Section 13.2  
hereof from the Company or any Holder of the Notes. The Trustee shall not be    
charged with knowledge of the Company's obligation to pay Additional Interest,  
or the cessation of such obligation, unless the Trustee receives written notice 
thereof from the Company or any Holder.                                         

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

                 The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers    
authorized at such time to take specified actions pursuant to this Indenture,   
which Officers' Certificate may be signed by any person specified as so         
authorized in any such certificate previously delivered and not superseded.     

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 any    
Affiliate of the Company with the same rights it would have if it were not      
Trustee. However, in the event that the Trustee acquires any conflicting        
interest within the meaning of the TIA it must eliminate such conflict within 90
days, apply (subject to the consent of the Company) to the Commission for       
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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 of this Indenture, it shall not be responsible for the use or         
application of any money received by any Paying Agent other than the Trustee,   
and it shall not be responsible for any statement or recital herein or any      
statement in the Notes or                                                       

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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, the
Trustee shall mail to Holders of Notes a notice of the Default or Event of      
Default within 90 days after it occurs. Except in the case of a Default in      
payment on any Note (including the failure to make a mandatory repurchase       
pursuant hereto), the Trustee may withhold the notice if and so long as a       
committee of its Responsible Officers in good faith determines that withholding 
the notice is in the interests of the Holders of the Notes.                     

Section 7.6. Reports by Trustee to Holder of the Notes.                         

            Within 60 days after each May 1 beginning with the May 1
following the date of this Indenture, and for so long as Notes remain           
outstanding, the Trustee shall mail to the Holders of the Notes a brief report  
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months     
preceding the reporting date, no report need be transmitted). The Trustee also  
shall comply with TIA Section 313(b). The Trustee shall also transmit by mail   
all reports as required by TIA Section 313(c).                                  

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

Section 7.7. Compensation, Reimbursement and Indemnity.                         

               The Company shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and the rendering by it of the
services required hereunder as shall be agreed upon in writing by the Company   
and the Trustee. 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 or on behalf of it in addition to the compensation 
for its services. Such expenses shall include the reasonable compensation,      
disbursements and expenses of the Trustee's attorneys, accountants, experts and 
such other professionals as the Trustee deems necessary, advisable or           
appropriate.                                                                    

               The Company shall indemnify the Trustee and any predecessor
Trustee against any and all losses, liabilities, claims, damages or expenses,   
including taxes (other than taxes based upon, measured by or determined by the  
income of the Trustee), incurred by it arising out of or in connection with the 
acceptance or administration of its duties under this Indenture (including its  
duties under Section 9.6 hereof), including the costs and expenses of enforcing 

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this Indenture or any Guarantee against the Company or a Guarantor (including   
this Section 7.7) and defending itself against or investigating any claim       
(whether asserted by the Company, any Guarantor, any Holder or any other Person)
or liability in connection with the exercise or performance of any of its powers
or duties hereunder, except to the extent any such loss, liability or expense   
may be attributable to its negligence or willful misconduct. 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 any claim or threatened     
claim asserted against the Trustee, and the Trustee shall cooperate in the      
defense. The Trustee may have separate counsel and the Company shall pay the    
reasonable fees and expenses of such counsel. The Company need not pay for any  
settlement made without its consent, which consent shall not be unreasonably    
withheld.                                                                       

               The obligations of the Company under this Section 7.7 shall
survive the resignation or removal of the Trustee, the satisfaction and         
discharge of this Indenture and the termination of this Indenture.              

               To secure the Company's payment obligations in this Section
7.7, 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,   
Redemption Price or Purchase Price of or Additional Interest, if any, or        
interest on, particular Notes. Such Lien shall survive the resignation or       
removal of the Trustee, the satisfaction and discharge of this Indenture and the
termination of this Indenture.                                                  

                 When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.1(f) or (g) hereof occurs, the expenses 
and the compensation for the services (including the fees and expenses of its   
agents and counsel) are intended to constitute expenses of administration under 
any Bankruptcy Law.                                                             

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

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

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

               (c) a custodian, receiver or public officer takes charge of
the Trustee or its property for the purpose of rehabilitation,
conversation or liquidation; or                               

(d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a      
successor Trustee. Within one year after the date on which 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 30 days
after the retiring trustee resigns or is removed, the retiring Trustee, the     
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction, in the case 
of the Trustee, at the expense of the Company, for the appointment of a         
successor Trustee.                                                              

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

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

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 that is eligible under Section 7.10 hereof, the successor           
corporation without any further act shall be the successor Trustee.             

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Section 7.10. Eligibility; Disqualification.                                    

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

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to   
TIA Section 310(b).                                                             

Section 7.11. Preferential Collection of Claims Against Company.                

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

 ARTICLE VIII.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.1. Option to Effect Legal Defeasance or Covenant Defeasance.          

            The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,   
elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding    
Notes upon compliance with the conditions set forth below in this Article VIII. 

Section 8.2. Legal Defeasance and Discharge.                                    

               Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.2, the Company shall, subject to the        
satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to    
have been discharged from its obligations with respect to all outstanding Notes 
on the date the conditions set forth below are satisfied (hereinafter, "Legal   
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the   
outstanding Notes, which shall thereafter be deemed to the "outstanding" only   
for the purposes of Section 8.5 hereof and the other Sections of this Indenture 
referred to in clauses (a) through (d) below, and to have satisfied all their   
other obligations under such Notes and this Indenture (and the Trustee, on      
demand of and at the expense of the Company, shall execute proper instruments   
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:                             

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               (a) the rights of Holders to receive payments in respect of
        the principal of, premium, if any, and interest on the Notes when such
payments are due;                                             

           (b) the Company's obligations with respect to the Notes
       concerning issuing temporary Notes, registration of Notes, mutilated,
     destroyed, lost or stolen Notes and the maintenance of an office or
agency for payments;                                          

               (c) the rights, powers, trust, duties and immunities of the
    Trustee and the Company's obligations in connection therewith; and

             (d) the Legal Defeasance provisions of this Article VIII.

                 Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2, notwithstanding the prior exercise  
of its option under Section 8.3 hereof.                                         

Section 8.3. Covenant Defeasance.                                               

               Upon the Company's exercise under Section 8.1 hereof of the
option applicable to this Section 8.3, the Company shall, subject to the        
satisfaction of the conditions set forth in Section 8.4 hereof, be released from
its obligations under the covenants contained in Sections 3.9, 3.10, 4.5, 4.7   
through 4.12 and 4.14 through 4.23 hereof, both inclusive, and Section 5.1(2)   
with respect to the outstanding Notes on and after the date the conditions set  
forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes   
shall thereafter be deemed not "outstanding" for the purposes of any direction, 
waiver, consent or declaration or act of Holders (and the consequences of any   
thereof) in connection with such covenants, but shall continue to be deemed     
"outstanding" for all other purposes hereunder (it being understood that such   
Notes shall not be deemed outstanding for accounting purposes). For this        
purpose, Covenant Defeasance means that, with respect to the outstanding Notes, 
the Company may omit to comply with and shall have no liability in respect of   
any term, condition or limitation set forth in any such covenant, whether       
directly or indirectly, by reason of any reference elsewhere herein to any such 
covenant or by reason of any reference in any such covenant to any other        
provision herein or in any other document, and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.1 hereof, but,      
except as specified above the remainder of this Indenture and such Notes shall  
be unaffected thereby. In addition, upon the Company's exercise under Section   
8.1 hereof of the option applicable to this Section 8.3, subject to the         
satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(c) 
through 6.1(h) hereof shall not constitute Events of Default.                   

Section 8.4. Conditions to Legal or Covenant Defeasance.                        

                 The following are the conditions precedent to the application
of either Section 8.2 or 8.3 hereof to the outstanding Notes:                   

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            In order to exercise either Legal Defeasance or Covenant
Defeasance:                                                                     

                 (1) the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders cash in U.S. dollars,   
        non-callable U.S. Government Obligations, or a combination thereof, in
    such amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
       of, premium, if any, and interest on the Notes on the stated date for
       payment thereof or on the applicable redemption date, as the case may
be;                                                           

               (2) in the case of Legal Defeasance, the Company shall have
     delivered to the Trustee an opinion of counsel in the United States
reasonably acceptable to the Trustee confirming that:         

                          (a) the Company has received from, or there has been
           published by, the Internal Revenue Service a ruling; or

                          (b) since the date of this Indenture, there has been
      a change in the applicable federal income tax law,

      in either case to the effect that, and based thereon such Opinion of
         Counsel shall confirm that, the Holders will not recognize income, gain
   or loss for federal income tax purposes as a result of such Legal
  Defeasance and will be subject to federal income tax on the same
      amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;           

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

                 (4) no Default or Event of Default shall have occurred and be
    continuing on the date of such deposit (other than a Default or an
    Event of Default resulting from the borrowing of funds to fund the
deposit referred to in clause (1) above);                     

              (5) such Legal Defeasance or Covenant Defeasance shall not
         result in a breach or violation of, or constitute a default under, this
       Indenture (other than a Default or an Event of Default resulting from
       the borrowing of funds to be applied to such deposit and the grant of
       any Lien securing such borrowings), the Credit Agreement or any other
     material agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its 
Subsidiaries is bound;                                        

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

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

                  Notwithstanding the foregoing, the Opinion of Counsel required
by clause (2) above with respect to a Legal Defeasance need not be delivered if 
all Notes not theretofore delivered to the Trustee for cancellation (1) have    
become due and payable or (2) will become due and payable on the maturity date  
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the     
Company.                                                                        

Section 8.5. Deposited Money and U.S. Government Obligations To Be Held in      
Trust; Other Miscellaneous Provisions.                

                Subject to Section 8.6 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or     
other qualifying trustee, collectively for purposes of this Section 8.5 only,   
the "Trustee") pursuant to Section 8.4 hereof in respect of the outstanding     
Notes shall be held in trust and applied by the Trustee, in accordance with the 
provisions of such Notes and this Indenture, to the payment, either directly or 
through any Paying Agent (other than the Company) as the Trustee may determine, 
to the Holders of such Notes of all sums due and to become due thereon in       
respect of principal or Redemption Price of, and Additional Interest, if any,   
interest on, the Notes, provided that such money need not be segregated from    
other funds except to the extent required by law.                               

               The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.        
Government Obligations deposited pursuant to Section 8.4 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other  
charge which by law is for the account of the Holders of the outstanding Notes. 

                  Anything in this Article VIII to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the      
request of the Company any money or U.S. Government Obligations held by it as   
provided in Section 8.4 hereof which, in the opinion of a nationally recognized 
firm of independent public accountants expressed in a written certification     
thereof delivered to the Trustee (which may be the opinion delivered under      

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Section 8.4(a) hereof), are in excess of the amount thereof that would then be  
required to be deposited to effect an equivalent Legal Defeasance or Covenant   
Defeasance.                                                                     

Section 8.6. Repayment to the Company.                                          

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

Section 8.7. Reinstatement.                                                     

                If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 8.2 or 
8.3 hereof, as the case may be, by reason of any order of judgment of any court 
or governmental authority enjoining, restraining or otherwise prohibiting such  
application, then the obligations of the Company and the Guarantors under this  
Indenture, and the Notes and the Guarantees shall be revived and reinstated as  
though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such 
time as the Trustee or Paying Agent is permitted to apply all such money in     
accordance with Section 8.2 or 8.3 hereof, as the case may be; provided,        
however, that, if the Company makes any payment with respect to any Note        
following the reinstatement of its obligations, the Company shall be subrogated 
to the rights of the Holders of such Notes to receive such payment from the     
money held by the Trustee or Paying Agent.                                      

 ARTICLE IX.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1. Without Consent of Holders of Notes.                               

               Notwithstanding Section 9.2 of this Indenture, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture or the    
Notes without the consent of any Holder of a Note:                              

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                 (a) to cure any ambiguity, defect or inconsistency so long as
      such changes do not, in the opinion of the Trustee, adversely affect
the rights of any of the Holders in any material respect.     

                (b) to provide for uncertificated Notes in addition to or in
place of Certificated Notes;                                  

                  (c) to provide for the assumption of the Company's obligations
         to the Holders of the Notes in the case of a merger or consolidation or
      sale of all or substantially all of the Company's assets pursuant to
Article V hereof;                                             

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

         (e) to add or release the Guarantees of Guarantors in
compliance with this Indenture; or                            

            (f) 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 of any Holder of the Notes
in any material respect.                                      

                Upon the request of the Company, accompanied by a resolution
of the Board (evidenced by an Officers' Certificate) authorizing the execution  
of any such amended or supplemental indenture, and upon receipt by the Trustee  
of the documents described in Section 7.2 hereof, the Trustee shall join with   
the Company in the execution of any amended or supplemental Indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate 
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental indenture that      
affects its own rights, duties or immunities under this Indenture or otherwise. 
In formulating its opinion on such matters, the Trustee shall be entitled to    
rely on such evidence as it deems appropriate, including, without limitation,   
solely on an Opinion of Counsel.                                                

Section 9.2. With Consent of Holders of Notes.                                  

                 Except as provided below in this Section 9.2, the Company and
the Trustee may amend or supplement this Indenture and the Notes may be amended 
or supplemented with the consent of the Holders of at least a majority in       
principal amount of the Notes then outstanding (including, without limitation,  
consents obtained in connection with a tender offer or exchange offer for the   
Notes), and, subject to Sections 6.2, 6.4 and 6.7 hereof, any existing Default  
or Event of Default or compliance with any provision of this Indenture or the   
Notes may be waived with the consent of the Holders of a majority in principal  
amount of the then outstanding Notes (including consents obtained in connection 
with a tender offer or exchange offer for the Notes).                           

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                Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Notes held by a non-consenting Holder):     

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

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

               (3) reduce the principal of or change or have the effect of
       changing the fixed maturity of any Notes, or change the date on which
       any Notes may be subject to redemption or reduce the redemption price
    therefor, other than prior to the Company's obligation to purchase
         Notes under provisions relating to the Company's obligation to make and
  consummate a Change of Control Offer in the event of a Change of
        Control or to make and consummate a Net Proceeds Offer with respect to
any Asset Sale;                                               

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

                  (5) make any change in provisions of this Indenture protecting
 the right of each Holder to receive payment of principal of and
         interest on such Note on or after the due date thereof or to bring suit
 to enforce such payment, or permitting Holders of a majority in
   principal amount of Notes to waive Defaults or Events of Default;

                 (6) between the date on which a Change of Control or an Asset
     Sale giving rise to the Company's obligation to make a Net Proceeds
       Offer occurs and the date on which the payments are made with respect
      to the related Change of Control Offer or Net Proceeds Offer, as the
      case may be, amend, change or modify in any material respect (A) the
      obligation of the Company to make and consummate a Change of Control
        Offer in the event of a Change of Control or make and consummate a Net
       Proceeds Offer with respect to Asset Sales that have been consummated
   or (B) any of the provisions or definitions with respect thereto;

               (7) modify or change any provision of this Indenture or the
         related definitions affecting the ranking of the Notes or subordination
         of any Guarantee in a manner which adversely affects the Holders in any
material respect; or                                          

              (8) release any Guarantor that is a Significant Subsidiary
   from any of its obligations under its Guarantee or this Indenture
otherwise than in accordance with the terms of this Indenture.

            Upon the written request of the Company accompanied by a
resolution of the Board (evidenced by an Officers' Certificate) authorizing the 
execution of any such amended or supplemental indenture, and upon the filing    
with the Trustee of evidence satisfactory to the                                

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Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee  
shall join with the Company in the execution of such amended or supplemental    
indenture unless such amended or supplemental indenture affects the Trustee's   
own rights, duties or immunities under this Indenture or otherwise, in which    
case the Trustee may in its discretion, but shall not be obligated to, enter    
into such amended or supplemental indenture.                                    

               It shall not be necessary for the consent of the Holders of
Notes under this Section 9.2 to approve the particular form of any proposed     
amendment or waiver, but it shall be sufficient if such consent approves the    
substance thereof.                                                              

               No amendment of, or supplement or waiver to, this Indenture
shall adversely affect the rights of the holders of any Guarantor Senior Debt   
under Article X hereof (including any defined terms as used therein) without the
consent of each holder of Guarantor Senior Debt affected thereby.               

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

Section 9.3. Compliance with Trust Indenture Act.                               

                Every amendment or supplement to this Indenture or the Notes
shall be set forth in a amended or supplemental indenture that complies with the
TIA as then in effect.                                                          

Section 9.4. Revocation and Effect of Consents.                                 

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

Section 9.5. Notation on or Exchange of Notes.                                  

          The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The       
Company in exchange for all Notes                                               

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may issue and the Trustee shall authenticate new Notes that reflect the         
amendment, supplement or waiver.                                                

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

Section 9.6. Trustee To Sign Amendment, Etc.                                    

                The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article IX if the amendment or supplement does not  
adversely affect the rights, duties, liabilities or immunities of the Trustee.  
The Company may not sign an amendment or supplemental Indenture until the Board 
approves such amendment or supplemental indenture. In executing any amended or  
supplemental indenture, the Trustee shall be entitled to receive, in addition to
the documents required by Sections 13.4 and 13.5 hereof, and, subject to Section
7.1, shall be fully protected in relying upon, an Officers' Certificate and an  
Opinion of Counsel stating that (i) the execution of such amended or            
supplemental indenture is authorized or permitted by this Indenture, (ii) no    
Event of Default shall occur as a result of the execution of such Officers'     
Certificate or the delivery of such Opinion of Counsel and (iii) the amended or 
supplemental indenture complies with the terms of this Indenture.               

ARTICLE X.

 SUBORDINATION OF THE GUARANTEES

Section 10.1. Guarantees Subordinated to Guarantor Senior Debt.                 

                  Anything herein to the contrary notwithstanding, each of the
Company and the Guarantors, for itself and its successors, and each Holder, by  
his or her acceptance of Guarantees, agrees that the payment by the Guarantors  
of all Obligations with respect to the Guarantees is subordinated in right of   
payment to the prior payment in full in cash or Cash Equivalents of all         
Obligations on Guarantor Senior Debt (including all Obligations with respect to 
the Credit Agreement). Notwithstanding the foregoing, payments and distributions
made relating to the Guarantees pursuant to the trust described under Article   
VIII hereof shall not be so subordinated in right of payment so long as the     
payments into the trust were made in accordance with the requirements described 
under Article VIII hereof and did not violate the subordination provisions when 
they were made.                                                                 

               This Article X shall constitute a continuing offer to all
Persons who become holders of, or continue to hold, Guarantor Senior Debt, and  
such provisions are made for the benefit of the holders of Guarantor Senior Debt
and such holders are made obligees hereunder and any one or more of them may    
enforce such provisions. Each such holder shall be deemed to have acquired such 
Guarantor Senior Debt in reliance upon the covenants and provisions contained in
this Article X.                                                                 

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Section 10.2. Suspension of Payment When Guarantor Senior Debt Is in Default.   

              (a) Unless Section 10.3 hereof shall be applicable, if any
default occurs and is continuing in the payment when due (and such default has  
not been cured or waived), whether at maturity, upon any redemption, by         
declaration or otherwise, of any principal of, premium (if any) or interest on, 
unpaid drawings for letters of credit issued in respect of, unreimbursed        
payments with respect to bank guarantees issued in respect of or regularly      
accruing fees with respect to, any Guarantor Senior Debt (a "Payment Default"), 
then no payment or distribution of any kind or character shall be made by or on 
behalf of any Guarantor or any other Person on its or their behalf with respect 
to any Obligations on or relating to the Guarantees or to acquire any Notes for 
cash or property or otherwise.                                                  

              (b) Unless Section 10.3 hereof shall be applicable, if any
other event of default (other than a Payment Default) occurs and is continuing  
with respect to any Guarantor Designated Senior Debt (as such event of default  
is defined in the instrument creating or evidencing such Guarantor Designated   
Senior Debt) permitting the holders of such Guarantor Designated Senior Debt    
then outstanding to accelerate the maturity thereof (a "Non-payment Default")   
and if the Representative for the respective issue of Guarantor Designated      
Senior Debt gives notice of the event of default to the Trustee stating that    
such notice is a payment blockage notice (a "Payment Blockage Notice"), then,   
unless and until all events of default have been cured or waived or have ceased 
to exist or a Responsible Officer of the Trustee receives at the Corporate Trust
Office of the Trustee written notice thereof from the Representative for the    
respective issue of Guarantor Designated Senior Debt terminating the Payment    
Blockage Period, during the 180 days after the delivery of such Payment Blockage
Notice (the "Payment Blockage Period"), neither any Guarantor nor any other     
Person on its behalf shall (x) make any payment or distribution of any kind or  
character with respect to any Obligations on or with respect to the Guarantees  
or (y) acquire any of the Notes for cash or property or otherwise.              
Notwithstanding anything herein to the contrary, (x) in no event will a Payment 
Blockage Period extend beyond 180 days from the date the applicable Payment     
Blockage Notice is received by the Trustee and (y) no new Payment Blockage      
Notice may be delivered unless and until 360 days have elapsed since the        
effectiveness of the immediately prior Payment Blockage Notice. For all purposes
of this Section 10.2(b), no event of default which existed or was continuing on 
the date of the commencement of any Payment Blockage Period with respect to the 
Guarantor Designated Senior Debt shall be, or be made, the basis for the        
commencement of a second Payment Blockage Period by the Representative of such  
Guarantor Designated Senior Debt whether or not within a period of 360 days,    
unless such event of default shall have been cured or waived for a period of not
less than 90 consecutive days (it being acknowledged that any subsequent action,
or any breach of any financial covenants for a period commencing after the date 
of commencement of such Payment Blockage Period that, in either case, would give
rise to an event of default pursuant to any provisions under which an event of  
default previously existed or was continuing shall constitute a new event of    
default for this purpose).                                                      

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             (c) In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is     
prohibited by the foregoing provisions of this Section 10.2, such payment shall 
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Guarantor Senior Debt (pro rata to such holders on the basis of the  
respective amount of Senior Debt held by such holders) or their respective      
Representatives, as their respective interests may appear. The Trustee shall be 
entitled to rely on information regarding amounts then due and owing on the     
Guarantor Senior Debt, if any, received from the holders of Guarantor Senior    
Debt (or their Representatives) or, if such information is not received from    
such holders or their Representatives, from the Company and only amounts        
included in the information provided to the Trustee shall be paid to the holders
of Guarantor Senior Debt.                                                       

                 If payment of the Notes and Guarantees is accelerated because
of an Event of Default, the Guarantors or the Trustee shall promptly notify the 
holders of the Guarantor Senior Debt or the Representative of such holders of   
the acceleration; provided that any failure to give such notice shall have no   
effect whatsoever on the subordination provisions contained herein. If any      
Guarantor Senior Debt is outstanding, such acceleration will not be effective   
until the time specified in Section 6.2.                                        

                Nothing contained in this Article X shall limit the right of
the Trustee or the Holders of Notes to take any action to accelerate the        
maturity of the Notes pursuant to Section 6.2 or to pursue any rights or        
remedies hereunder (subject, however, to the rights, if any, under this Article 
X, of the holders of Guarantor Senior Debt in respect of cash or other property 
of a Guarantor received upon the exercise of any such remedy); provided that all
Guarantor Senior Debt thereafter due or declared to be due shall first be paid  
in full in cash or Cash Equivalents before the Holders are entitled to receive  
any payment of any kind or character with respect to Obligations on, or with    
respect to, the Guarantees.                                                     

Section 10.3. Guarantees Subordinated to Prior Payment of All Guarantor Senior  
     Debt on Dissolution, Liquidation or Reorganization of the
Guarantors.                                         

         (a) Upon any payment or distribution of assets of any
Guarantor of any kind or character, whether in cash, property or securities, to 
creditors upon any total or partial liquidation, dissolution, winding-up,       
reorganization, assignment for the benefit of creditors or marshaling of assets 
of any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or
other similar proceeding relating to any Guarantor or its property, whether     
voluntary or involuntary, all Obligations due or to become due upon all         
Guarantor Senior Debt shall first be paid in full in cash or Cash Equivalents   
(including interest after the commencement of any bankruptcy or other like      
proceeding at the rate specified in the applicable Guarantor Senior Debt,       
whether or not such interest is an allowed claim in any such proceeding), before
any payment or distribution of any kind or character is made on account of any  
Obligations on or relating to the Guarantees, or for the acquisition of any of  
the Notes for cash or property or                                               

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otherwise. Upon any such dissolution, winding-up, liquidation, reorganization,  
receivership or similar proceeding, any payment or distribution of assets of any
Guarantor of any kind or character, whether in cash, property or securities, to 
which the Holders of the Notes or the Trustee under this Indenture would be     
entitled, except for the provisions hereof, shall be paid by the Guarantor or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person 
making such payment or distribution, or by the Holders or by the Trustee under  
this Indenture if received by them, directly to the holders of Guarantor Senior 
Debt (pro rata to such holders on the basis of the respective amounts of        
Guarantor Senior Debt held by such holders) or their respective Representatives,
or to the trustee or trustees under any indenture pursuant to which any of such 
Guarantor Senior Debt may have been issued, as their respective interests may   
appear, for application to the payment of Guarantor Senior Debt remaining unpaid
until all such Guarantor Senior Debt has been paid in full in cash or Cash      
Equivalents after giving effect to any concurrent payment, distribution or      
provision therefor to or for the holders of Guarantor Senior Debt.              

          (b) To the extent any payment of Guarantor Senior Debt
(whether by or on behalf of any Guarantor, as proceeds of security or           
enforcement of any right of set-off or otherwise) is declared to be fraudulent  
or preferential, set aside or required to be paid to any receiver, trustee in   
bankruptcy, liquidating trustee, agent or other similar Person under any        
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,     
then, if such payment is recovered by, or paid over to, such receiver, trustee  
in bankruptcy, liquidating trustee, agent or other similar Person, the Guarantor
Senior Debt or part thereof originally intended to be satisfied shall be deemed 
to be reinstated and outstanding as if such payment had not occurred. It is     
further agreed that any diminution (whether pursuant to court decree or         
otherwise, including without limitation for any of the reasons described in the 
preceding paragraph) of any Guarantor's obligation to make any distribution or  
payment pursuant to any Guarantor Senior Debt, except to the extent such        
diminution occurs by reason of the repayment (which has not been disgorged or   
returned) of such Guarantor Senior Debt in cash or Cash Equivalents, shall have 
no force or effect for purposes of the subordination provisions contained in    
this Article X, with any turnover of payments as otherwise calculated pursuant  
to this Article X to be made as if no such diminution had occurred.             

             (c) In the event that, notwithstanding the foregoing, any
payment or distribution of assets of any Guarantor of any kind or character,    
whether in cash, property or securities, shall be received by the Trustee or any
Holder when such payment or distribution is prohibited by this Section 10.3,    
such payment or distribution shall be held in trust for the benefit of, and     
shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro   
rata to such holders on the basis of the respective amount of Guarantor Senior  
Debt held by such holders) or their respective Representatives, or to the       
trustee or trustees under any indenture pursuant to which any of such Guarantor 
Senior Debt may have been issued, as their respective interests may appear, for 
application to the payment of Guarantor Senior Debt remaining unpaid until all  
such Guarantor Senior Debt has been paid in full in cash or Cash                

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Equivalents, after giving effect to any concurrent payment, distribution or     
provision therefor to or for the holders of such Guarantor Senior Debt.         

                 (d) The consolidation of any Guarantor with, or the merger of
any Guarantor with or into, another Person or the liquidation or dissolution of 
any Guarantor following the conveyance or transfer of all or substantially all  
of its assets, to another Person upon the terms and conditions provided in      
Article V hereof and as long as permitted under the terms of the Guarantor      
Senior Debt shall not be deemed a dissolution, winding-up, liquidation or       
reorganization for the purposes of this Section 10.3 if such other Person shall,
as a part of such consolidation, merger, conveyance or transfer, assume the     
Guarantor's obligations hereunder in accordance with Article V hereof.          

Section 10.4. Payments May Be Paid Prior to Dissolution.                        

            Nothing contained in this Article X or elsewhere in this
Indenture shall prevent (i) the Guarantors, except under the conditions         
described in Sections 10.2 and 10.3, from making payments at any time for the   
purpose of making payments of principal of and interest on the Notes, or from   
depositing with the Trustee any moneys for such payments, or (ii) in the absence
of actual knowledge by a Responsible Officer of the Trustee that a given payment
would be prohibited by Section 10.2 or 10.3, the application by the Trustee of  
any moneys deposited with it for the purpose of making such payments of         
principal of, and interest on, the Notes to the Holders entitled thereto unless 
at least two Business Days prior to the date upon which such payment would      
otherwise become due and payable a Responsible Officer shall have actually      
received the written notice provided for in the first sentence of Section       
10.2(b) or in Section 10.7 or in the last sentence of this Section 10.4         
(provided that, notwithstanding the foregoing, the subordination of the         
Guarantees to Guarantor Senior Debt shall not be affected and the Holders       
receiving any payments made in contravention of Section 10.2 and/or 10.3 (and   
the respective such payments) shall otherwise be subject to the provisions of   
this Article X). The Company shall give prompt written notice to the Trustee of 
any dissolution, winding-up, liquidation or reorganization of any Guarantor,    
although any delay or failure to give any such notice shall have no effect on   
the subordination provisions contained herein.                                  

Section 10.5. Holders To Be Subrogated to Rights of Holders of Guarantor Senior 
Debt.                                               

                 Subject to the payment in full in cash or Cash Equivalents of
all Guarantor Senior Debt, the Holders of the Guarantees shall be subrogated to 
the rights of the holders of Guarantor Senior Debt to receive payments or       
distributions of cash, property or securities of any Guarantor applicable to the
Guarantor Senior Debt until the Notes shall be paid in full; and, for the       
purposes of such subrogation, no such payments or distributions to the holders  
of the Guarantor Senior Debt by or on behalf of any Guarantor, or by or on      
behalf of the Holders by virtue of this Article X, which otherwise would have   
been made to the Holders shall, as between any Guarantor and the Holders, be    
deemed to be a payment by any Guarantor to or on account of the Guarantor Senior
Debt, it being understood that the provisions of this                           

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Article X are and are intended solely for the purpose of defining the relative  
rights of the Holders, on the one hand, and the holders of Guarantor Senior     
Debt, on the other hand.                                                        

Section 10.6. Obligations of Guarantors Unconditional.                          

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

Section 10.7. Notice to Trustee.                                                

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to 
or by the Trustee in respect of the Guarantees pursuant to the provisions of    
this Article X, although any delay or failure to give any such notice shall have
no effect on the subordination provisions contained herein. Regardless of       
anything to the contrary contained in this Article X or elsewhere in this       
Indenture, the Trustee shall not be charged with knowledge of the existence of  
any default or event of default with respect to any Guarantor Senior Debt or of 
any other facts which would prohibit the making of any payment to or by the     
Trustee unless and until a Responsible Officer of the Trustee shall have        
received at the Corporate Trust Office of the Trustee notice in writing from the
Company or from a holder of Guarantor Senior Debt or a Representative therefor  
and, prior to the receipt of any such written notice, the Trustee shall be      
entitled to assume that no such facts exist (provided that, notwithstanding the 
foregoing, the Holders of the Guarantees receiving any payments made in         
contravention of Section 10.2 and/or 10.3 hereof (and the respective such       
payments) shall otherwise be subject to the provisions of this Article X). The  
Trustee shall be entitled to rely on the delivery to it of any notice pursuant  
to this Section 10.7 to establish that such notice has been given by a holder of
Guarantor Senior Debt (or a Representative thereof).                            

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

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Person under this Article X, and if such evidence is not furnished the Trustee  
may defer any payment to such Person pending judicial determination as to the   
right of such Person to receive such payment.                                   

Section 10.8. Reliance on Judicial Order or Certificate of Liquidating Agent.   

               Upon any payment or distribution of assets of any Guarantor
referred to in this Article X, the Trustee, subject to the provisions of Article
VII hereof, and the Holders of the Guarantees shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which any        
insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation,     
reorganization or similar case or proceeding is pending, or upon a certificate  
of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the   
benefit of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or the Holders of the Guarantees, for the purpose of   
ascertaining the Persons entitled to participate in such payment or             
distribution, the holders of the Guarantor Senior Debt and other Indebtedness of
the Guarantors, the amount thereof or payable thereon, the amount or amounts    
paid or distributed thereon and all other facts pertinent thereto or to this    
Article X.                                                                      

Section 10.9. Trustee's Relation to Guarantor Senior Debt.                      

              The Trustee and any agent of the Guarantors or the Trustee
shall be entitled to all the rights set forth in this Article X with respect to 
any Guarantor Senior Debt which may at any time be held by it in its individual 
or any other capacity to the same extent as any other holder of Guarantor Senior
Debt and nothing in this Indenture shall deprive the Trustee or any such agent  
of any of its rights as such holder.                                            

             With respect to the holders of Guarantor Senior Debt, the
Trustee undertakes to perform or to observe only such of its covenants and      
obligations as are specifically set forth in this Article X, and no implied     
covenants or obligations with respect to the holders of Guarantor Senior Debt   
shall be read into this Indenture against the Trustee. The Trustee shall not be 
deemed to owe any fiduciary duty to the holders of Guarantor Senior Debt.       

              Whenever a distribution is to be made or a notice given to
holders or owners of Guarantor Senior Debt, the distribution may be made and the
notice may be given to their Representative, if any.                            

Section 10.10. Subordination Rights Not Impaired by Acts or Omissions of the    
Guarantors or Holders of Guarantor Senior Debt.   

              No right of any present or future holders of any Guarantor
Senior Debt to enforce subordination as provided herein shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the   
Guarantors or by any act or failure to act by any such holder, or by any        
noncompliance by the Guarantors with the terms of this Indenture,               

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regardless of any knowledge thereof which any such holder may have or otherwise 
be charged with.                                                                

               Without in any way limiting the generality of the foregoing
paragraph, the holders of Guarantor Senior Debt may, at any time and from time  
to time, without the consent of or notice to the Trustee or the Holders of the  
Guarantees, without incurring responsibility to the Trustee or the Holders of   
the Guarantees and without impairing or releasing the subordination provided in 
this Article X or the obligations hereunder of the Holders of the Guarantees to 
the holders of the Guarantor Senior Debt, do any one or more of the following:  
(i) change the manner, place or terms of payment or extend the time of payment  
of, or renew or alter, Guarantor Senior Debt, or otherwise amend or supplement  
in any manner Guarantor Senior Debt, or any instrument evidencing the same or   
any agreement under which Guarantor Senior Debt is outstanding; (ii) sell,      
exchange, release or otherwise deal with any property pledged, mortgaged or     
otherwise securing Guarantor Senior Debt; (iii) release any Person liable in any
manner for the payment or collection of Guarantor Senior Debt; and (iv) exercise
or refrain from exercising any rights against the Guarantors and any other      
Person.                                                                         

Section 10.11. Securityholders Authorize Trustee To Effectuate Subordination of 
Guarantees.                                       

                  Each Holder of Guarantees by its acceptance of them authorizes
and expressly directs the Trustee on its behalf to take such action as may be   
necessary or appropriate to effectuate, as between the holders of Guarantor     
Senior Debt and the Holders of Guarantees, the subordination provided in this   
Article X, and appoints the Trustee its attorney-in-fact for such purposes,     
including, in the event of any dissolution, winding-up, liquidation or          
reorganization of any Guarantor (whether in bankruptcy, insolvency,             
receivership, reorganization or similar proceedings or upon an assignment for   
the benefit of credits or otherwise) tending towards liquidation of the business
and assets of any Guarantor, the filing of a claim for the unpaid balance of its
Guarantees and accrued interest in the form required in those proceedings.      

                If the Trustee does not file a proper claim or proof of debt
in the form required in such proceeding prior to 30 days before the expiration  
of the time to file such claim or claims, then the holders of the Guarantor     
Senior Debt or their Representative are or is hereby authorized to have the     
right to file and are or is hereby authorized to file an appropriate claim for  
and on behalf of the Holders of said Guarantees. Nothing herein contained shall 
be deemed to authorize the Trustee or the holders of Guarantor Senior Debt or   
their Representative to authorize or consent to or accept or adopt on behalf of 
any Holder any plan of reorganization, arrangement, adjustment or composition   
affecting the Guarantees or the rights of any Holder thereof, or to authorize   
the Trustee or the holders of Guarantor Senior Debt or their Representative to  
vote in respect of the claim of any Holder in any such proceeding.              

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Section 10.12. This Article X Not To Prevent Events of Default.                 

               The failure to make a payment on account of principal of or
interest on the Notes by reason of any provision of this Article X will not be  
construed as preventing the occurrence of an Event of Default.                  

Section 10.13. Trustee's Compensation Not Prejudiced.                           

              Nothing in this Article X will apply to amounts due to the
Trustee pursuant to other sections of this Indenture.                           

 ARTICLE XI.

 GUARANTEE

Section 11.1. Unconditional Guarantee.                                          

            Each Guarantor hereby unconditionally guarantees (such
guarantee to be referred to herein as a "Guarantee"), on a senior subordinated  
basis jointly and severally, to each Holder of a Note authenticated and         
delivered by the Trustee and to the Trustee and its successors and assigns, the 
Notes or the obligations of the Company hereunder or thereunder, that: (i) the  
principal of and interest on the Notes will be promptly paid in full when due,  
subject to any applicable grace period, whether at maturity, by acceleration or 
otherwise and interest on the overdue principal, if any, and interest on any    
interest, to the extent lawful, of the Notes and all other obligations of the   
Company to the Holders or the Trustee hereunder or thereunder will be promptly  
paid in full or performed, all in accordance with the terms hereof and thereof; 
and (ii) in case of any extension of time of payment or renewal of any Notes or 
of any such other obligations, the same will be promptly paid in full when due  
or performed in accordance with the terms of the extension or renewal, subject  
to any applicable grace period, whether at stated maturity, by acceleration or  
otherwise, subject, however, in the case of clauses (i) and (ii) above, to the  
limitations set forth in Section 11.3. Each Guarantor hereby agrees that its    
obligations hereunder shall be unconditional, irrespective of the validity,     
regularity or enforceability of the Notes or this Indenture, the absence of any 
action to enforce the same, any waiver or consent by any Holder of the Notes    
with respect to any provisions hereof or thereof, the recovery of any judgment  
against the Company, and action to enforce the same or any other circumstance   
which might otherwise constitute a legal or equitable discharge or defense of a 
guarantor. Each Guarantor hereby waives diligence, presentment, demand of       
payment, filing of claims with a court in the event of insolvency or bankruptcy 
of the Company, any right to require a proceeding first against the Company,    
protest, notice and all demands whatsoever and covenants that this Guarantee    
will not be discharged except by complete performance of the obligations        
contained in the Notes, this Indenture and in this Guarantee. If any Holder or  
the Trustee is required by any court or otherwise to return to the Company, any 
Guarantor, or any custodian, trustee, liquidator or other similar official      
acting in                                                                       

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relation to the Company or any Guarantor, any amount paid by the Company or any 
Guarantor to the Trustee or such Holder, this Guarantee, to the extent          
theretofore discharged, shall be reinstated in full force and effect. Each      
Guarantor further agrees that, as between each Guarantor, on the one hand, and  
the Holders and the Trustee, on the other hand, (x) the maturity of the         
obligations guaranteed hereby may be accelerated as provided in Article VI for  
the purposes of this Guarantee, notwithstanding any stay, injunction or other   
prohibition preventing such acceleration in respect of the obligations          
guaranteed hereby, and (y) in the event of any acceleration of such obligations 
as provided in Article VI, such obligations (whether or not due and payable)    
shall forthwith become due and payable by each Guarantor for the purpose of this
Guarantee. The obligations of each Guarantor to the Holders of the Guarantees   
and to the Trustee pursuant to the Guarantee of such Guarantor and this         
Indenture are expressly subordinate and subject in right of payment to the prior
payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such
Guarantor, to the extent and in the manner provided in Article X hereof.        

Section 11.2. Severability.                                                     

               In case any provision of this Guarantee 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 11.3. Limitation of Guarantor's Liability.                              

             Each Guarantor 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 Guarantee not constitute a fraudulent transfer
or conveyance for purposes of any Bankruptcy Law, the Uniform Fraudulent        
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or   
state law. To effectuate the foregoing intention, the Holders and such Guarantor
hereby irrevocably agree that the obligations of such Guarantor under the       
Guarantee shall be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Guarantor (including, without
limitation, all Guarantor Senior Debt of such Guarantor) and after giving effect
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 Guarantee,      
result in the obligations of such Guarantor under the Guarantee not constituting
such fraudulent transfer or conveyance.                                         

Section 11.4. Release of Guarantor.                                             

              (a) The Guarantee of a Guarantor will be automatically and
unconditionally released without any action on the part of the Trustee or the   
Holders of the Notes: (1) in connection with any sale or other disposition of   
all or substantially all of the assets of that Guarantor (including, without    
limitation, by way of merger or consolidation), if the Company applies the Net  
Cash Proceeds of that sale or other disposition in accordance with the          
applicable provisions of this Indenture; (2) in the event all of the Capital    
Stock of a                                                                      

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Guarantor is sold by the Company in compliance with clauses (1) and (2) of      
Section 4.10(A) hereof, if the Company applies the Net Cash Proceeds of that    
sale in accordance with the applicable provisions of this Indenture; (3) if the 
Company designates a Restricted Subsidiary that is a Guarantor as an            
Unrestricted Subsidiary in accordance with the applicable provisions of this    
Indenture; or (4) upon the payment in full of the Notes.                        

            In addition, concurrently with any Legal Defeasance or
Covenant Defeasance, the Guarantors shall be released from all of their         
Obligations under their respective applicable Guarantees.                       

           (b) The Trustee shall deliver an appropriate instrument
evidencing such release upon receipt of a request by the Company accompanied by 
an Officers' Certificate and Opinion of Counsel certifying as to the compliance 
with this Section 11.4.                                                         

Section 11.5. Immediate Payment.                                                

            Each Guarantor agrees to make immediate payment to the
Trustee on behalf of the Holders of all Obligations due and owing or payable to 
the respective Holders upon receipt of a demand for payment therefor by the     
Trustee to such Guarantor in writing.                                           

Section 11.6. Waiver of Subrogation.                                            

                   Until all Obligations are paid in full, each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter     
acquire against the Company that arise from the existence, payment, performance 
or enforcement of such Guarantor's obligations under the Guarantee and this     
Indenture, including, without limitation, any right of subrogation,             
reimbursement, exoneration, indemnification, and any right to participate in any
claim or remedy of any Holder against the Company, whether or not such claim,   
remedy or right arises in equity, or under contract, statute or common law,     
including, without limitation, the right to take or receive from the Company,   
directly or indirectly, in cash or other property or by set-off or in any other 
manner, payment or security on account of such claim or other rights. If any    
amount shall be paid to any Guarantor in violation of the preceding sentence and
the Notes shall not have been paid in full, such amount shall have been deemed  
to have been paid to such Guarantor for the benefit of, and held in trust for   
the benefit of, the Holders, and shall, subject to the provisions of Article X  
hereof, forthwith be paid to the Trustee for the benefit of such Holders to be  
credited and applied upon the Notes, whether matured or unmatured, in accordance
with the terms of this Indenture. Each Guarantor acknowledges that it will      
receive direct and indirect benefits from the financing arrangements            
contemplated by this Indenture and that the waiver set forth in this Section    
11.6 is knowingly made in contemplation of such benefits.                       

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Section 11.7. Execution of Guarantee.                                           

                  To evidence their guarantee to the Holders set forth in this
Article XI, the Guarantors hereby agree to execute the Guarantee in             
substantially the form attached hereto as Exhibit C, which shall be endorsed on 
each Note ordered to be authenticated and delivered by the Trustee. Each        
Guarantor hereby agrees that its Guarantee set forth in this Article XI shall   
remain in full force and effect notwithstanding any failure to endorse on each  
Note a notation of such Guarantee. Each such Guarantee shall be signed on behalf
of each Guarantor by one of its authorized Officers prior to the authentication 
of the Note on which it is endorsed, and the delivery of such Note by the       
Trustee, after the authentication thereof hereunder, shall constitute due       
delivery of such Guarantee on behalf of such Guarantor. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be   
imprinted or otherwise reproduced on the Guarantee, and in case any such officer
who shall have signed the Guarantee shall cease to be such officer before the   
Note on which such Guarantee is endorsed shall have been authenticated and      
delivered by the Trustee or disposed of by the Company, such Note nevertheless  
may be authenticated and delivered or disposed of as though the Person who      
signed the Guarantee had not ceased to be such officer of the Guarantor.        

Section 11.8. Waiver of Stay, Extension or Usury Laws.                          

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

ARTICLE XII.

SATISFACTION AND DISCHARGE

Section 12.1. Satisfaction and Discharge.                                       

               This Indenture will be discharged and will cease to be of
further effect (except as set forth below) and the Trustee, at the expense of   
the Company, shall execute proper instruments acknowledging satisfaction and    
discharge of this Indenture when:                                               

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(1) either                                    

                   (a) all the Notes theretofore authenticated and
 delivered (except lost, stolen or destroyed Notes which have been
       replaced or paid as provided in Section 2.7 and Notes for whose payment
       money has theretofore been deposited in trust or segregated and held in
       trust by the Company and thereafter repaid to the Company or discharged
        from such trust) have been delivered to the Trustee for cancellation; or

                          (b) all Notes not theretofore delivered to the Trustee
       for cancellation (1) have become due and payable or (2) will become due
      and payable within one year, or are to be called for redemption within
       one year, under arrangements reasonably satisfactory to the Trustee for
     the giving of notice of redemption by the Trustee in the name, and at
      the expense, of the Company, and the Company has irrevocably deposited
        or caused to be deposited with the Trustee funds in an amount sufficient
to pay and discharge the entire Indebtedness on the Notes not   
        theretofore delivered to the Trustee for cancellation, for principal of,
     premium, if any, and interest on the Notes to the date of maturity or
      redemption, as the case may be, together with irrevocable instructions
 from the Company directing the Trustee to apply such funds to the
payment thereof at maturity or redemption, as the case may be;  

              (2) the Company has paid all other sums payable under this
Indenture by the Company; and                                 

             (3) the Company has delivered to the Trustee an officers'
   certificate and an opinion of counsel stating that all conditions
 precedent under this Indenture relating to the satisfaction and
discharge of this Indenture have been complied with.          

          Notwithstanding the satisfaction and discharge of this
Indenture, the Company's obligations in Sections 2.3, 2.4, 2.6, 2.7, 2.11, 7.7, 
7.8, 13.2, 13.3 and 13.4, and the Trustee's and Paying Agent's obligations in   
Section 12.2 shall survive until the Notes are no longer outstanding.           
Thereafter, only the Company's obligations in Section 7.7 shall survive.        

Section 12.2. Application of Trust.                                             

                   All money deposited with the Trustee pursuant to Section 12.1
shall be held in trust and, at the written direction of the Company, be invested
prior to maturity in U.S. Government Obligations, and applied by the Trustee in 
accordance with the provisions of the Notes and this Indenture, to the payment, 
either directly or through any Paying Agent as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest   
for the payment of which money has been deposited with the Trustee; but such    
money need not be segregated from other funds except to the extent required by  
law.                                                                            

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ARTICLE XIII. 

 MISCELLANEOUS

Section 13.1.      Trust Indenture Act Controls.                                

                   If any provision hereof limits, qualifies or conflicts with a
provision of the TIA or another provision that would be required or deemed under
such Act to be part of and govern this Indenture if this Indenture were subject 
thereto, the latter provision shall control. If any provision of this Indenture 
modifies or excludes any provision of the TIA that may be so modified or        
excluded, the latter provision shall be deemed to apply to this Indenture as so 
modified or to be excluded, as the case may be.                                 

Section 13.2.      Notices.                                                     

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

If to the Company:                          

Dole Food Company, Inc.   
One Dole Drive            
         Westlake Village, California  91363
 Attention:  General Counsel
Fax:  (818) 879-6654      

With a copy to:                             

           Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive     
        Costa Mesa, California  92626-1924
   Attention:  Peter J. Tennyson
Fax:  (714) 979-1921      

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If to the Trustee:                          

            Wells Fargo Bank, National Association
            Attention:  Corporate Trust Department
707 Wilshire Boulevard    
17th Floor                
    Los Angeles, California  90017
Fax:  (213) 614-3355      

                 The Company or the Trustee, by notice to the others (and to
each Representative of Guarantor Designated Senior Debt known to it to be then  
outstanding) may designate additional or different addresses for subsequent     
notices or communications.                                                      

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

                Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by      
overnight air courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so    
mailed to any Person described in TIA Section 313(c), to the extent required by 
the TIA. Failure to mail a notice or communication to a Holder or any defect in 
it shall not affect its sufficiency with respect to other Holders.              

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

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

Section 13.3.      Communication by Holders of Notes with                       
Other Holders of Notes.                   

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

Section 13.4.      Certificate and Opinion as to Conditions Precedent.          

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

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

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

Section 13.5.      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 comply with the provisions of 
TIA Section 314(e) and shall include:                                           

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

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

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

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

Section 13.6.      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 13.7.      No Personal Liability of Directors,                          
Officers, Employees and Stockholders.     

             No past, present or future director, officer, employee,
incorporator, agent, stockholder or Affiliate of the Company, as such, shall    
have any liability for any obligations of the Company under the Notes or this   
Indenture or for any claim based on, in respect of, or by reason of, such       
obligations or their creation. No past, present or future director, officer,    
employee, incorporator, agent, stockholder or Affiliate of any of the           
Guarantors, as such, shall have any liability for any obligations of the        
Guarantors under the Guarantees or this Indenture                               

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or for any claim based on, in respect of, or by reason of, such obligations or  
their creation. Each Holder of Notes and Guarantees by accepting a Note and a   
Guarantee waives and releases all such liabilities. The waiver and release are  
part of the consideration for issuance of the Notes and the Guarantees. Such    
waiver may not be effective to waive liabilities under the federal securities   
law and it is the view of the Commission that such a waiver is against public   
policy.                                                                         

Section 13.8.      Governing Law; Submission to Jurisdiction;                   
Waiver of Jury Trial.                     

           THIS INDENTURE, THE GUARANTEES AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE   
EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. THE COMPANY AND EACH GUARANTOR 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 INDENTURE, THE GUARANTEES AND THE NOTES, AND IRREVOCABLY    
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND                
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND EACH     
GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO  
SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH 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. NOTHING    
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY OR ANY GUARANTOR IN ANY OTHER             
JURISDICTION.                                                                   

Section 13.9.      No Adverse Interpretation of Other Agreements.               

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

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Section 13.10.     Successors.                                                  

               All agreements of the Company in this Indenture and the
Notes shall bind its successors. All agreements of the Trustee in this Indenture
shall bind its successors.                                                      

Section 13.11.     Severability.                                                

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

Section 13.12.     Counterpart Originals.                                       

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

Section 13.13.     Table of Contents, Headings, Etc.                            

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

Section 13.14.     Qualification of Indenture.                                  

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

[Signatures on following page]

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SIGNATURES

                 DOLE FOOD COMPANY, INC.

                 By: /s/ Richard J. Dahl
                                         ---------------------------------------
                       Name: Richard J. Dahl
                      Title: VP and C.F.O.

                    WELLS FARGO BANK, NATIONAL
                 ASSOCIATION, as Trustee

                By: /s/ Frank McDonald
                                         ---------------------------------------
                      Name: Frank McDonald
                       Title: Vice President

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                 THE GUARANTORS NAMED IN
                    SCHEDULE A ATTACHED HERETO

                 By: /s/ Richard J. Dahl
                                         ---------------------------------------
                       Name: Richard J. Dahl
             Title: V.P.

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                                                                      SCHEDULE A

Calazo Corporation                                                              
AG 1970, Inc.                                                                   
AG 1971, Inc.                                                                   
AG 1972, Inc.                                                                   
Alyssum Corporation                                                             
Barclay Hollander Corporation                                                   
Bud Antle, Inc.                                                                 
Calicahomes, Inc.                                                               
California Polaris, Inc.                                                        
Dole ABPIK, Inc.                                                                
Dole Arizona Dried Fruit and Nut Company                                        
Dole Carrot Company                                                             
Dole Citrus                                                                     
Dole DF&N, Inc.                                                                 
Dole Dried Fruit and Nut Company, a California General Partnership              
Dole Farming, Inc.                                                              
Dole Fresh Vegetables, Inc.                                                     
Dole Orland, Inc.                                                               
Dole Visage, Inc.                                                               
E. T. Wall Company                                                              
Earlibest Orange Association, Inc.                                              
Fallbrook Citrus Company, Inc.                                                  
Lindero Headquarters Company, Inc.                                              
Lindero Property, Inc.                                                          
Oceanview Produce Company                                                       
Prairie Vista, Inc.                                                             
Royal Packing Co.                                                               
Veltman Terminal Co.                                                            
Bananera Antillana (Colombia), Inc.                                             
Clovis Citrus Association                                                       
Delphinium Corporation                                                          
Dole Europe Company                                                             
Dole Foods Flight Operations, Inc.                                              
Dole Fresh Flowers, Inc.                                                        
Dole Northwest, Inc.                                                            
Dole Sunfresh Express, Inc.                                                     
Standard Fruit and Steamship Company                                            
Standard Fruit Company                                                          
Sun Country Produce, Inc.                                                       
West Foods, Inc.                                                                

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Cool Advantage, Inc.                                                            
Cool Care, Inc.                                                                 
Flowernet Inc.                                                                  
Saw Grass Transport, Inc.                                                       
Blue Anthurium, Inc.                                                            
Cerulean, Inc.                                                                  
Dole Diversified, Inc.                                                          
Dole Land Company, Inc.                                                         
Dole Packaged Foods Corporation                                                 
La Petite d'Agen, Inc.                                                          
MK Development, Inc.                                                            
Malaga Company, Inc.                                                            
Muscat, Inc.                                                                    
Oahu Transport Company, Limited                                                 
Wahiawa Water Company, Inc.                                                     
Waialua Sugar Company, Inc.                                                     
Zante Currant, Inc.                                                             
Diversified Imports Co.                                                         
Dole Assets, Inc.                                                               
Dole Fresh Fruit Company                                                        
Dole Holdings, Inc.                                                             
Dole Logistics Services, Inc.                                                   
Dole Ocean Cargo Express, Inc. (DOCE)                                           
Dole Ocean Liner Express, Inc.                                                  
Renaissance Capital Corporation                                                 
Sun Giant, Inc.                                                                 
DNW Services Company                                                            
Pacific Coast Truck Company                                                     
Pan-Alaska Fisheries, Inc.                                                      

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                                                                       EXHIBIT A

 FORM OF SERIES A NOTE

(Face of Note)

 DOLE FOOD COMPANY, INC.

 7-1/4% SENIOR NOTE DUE 2010

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER      
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A     
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES   
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE     
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER 
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE      
DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE 
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.                               

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

               THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE    
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT   
OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE      
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS      
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON   
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH    
RULE 904                                                                        

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UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS          
AFTER THE ORIGINAL ISSUANCE OF THIS NOTE RESELL OR OTHERWISE TRANSFER THIS NOTE 
EXCEPT (A) TO DOLE FOOD COMPANY, INC. OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE 
UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A   
UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR
(AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT, AN    
"ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED
ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER 
OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR 
THIS NOTE), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN         
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT  
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION  
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF DOLE
FOOD COMPANY, INC. SO REQUESTS), OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION   
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH     
PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF 
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER
THE ORIGINAL ISSUANCE OF THIS NOTE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED 
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND   
DOLE FOOD COMPANY, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING 
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE     
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS      
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT.                               

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 DOLE FOOD COMPANY, INC.

 7-1/4% SENIOR NOTE DUE 2010

                                     CUSIP No.
                                                               ---------------
No.                                                   $                         
    ----                                              --------------------------

Interest Payment Dates:  June 15 and December 15                                
Record Dates:  June 1 and December 1                                            

        DOLE FOOD COMPANY, INC., a Delaware corporation (the
"Company," which term includes any successor corporation under the indenture    
hereinafter referred to ), for value received, promises to pay to               
____________________________________________________ or registered assigns, the 
principal sum of _____________________ Dollars on June 15, 2010.                

              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 set forth at this place.                       

            Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,  
this Note shall not be entitled to any benefits under the Indenture referred to 
on the reverse hereof or be valid or obligatory for any purpose.                

              IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal.                                         

[SEAL]                                     Dated:                               

                             DOLE FOOD COMPANY, INC.

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

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

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

WELLS FARGO BANK, NATIONAL                                                      
ASSOCIATION, as Trustee                                                         

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

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(Back of Note)

7-1/4% Senior Notes due 2010

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.          

            1. Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 7-1/4% per annum from the date of  
original issuance until maturity and shall pay the Additional Interest pursuant 
to Section 4 of the Registration Rights Agreement referred below. The Company   
will pay interest and Additional Interest semi-annually on June 15 and December 
15 of each year, or if any such day is not a Business Day, on the next          
succeeding Business Day (each an "Interest Payment Date"). Interest on the Note 
will accrue from the most recent date to which interest has been paid or, if no 
interest has been paid, from the date of issuance; provided that if there is no 
existing Default in the payment of interest, and if this Note is authenticated  
between a record date referred to on the face hereof and the next succeeding    
Interest Payment Date, interest shall accrue from such next succeeding Interest 
Payment Date; provided, further, that the first Interest Payment Date with      
respect to a Note issued on the Issue Date shall be December 15, 2003. The      
Company shall pay interest (including post-petition interest in any proceeding  
under any Bankruptcy Law) on overdue payments of the principal, Purchase Price  
and Redemption Price of this Note from time to time on demand at a rate that is 
1% per annum in excess of the rate then in effect; it shall pay interest        
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Interest, if any, (without      
regard to any applicable grace periods) hereon from time to time on demand at   
the same rate to the extent lawful. Interest will be computed on the basis of a 
360-day year of twelve 30-day months.                                           

              2. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the       
Persons who are registered Holders of Notes at the close of business on June 1  
and December 1 next preceding the Interest Payment Date, even if such Notes are 
canceled after such record date and on or before such Interest Payment Date,    
except as provided in Section 2.12 of the Indenture with respect to defaulted   
interest. Any such installment of interest or Additional Interest, if any, not  
punctually paid or duly provided for shall forthwith cease to be payable to the 
registered Holders on such Interest Payment Date, and may be paid to the        
registered Holders at the close of business on a special interest payment date  
to be fixed by the Trustee for the payment of such defaulted interest, notice   
whereof shall be given to the registered Holders not less than 10 days prior to 
such special interest payment date, or may be paid at any time in any other     
lawful manner not inconsistent with the requirements of any securities exchange 
on which the Notes may be listed, and upon such notice as may be required by    
such exchange, all as more fully provided in the Indenture. The Notes will be   
payable as to principal, Redemption Price,                                      

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Purchase Price, interest and Additional Interest, if any, by wire transfer of   
immediately available funds. Such payment shall be in such coin or currency of  
the United States of America as at the time of payment is legal tender for      
payment of public and private debts.                                            

               3. Paying Agent and Registrar. Initially, Wells Fargo Bank,
National Association, the Trustee under the Indenture, will act as Paying Agent 
and Registrar. The Company may change any Paying Agent or Registrar without     
notice to any Holder. The Company may act in any such capacity.                 

                4. Indenture and Guarantees. The Company issued $400 million
in aggregate principal amount of the Notes under an Indenture dated as of May   
29, 2003 (the "Indenture") among the Company, the Guarantors and the Trustee.   
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S.C. Code Sections 77aaa-77bbbb). 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 Notes are general obligations of the Company. Payment on each Note is
guaranteed on a senior subordinated basis, jointly and severally, by the        
Guarantors pursuant to Article XI of the Indenture.                             

              The Guarantee of any Guarantor is subordinated in right of
payment, in the manner and to the extent set forth in the Indenture, to the     
prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt  
of such Guarantor, whether outstanding on the date of the Indenture or          
thereafter created, incurred, assumed or guaranteed. Each Holder by his         
acceptance hereof agrees to be bound by such provisions and authorizes and      
expressly directs the Trustee, on his behalf, to take such action as may be     
necessary or appropriate to effectuate the subordination provided for in the    
Indenture and appoints the Trustee his attorney-in-fact for such purposes.      

                5. Optional Redemption. The Company may redeem any or all of
the Notes at any time on or after June 15, 2007, upon not less than 30 nor more 
than 60 days' prior notice in amounts of $1,000 or an integral multiple thereof 
at the Redemption Prices (expressed as a percentage of the principal amount) set
forth below, if redeemed during the 12-month period beginning June 15 of the    
years indicated below:                                                          

                                                                [Download Table]

                                                                Redemption
Year                                                               Price  
----                                                            ----------
                                                                          
2007 ...........................................                  103.625%
2008 ...........................................                  101.813%
2009 and thereafter ............................                  100.000%

in each case together with accrued and unpaid interest and Additional Interest, 
if any, to the Redemption Date.                                                 

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              If less than all the Notes are to be redeemed, the Trustee
will select the particular Notes or portions thereof to be redeemed by lot, pro 
rata or by any other method the Trustee shall deem fair and reasonable.         

                  6. Optional Redemption Upon Equity Offerings. In the event the
Company completes one or more Equity Offerings on or before June 15, 2006, the  
Company, at its option, may use the net cash proceeds from any such Equity      
Offering to redeem up to 35% of the original principal amount of the Notes (a   
"Special Redemption") at a Redemption Price of 107.250% of the principal amount,
together with accrued and unpaid interest and Additional Interest (if any), to  
the date of redemption, provided, however, that at least 65% of the original    
principal amount of the Notes initially issued under the Indenture will remain  
outstanding immediately after each such redemption; and provided, further, that 
each such redemption shall occur within 90 days after the date of the closing of
the applicable Equity Offering. If less than all the Notes are to be redeemed,  
the Trustee will select the particular Notes or portions thereof to be redeemed 
by lot, only on a pro rata basis or on as nearly a pro rata basis as is         
practicable (subject to DTC procedures).                                        

               7. Mandatory Redemption. Except as set forth in Paragraph 9
below with respect to repurchases of Notes in certain events, the Company shall 
not be required to make mandatory redemption payments with respect to the Notes.

             8. Notice of Redemption. Subject to the provisions of the
Indenture, a notice of redemption will be mailed at least 30 days but not more  
than 60 days before the Redemption Date to each Holder whose Notes are to be    
redeemed at its registered address. Notes in denominations larger than $1,000   
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date     
interest ceases to accrue on Notes or portions thereof called for redemption.   

9. Repurchase at Option of Holder.          

             (a) If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof plus accrued and 
unpaid interest and Additional Interest, if any, to the date of repurchase, in  
accordance with the procedures set forth in the Indenture. Subject to the terms 
and conditions set forth in the Indenture, within 30 days following any Change  
of Control, the Company shall mail a notice to each Holder setting forth the    
procedures governing the Change of Control Offer as required by the Indenture.  

(b) Pending the final application of such Net Cash Proceeds, the Company may    
temporarily reduce borrowings under the Credit Agreement or any other revolving 
credit facility, if any. On the 366th day after an Asset Sale or such earlier   
date, if any, as the Board of Directors of the Company or of such Restricted    
Subsidiary determines not to apply the Net                                      

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Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b)
and (3)(c) of paragraph (A) of Section 4.10 of the Indenture, or, in the event  
that a definitive agreement has been entered into prior to such 366th day       
pursuant to which the Net Cash Proceeds are to be applied on the later of the   
366th day and the 121st day after the execution of such agreement (each, a "Net 
Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which 
have not been applied on or before such Net Proceeds Offer Trigger Date as      
permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 
of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the  
Company or such Restricted Subsidiary to make an offer to purchase (the "Net    
Proceeds Offer") to all Holders and, to the extent required by the terms of any 
Pari Passu Debt, an offer to purchase to all holders of such Pari Passu Debt, on
a date (the "Net Proceeds Offer Payment Date") not less the 30 nor more then 60 
days following the applicable Net Proceeds Offer Trigger Date, from all Holders 
(and holders of any such Pari Passu Debt) on a pro rata basis, that amount of   
Notes (and Pari Passu Debt) equal to the Net Proceeds Offer Amount at a price   
equal to 100% of the principal amount of the Notes (and Pari Passu Debt) to be  
purchased, plus accrued and unpaid interest thereon, if any, to the date of     
purchase; provided, however, that if at any time any non-cash consideration     
received by the Company or any Restricted Subsidiary of the Company, as the case
may be, in connection with any Asset Sale is converted into or sold or otherwise
disposed of for cash (other than interest received with respect to any such     
non-cash consideration), then such conversion or disposition shall be deemed to 
constitute an Asset Sale hereunder as of the date of such conversion or         
disposition and the Net Cash Proceeds thereof shall be applied in accordance    
with this covenant. Each Net Proceeds Offer will be mailed to the record Holders
as shown on the register of Holders within 25 days following the Net Proceeds   
Offer Trigger Date, with a copy to the Trustee, and shall comply with the       
procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds
Offer, Holders may elect to tender their Notes in whole or in part in integral  
multiples of $1,000 in exchange for cash. To the extent Holders properly tender 
Notes and holders of Pari Passu Debt properly tender such Indebtedness in an    
amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari     
Passu Debt will be purchased on a pro rata basis based on aggregate amounts of  
Notes and Pari Passu Debt tendered (and the Trustee shall select the tendered   
Notes of tendering Holders on a pro rata basis based on the amount of Notes     
tendered). A Net Proceeds Offer shall remain open for a period of 20 business   
days or such longer period as may be required by law. If any Net Cash Proceeds  
remain after the consummation of any Net Proceeds Offer, the Company may use    
those Net Cash Proceeds for any purpose not otherwise prohibited by the         
Indenture. Upon completion of each Net Proceeds Offer, the Net Proceeds Offer   
Amount will be reset at zero.                                                   

           10. 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        

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and fees required by law or permitted by the Indenture. The Company need not    
exchange or register the transfer of any Note or portion of a Note selected for 
redemption, except for the unredeemed portion of any Note being redeemed in     
part. Also, it need not exchange or register the transfer 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 corresponding Interest Payment Date.       

                  11. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.                                       

            12. Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the 
consent of the Holders of at least a majority in principal amount of the then   
outstanding Notes, and any existing default or compliance with any provision of 
the Indenture or the Notes may be waived with the consent of the Holders of a   
majority in principal amount of the then outstanding Notes. Without the consent 
of any Holder of a Note, the Indenture and the Notes may be amended or          
supplemented to cure any ambiguity, defect or inconsistency, to provide for     
uncertificated Notes in addition to or in place of certificated Notes, to       
provide for the assumption of the Company's obligations to Holders of the Notes 
in case of a merger or consolidation, to make any change that would provide any 
additional rights or benefits to the Holders of the Notes or that does not      
adversely affect the legal rights under the Indenture of any such Holder in any 
material respect, or to comply with the requirements of the Commission in order 
to effect or maintain the qualification of the Indenture under the Trust        
Indenture Act.                                                                  

                 13. Defaults and Remedies. Events of Default include: (1) the
failure to pay interest on any Notes when the same becomes due and payable and  
the default continues for a period of 30 days (whether or not such payment shall
be prohibited by the subordination provisions of the Indenture); (2) the failure
to pay the principal of any Notes when such principal becomes due and payable,  
at maturity, upon redemption or otherwise (including the failure to make a      
payment to purchase Notes tendered pursuant to a Change of Control Offer or a   
Net Proceeds Offer) (whether or not such payment shall be prohibited by the     
subordination provisions of the Indenture); (3) a default in the observance or  
performance of any other covenant or agreement contained in the Indenture which 
default continues for a period of 45 days after the Company receives written    
notice specifying the default (and demanding that such default be remedied) from
the Trustee or the Holders of at least 25% of the outstanding principal amount  
of the Notes (except in the case of a default with respect to Section 5.1 of the
Indenture, which will constitute an Event of Default with such notice           
requirement but without such passage of time requirement); (4) the failure to   
pay at final maturity (giving effect to any applicable grace periods and any    
extensions thereof) the stated principal amount of any Indebtedness of the      
Company or any Restricted Subsidiary of the Company, or the acceleration of the 
final stated maturity of any such Indebtedness (which acceleration is not       
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or such Restricted subsidiary of notice of any such acceleration) if the        
aggregate principal amount of such Indebtedness, together with the principal    
amount of any other such Indebtedness in default for failure to pay principal at
final stated maturity or which has been accelerated (in each case with respect  
to which the 30-day period described above has elapsed), aggregated $25.0       
million or more at any time; provided that if such failure to pay shall be      
remedied, waived or extended within 30 days of receipt by the Company or such   
Restricted Subsidiary of notice of such acceleration, then any Default or Event 
of Default hereunder shall be deemed likewise to be remedied, waived or extended
without further action by the Company; (5) one or more judgments in an aggregate
amount in excess of $25.0 million shall have been rendered against the Company  
or any of is Restricted Subsidiaries and such judgments remain undischarged,    
unpaid or unstayed for a period of 60 days after such judgment or judgments     
become final and non-appealable; provided, however, that the rendering of any   
such judgment(s) shall not be an Event of Default under this clause (5) unless  
(i) the Company and its Restricted Subsidiaries which are subject to the order, 
as of the date of the issuance of such judgment(s), have at least $25.0 million 
in net assets located in such court's jurisdiction or (ii) a final and          
non-appealable order enforcing such judgment(s) is entered by a court of        
competent jurisdiction in a jurisdiction where the Company and its Restricted   
Subsidiaries subject to the order, as of the date of the entry of such order of 
enforcement, have at least $25.0 million in net assets located in such          
jurisdiction; (6) certain events of bankruptcy affecting the Company or any of  
its Significant Subsidiaries; or (7) any Guarantee of a Significant Subsidiary  
ceases to be in full force and effect or any Guarantee of a Significant         
Subsidiary is declared to be null and void and unenforceable or any Guarantee of
a Significant Subsidiary is found to be invalid or any Guarantor that is a      
Significant Subsidiary denies its liability under its Guarantee (other than by  
reason of release of such Guarantor in accordance with the terms of the         
Indenture). If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may   
declare all the Notes to be due and payable immediately. Upon any such          
declaration, the entire principal amount of, and accrued and unpaid interest and
Additional Interest, if any, on the Notes shall become immediately due and      
payable. Notwithstanding the foregoing, in the case of an Event of Default      
arising from certain events of bankruptcy or insolvency, all outstanding Notes  
will become due and payable without further action or notice. Holders may not   
enforce the Indenture or the Notes except as provided in the Indenture. 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 Trustee may withhold from Holders of the Notes notice of any continuing     
Default or Event of Default (except a Default or Event of Default relating to   
payment on any Note) if it determines that withholding notice is in their       
interest. The Holders of a majority in principal amount of the Notes may waive  
any existing or past Default or Event of Default under the Indenture, and its   
consequences, except a default in the payment of the principal of, or interest  
on any Notes. The Company is required to deliver to the Trustee annually a      
statement regarding compliance with the Indenture, and the Company is required  
upon becoming aware of any Default or Event of Default, to deliver to the       
Trustee a statement specifying such Default or Event of Default.                

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         14. Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other    
capacity, may become owner or pledge of Notes and may otherwise deal with the   
Company or its Affiliates as if it were not Trustee.                            

              15. No Recourse Against Others. No past, present or future
director, officer, employee, incorporator or stockholder of the Company, as     
such, shall have any liability for any obligations of the Company under the     
Notes or the Indenture or for any claim based on, in respect of, or by reason   
of, such obligations or their creation. Each Holder by accepting a Note waives  
and releases all such liability. The waiver and release are part of the         
consideration for the issuance of the Notes.                                    

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

                 17. 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).                                                   

                 18. Discharge Prior to Maturity. If the Company deposits with
the Trustee or Paying Agent cash or U.S. Government Obligations sufficient to   
pay the principal or Redemption Price of, and interest and Additional Interest, 
if any, on, the Notes to maturity or a specified Redemption Date and satisfies  
certain conditions specified in the Indenture, the Company will be discharged   
from the Indenture, except for certain Sections thereof.                        

                 19. Governing Law. The Indenture and Guarantees and this Note
shall be governed by and construed in accordance with the laws of the State of  
New York but without giving effect to applicable principles of conflicts of law 
to the extent that the application of the law of another jurisdiction would be  
required thereby. Each of the Company and each Guarantor 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 the Indenture and the Notes, and       
irrevocably accept for itself and in respect of its property, generally and     
unconditionally, jurisdiction of the aforesaid courts. Each of the Company and  
each Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which 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. Nothing    
herein shall affect the right of the Trustee or any Holder of the Notes to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Company or any Guarantor in any other             
jurisdiction.                                                                   

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

                21. Registration Rights. Pursuant to the Registration Rights
Agreement, the Company will be obligated upon the occurrence of certain events  
to consummate an exchange offer pursuant to which the Holder of this Note shall 
have the right to exchange this Series A Note for the Company's 7-1/4% Senior   
Notes due 2010, Series B, which have been registered under the Securities Act,  
in like principal amount and having terms identical in all material respects as 
the Series A Notes. The Holders shall be entitled to receive certain additional 
interest payments in the event such exchange offer is not consummated and upon  
certain other conditions, all pursuant to and in accordance with the terms of   
the Registration Rights Agreement.                                              

               The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:             

               Dole Food Company, Inc.
      One Dole Drive
                   Westlake Village, CA  91362
                   Attention:  General Counsel

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 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:                                                  
                          ------------------------------------------------------
                  (Participant in recognized signature guarantee
medallion program)          

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OPTION OF HOLDER TO ELECT PURCHASE

                If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or     
Section 4.15 ("Change of Control Offer") of the Indenture, check the applicable 
boxes                                                                           

|_| Net Proceeds Offer:                     |_| Change of Control Offer:      

in whole           |_|                      in whole           |_|      

in part            |_|                      in part            |_|      

Amount to be                                Amount to be                
purchased: $__________                      purchased: $__________      

Dated:                      Signature:                                          
       ---------------                 -----------------------------------------
                                       (Sign exactly as your name appears on the
                      other side of this Note)

Signature Guarantee:                                                            
                     -----------------------------------------------------------
(Participant in recognized signature  
guarantee medallion program)          

Social Security Number or                                                       
Taxpayer Identification Number:                                                 
                                ------------------------------------------------

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                                                                       EXHIBIT B

 FORM OF SERIES B NOTE

(Face of Note)

 DOLE FOOD COMPANY, INC.

 7-1/4% SENIOR NOTE DUE 2010

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER      
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A     
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES   
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE     
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER 
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE      
DEPOSITARY TO ANYONE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE 
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.                               

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

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 DOLE FOOD COMPANY, INC.

 7-1/4% SENIOR NOTE DUE 2010

                     CUSIP No.
                                                      ----------------------
No.                                           $                                 
  --------------                             -------------------------------

Interest Payment Dates:  June 15 and December 15                                
Record Dates:  June 1 and December 1                                            

        DOLE FOOD COMPANY, INC., a Delaware corporation (the
"Company," which term includes any successor corporation under the indenture    
hereinafter referred to ), for value received, promises to pay to               
____________________________________________________ or registered assigns, the 
principal sum of _____________________ Dollars on June 15, 2010.                

              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 set forth at this place.                       

            Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,  
this Note shall not be entitled to any benefits under the Indenture referred to 
on the reverse hereof or be valid or obligatory for any purpose.                

              IN WITNESS WHEREOF, the Company has caused this Note to be
duly executed under its corporate seal.                                         

[SEAL]                             Dated:                                       

             DOLE FOOD COMPANY, INC.

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

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

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

WELLS FARGO BANK, NATIONAL                                                      
ASSOCIATION, as Trustee                                                         

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

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(Back of Note)

7-1/4% Senior Notes due 2010

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.          

            1. Interest. The Company promises to pay interest on the
principal amount of this Note at the rate of 7-1/4% per annum from the date of  
original issuance until maturity. The Company will pay interest and Additional  
Interest semi-annually on June 15 and December 15 of each year, or if any such  
day is not a Business Day, on the next succeeding Business Day (each an         
"Interest Payment Date"). Interest on the Note will accrue from the most recent 
date to which interest has been paid or, if no interest has been paid, from the 
date of issuance; provided that if there is no existing Default in the payment  
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that 
the first Interest Payment Date with respect to a Note issued on the Issue Date 
shall be December 15, 2003. The Company shall pay interest (including           
post-petition interest in any proceeding under any Bankruptcy Law) on overdue   
payments of the principal, Purchase Price and Redemption Price of this Note from
time to time on demand at a rate that is 1% per annum in excess of the rate then
in effect; it shall pay interest (including post-petition interest in any       
proceeding under any Bankruptcy Law) on overdue installments of interest and    
Additional Interest, if any, (without regard to any applicable grace periods)   
hereon from time to time on demand at the same rate to the extent lawful.       
Interest will be computed on the basis of a 360-day year of twelve 30-day       
months.                                                                         

              2. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) and Additional Interest, if any, to the       
Persons who are registered Holders of Notes at the close of business on June 1  
and December 1 next preceding the Interest Payment Date, even if such Notes are 
canceled after such record date and on or before such Interest Payment Date,    
except as provided in Section 2.12 of the Indenture with respect to defaulted   
interest. Any such installment of interest or Additional Interest, if any, not  
punctually paid or duly provided for shall forthwith cease to be payable to the 
registered Holders on such Interest Payment Date, and may be paid to the        
registered Holders at the close of business on a special interest payment date  
to be fixed by the Trustee for the payment of such defaulted interest, notice   
whereof shall be given to the registered Holders not less than 10 days prior to 
such special interest payment date, or may be paid at any time in any other     
lawful manner not inconsistent with the requirements of any securities exchange 
on which the Notes may be listed, and upon such notice as may be required by    
such exchange, all as more fully provided in the Indenture. The Notes will be   
payable as to principal, Redemption Price, Purchase Price, interest and         
Additional Interest, if any, by wire transfer of immediately available funds.   
Such payment shall be in such coin or currency of the United States of America  
as at the time of payment is legal tender for payment of public and private     
debts.                                                                          

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               3. Paying Agent and Registrar. Initially, Wells Fargo Bank,
National Association, the Trustee under the Indenture, will act as Paying Agent 
and Registrar. The Company may change any Paying Agent or Registrar without     
notice to any Holder. The Company may act in any such capacity.                 

                4. Indenture and Guarantees. The Company issued $400 million
in aggregate principal amount of the Notes under an Indenture dated as of May   
29, 2003 (the "Indenture") amount the Company, the Guarantors and the Trustee.  
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S.C. Code Sections 77aaa-77bbbb). 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 Notes are general obligations of the Company. Payment on each Note is
guaranteed on a senior subordinated basis, jointly and severally, by the        
Guarantors pursuant to Article XI of the Indenture.                             

              The Guarantee of any Guarantor is subordinated in right of
payment, in the manner and to the extent set forth in the Indenture, to the     
prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt  
of such Guarantor, whether outstanding on the date of the Indenture or          
thereafter created, incurred, assumed or guaranteed. Each Holder by his         
acceptance hereof agrees to be bound by such provisions and authorizes and      
expressly directs the Trustee, on his behalf, to take such action as may be     
necessary or appropriate to effectuate the subordination provided for in the    
Indenture and appoints the Trustee his attorney-in-fact for such purposes.      

                5. Optional Redemption. The Company may redeem any or all of
the Notes at any time on or after June 15, 2007, upon not less than 30 nor more 
than 60 days' prior notice in amounts of $1,000 or an integral multiple thereof 
at the Redemption Prices (expressed as a percentage of the principal amount) set
forth below, if redeemed during the 12-month period beginning January 1 of the  
years indicated below:                                                          

                                                                [Download Table]

                                                                      Redemption
Year                                                                     Price  
----                                                                  ----------
                                                                                
2007 ...........................................                        103.625%
2008 ...........................................                        101.813%
2009 and thereafter ............................                        100.000%

in each case together with accrued and unpaid interest and Additional Interest, 
if any, to the Redemption Date.                                                 

              If less than all the Notes are to be redeemed, the Trustee
will select the particular Notes or portions thereof to be redeemed by lot, pro 
rata or by any other method the Trustee shall deem fair and reasonable.         

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                  6. Optional Redemption Upon Equity Offerings. In the event the
Company completes one or more Equity Offerings on or before June 15, 2006, the  
Company, at its option, may use the net cash proceeds from any such Equity      
Offering to redeem up to 35% of the original principal amount of the Notes (a   
"Special Redemption") at a Redemption Price of 107.250% of the principal amount,
together with accrued and unpaid interest and Additional Interest (if any), to  
the date of redemption, provided, however, that at least 65% of the original    
principal amount of the Notes initially issued under the Indenture will remain  
outstanding immediately after each such redemption; and provided, further, that 
each such redemption shall occur within 90 days after the date of the closing of
the applicable Equity Offering. If less than all the Notes are to be redeemed,  
the Trustee will select the particular Notes or portions thereof to be redeemed 
by lot, only on a pro rata basis or on as nearly a pro rata basis as is         
practicable (subject to DTC procedures).                                        

               7. Mandatory Redemption. Except as set forth in Paragraph 9
below with respect to repurchases of Notes in certain events, the Company shall 
not be required to make mandatory redemption payments with respect to the Notes.

             8. Notice of Redemption. Subject to the provisions of the
Indenture, a notice of redemption will be mailed at least 30 days but not more  
than 60 days before the Redemption Date to each Holder whose Notes are to be    
redeemed at its registered address. Notes in denominations larger than $1,000   
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date     
interest ceases to accrue on Notes or portions thereof called for redemption.   

9. Repurchase at Option of Holder.          

             (a) If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a Purchase Price equal to 101% of the principal amount thereof plus accrued and 
unpaid interest and Additional Interest, if any, to the date of repurchase, in  
accordance with the procedures set forth in the Indenture. Subject to the terms 
and conditions set forth in the Indenture, within 30 days following any Change  
of Control, the Company shall mail a notice to each Holder setting forth the    
procedures governing the Change of Control Offer as required by the Indenture.  

                (b) Pending the final application of such Net Cash Proceeds,
the Company may temporarily reduce borrowings under the Credit Agreement or any 
other revolving credit facility, if any. On the 366th day after an Asset Sale or
such earlier date, if any, as the Board of Directors of the Company or of such  
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to 
such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph  
(A) of Section 4.10 of the Indenture, or, in the event that a definitive        
agreement has been entered into prior to such 366th day pursuant to which the   
Net Cash Proceeds are to be applied on the later of the 366th day and the 121st 
day after the execution of such agreement                                       

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(each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash  
Proceeds which have not been applied on or before such Net Proceeds Offer       
Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) 
of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be 
applied by the Company or such Restricted Subsidiary to make an offer to        
purchase (the "Net Proceeds Offer") to all Holders and, to the extent required  
by the terms of any Pari Passu Debt, an offer to purchase to all holders of such
Pari Passu Debt, on a date (the "Net Proceeds Offer Payment Date") not less the 
30 nor more then 60 days following the applicable Net Proceeds Offer Trigger    
Date, from all Holders (and holders of any such Pari Passu Debt) on a pro rata  
basis, that amount of Notes (and Pari Passu Debt) equal to the Net Proceeds     
Offer Amount at a price equal to 100% of the principal amount of the Notes (and 
Pari Passu Debt) to be purchased, plus accrued and unpaid interest thereon, if  
any, to the date of purchase; provided, however, that if at any time any        
non-cash consideration received by the Company or any Restricted Subsidiary of  
the Company, as the case may be, in connection with any Asset Sale is converted 
into or sold or otherwise disposed of for cash (other than interest received    
with respect to any such non-cash consideration), then such conversion or       
disposition shall be deemed to constitute an Asset Sale hereunder as of the date
of such conversion or disposition and the Net Cash Proceeds thereof shall be    
applied in accordance with this covenant. Each Net Proceeds Offer will be mailed
to the record Holders as shown on the register of Holders within 25 days        
following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and  
shall comply with the procedures set forth in the Indenture. Upon receiving     
notice of the Net Proceeds Offer, Holders may elect to tender their Notes in    
whole or in part in integral multiples of $1,000 in exchange for cash. To the   
extent Holders properly tender Notes and holders of Pari Passu Debt properly    
tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount,  
the tendered Notes and Pari Passu Debt will be purchased on a pro rata basis    
based on aggregate amounts of Notes and Pari Passu Debt tendered (and the       
Trustee shall select the tendered Notes of tendering Holders on a pro rata basis
based on the amount of Notes tendered). A Net Proceeds Offer shall remain open  
for a period of 20 business days or such longer period as may be required by    
law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds 
Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise
prohibited by the Indenture. Upon completion of each Net Proceeds Offer, the Net
Proceeds Offer Amount will be reset at zero.                                    

           10. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral         
multiples of $1,000. The transfer of Notes may be registered and Notes may be   
exchanged as provided in the Indenture. The Registrar and the Trustee may       
require a Holder, among other things, to furnish appropriate endorsements and   
transfer documents and the Company may require a Holder to pay any taxes and    
fees required by law or permitted by the Indenture. The Company need not        
exchange or register the transfer of any Note or portion of a Note selected for 
redemption, except for the unredeemed portion of any Note being redeemed in     
part. Also, it need not exchange or register the transfer of any Notes for a    
period of 15 days before a selection of Notes to be                             

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redeemed or during the period between a record date and the corresponding       
Interest Payment Date.                                                          

                  11. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.                                       

            12. Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture and the Notes may be amended or supplemented with the 
consent of the Holders of at least a majority in principal amount of the then   
outstanding Notes, and any existing default or compliance with any provision of 
the Indenture or the Notes may be waived with the consent of the Holders of a   
majority in principal amount of the then outstanding Notes. Without the consent 
of any Holder of a Note, the Indenture and the Notes may be amended or          
supplemented to cure any ambiguity, defect or inconsistency, to provide for     
uncertificated Notes in addition to or in place of certificated Notes, to       
provide for the assumption of the Company's obligations to Holders of the Notes 
in case of a merger or consolidation, to make any change that would provide any 
additional rights or benefits to the Holders of the Notes or that does not      
adversely affect the legal rights under the Indenture of any such Holder in any 
material respect, or to comply with the requirements of the Commission in order 
to effect or maintain the qualification of the Indenture under the Trust        
Indenture Act.                                                                  

                 13. Defaults and Remedies. Events of Default include: (1) the
failure to pay interest on any Notes when the same becomes due and payable and  
the default continues for a period of 30 days (whether or not such payment shall
be prohibited by the subordination provisions of the Indenture); (2) the failure
to pay the principal of any Notes when such principal becomes due and payable,  
at maturity, upon redemption or otherwise (including the failure to make a      
payment to purchase Notes tendered pursuant to a Change of Control Offer or a   
Net Proceeds Offer) (whether or not such payment shall be prohibited by the     
subordination provisions of the Indenture); (3) a default in the observance or  
performance of any other covenant or agreement contained in the Indenture which 
default continues for a period of 45 days after the Company receives written    
notice specifying the default (and demanding that such default be remedied) from
the Trustee or the Holders of at least 25% of the outstanding principal amount  
of the Notes (except in the case of a default with respect to Section 5.1 of the
Indenture, which will constitute an Event of Default with such notice           
requirement but without such passage of time requirement); (4) the failure to   
pay at final maturity (giving effect to any applicable grace periods and any    
extensions thereof) the stated principal amount of any Indebtedness of the      
Company or any Restricted Subsidiary of the Company, or the acceleration of the 
final stated maturity of any such Indebtedness (which acceleration is not       
rescinded, annulled or otherwise cured within 30 days of receipt by the Company 
or such Restricted subsidiary of notice of any such acceleration) if the        
aggregate principal amount of such Indebtedness, together with the principal    
amount of any other such Indebtedness in default for failure to pay principal at
final stated maturity or which has been accelerated (in each case with respect  
to which the 30-day period described above has elapsed), aggregated $25.0       
million or more at any time; provided that if such failure to pay shall be      
remedied, waived or                                                             

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extended within 30 days of receipt by the Company or such Restricted Subsidiary 
of notice of such acceleration, then any Default or Event of Default hereunder  
shall be deemed likewise to be remedied, waived or extended without further     
action by the Company; (5) one or more judgments in an aggregate amount in      
excess of $25.0 million shall have been rendered against the Company or any of  
is Restricted Subsidiaries and such judgments remain undischarged, unpaid or    
unstayed for a period of 60 days after such judgment or judgments become final  
and non-appealable; provided, however, that the rendering of any such           
judgment(s) shall not be an Event of Default under this clause (5) unless (i)   
the Company and its Restricted Subsidiaries which are subject to the order, as  
of the date of the issuance of such judgment(s), have at least $25.0 million in 
net assets located in such court's jurisdiction or (ii) a final and             
non-appealable order enforcing such judgment(s) is entered by a court of        
competent jurisdiction in a jurisdiction where the Company and its Restricted   
Subsidiaries subject to the order, as of the date of the entry of such order of 
enforcement, have at least $25.0 million in net assets located in such          
jurisdiction; (6) certain events of bankruptcy affecting the Company or any of  
its Significant Subsidiaries; or (7) any Guarantee of a Significant Subsidiary  
ceases to be in full force and effect or any Guarantee of a Significant         
Subsidiary is declared to be null and void and unenforceable or any Guarantee of
a Significant Subsidiary is found to be invalid or any Guarantor that is a      
Significant Subsidiary denies its liability under its Guarantee (other than by  
reason of release of such Guarantor in accordance with the terms of the         
Indenture). If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may   
declare all the Notes to be due and payable immediately. Upon any such          
declaration, the entire principal amount of, and accrued and unpaid interest and
Additional Interest, if any, on the Notes shall become immediately due and      
payable. Notwithstanding the foregoing, in the case of an Event of Default      
arising from certain events of bankruptcy or insolvency, all outstanding Notes  
will become due and payable without further action or notice. Holders may not   
enforce the Indenture or the Notes except as provided in the Indenture. 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 Trustee may withhold from Holders of the Notes notice of any continuing     
Default or Event of Default (except a Default or Event of Default relating to   
payment on any Note) if it determines that withholding notice is in their       
interest. The Holders of a majority in principal amount of the Notes may waive  
any existing or past Default or Event of Default under the Indenture, and its   
consequences, except a default in the payment of the principal of, or interest  
on any Notes. The Company is required to deliver to the Trustee annually a      
statement regarding compliance with the Indenture, and the Company is required  
upon becoming aware of any Default or Event of Default, to deliver to the       
Trustee a statement specifying such Default or Event of Default.                

         14. Trustee Dealings with Company. Subject to certain
limitations, the Trustee under the Indenture, in its individual or any other    
capacity, may become owner or pledge of Notes and may otherwise deal with the   
Company or its Affiliates as if it were not Trustee.                            

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              15. No Recourse Against Others. No past, present or future
director, officer, employee, incorporator or stockholder of the Company, as     
such, shall have any liability for any obligations of the Company under the     
Notes or the Indenture or for any claim based on, in respect of, or by reason   
of, such obligations or their creation. Each Holder by accepting a Note waives  
and releases all such liability. The waiver and release are part of the         
consideration for the issuance of the Notes.                                    

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

                 17. 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).                                                   

                 18. Discharge Prior to Maturity. If the Company deposits with
the Trustee or Paying Agent cash or U.S. Government Obligations sufficient to   
pay the principal or Redemption Price of, and interest and Additional Interest, 
if any, on, the Notes to maturity or a specified Redemption Date and satisfies  
certain conditions specified in the Indenture, the Company will be discharged   
from the Indenture, except for certain Sections thereof.                        

                 19. Governing Law. The Indenture and Guarantees and this Note
shall be governed by and construed in accordance with the laws of the State of  
New York but without giving effect to applicable principles of conflicts of law 
to the extent that the application of the law of another jurisdiction would be  
required thereby. Each of the Company and each Guarantor 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 the Indenture and the Notes, and       
irrevocably accept for itself and in respect of its property, generally and     
unconditionally, jurisdiction of the aforesaid courts. Each of the Company and  
each Guarantor irrevocably waives, to the fullest extent that it may effectively
do so under applicable law, trial by jury and any objection which 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. Nothing    
herein shall affect the right of the Trustee or any Holder of the Notes to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Company or any Guarantor in any other             
jurisdiction.                                                                   

                  20. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has    
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP   
numbers in notices of redemption as a convenience to Holders. No representation 
is made as to the correctness or ac-                                            

B-10

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curacy of such numbers either as printed on the Notes or as contained in any    
notice of redemption or repurchase and reliance may be placed only on the other 
identification numbers placed thereon.                                          

               The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Request may be made to:             

               Dole Food Company, Inc.
      One Dole Drive
                   Westlake Village, CA  91362
                   Attention:  General Counsel

B-11

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 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:                                                
                          ----------------------------------------------------
                    (Participant in recognized signature guarantee
medallion program)        

B-12

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OPTION OF HOLDER TO ELECT PURCHASE

                If you wish to elect to have all or any portion of this Note
purchased by the Company pursuant to Section 4.10 ("Net Proceeds Offer") or     
Section 4.15 ("Change of Control Offer") of the Indenture, check the applicable 
boxes                                                                           

|_| Net Proceeds Offer:                     |_| Change of Control Offer:        

in whole           |_|                      in whole           |_|        

in part            |_|                      in part            |_|        

Amount to be                                Amount to be                  
purchased: $___________                     purchased: $___________       

Dated:                            Signature:                                    
      -------------                         ----------------------------------
                                              (Sign exactly as your name appears
                                           on the other side of this Note)

Signature Guarantee:                                                            
                    ----------------------------------------------------------
        (Participant in recognized signature guarantee
medallion program)                    

Social Security Number or                                                       
Taxpayer Identification Number:                                                 
                               -----------------------------------------------

B-13

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                                                                       EXHIBIT C

 GUARANTEE

              For value received, the undersigned hereby unconditionally
guarantees, as principal obligor and not only as a surety, to the Holder of this
Note the cash payments in United States dollars of principal of, premium, if    
any, and interest on this Note (and including Additional Interest payable       
thereon) in the amounts and at the times when due and interest on the overdue   
principal, premium, if any, and interest, if any, of this Note, if lawful, and  
the payment or performance of all other Obligations of the Company under the    
Indenture (as defined below) or the Note, to the Holder of this Note and the    
Trustee, all in accordance with and subject to the terms and limitations of this
Note, Article XI of the Indenture, the subordination provisions of Article X of 
the Indenture and this Guarantee. This Guarantee will become effective in       
accordance with Article XI of the Indenture and its terms shall be evidenced    
therein. The validity and enforceability of this Guarantee shall not be affected
by the fact that it is not affixed to any particular Note. Capitalized terms    
used but not defined herein shall have the meanings ascribed to them in the     
Indenture dated as of May 29, 2003, among Dole Food Company, Inc., a Delaware   
corporation, as issuer (the "Company"), each of the Guarantors named therein and
Wells Fargo Bank, National Association, as trustee (the "Trustee") (as amended  
or supplemented, the "Indenture").                                              

         THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO 
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF 
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby
agrees to submit to the jurisdiction of the courts of the State of New York in  
any action or proceeding arising out of or relating to this Guarantee.          

                 This Guarantee is subject to release upon the terms set forth
in the Indenture.                                                               

 [GUARANTOR]

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

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                                                                    EXHIBIT D(1)

FORM OF REGULATION S CERTIFICATE

                                                   -------------------,-------

[                                ]                                              
[                                ]                                              
[                                ]                                              

Attention:  [                                ]                                  

   Re:      Dole Food Company, Inc.(the "Company")
                7-1/4% Senior Notes due 2010 (the "Notes")

Dear Sirs:                                                                      

                 This letter relates to U.S. $ ______________ principal amount
at maturity of Notes represented by a certificate (the "Legended Certificate")  
which bears a legend outlining restrictions upon transfer of such Legended      
Certificate. Pursuant to Section 2.1 of the Indenture (the "Indenture") dated as
of May 29, 2003 relating to the Notes, we hereby certify that we are (or we will
hold such securities on behalf of) a person outside the United States to whom   
the Notes could be transferred in accordance with Rule 904 of Regulation S      
promulgated under the U.S. Securities Act of 1933, as amended.                  

                 You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any       
interested party in any administrative or legal proceedings or official inquiry 
with respect to the matters covered hereby. Terms used in this letter have the  
meanings set forth in Regulation S.                                             

       Very truly yours,

      [Name of Holder]

By:       
                                      ----------------------------------------
                                      Authorized Signature

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                                                                    EXHIBIT D(2)

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

                                                       -----------------, ------

[                                ]                                              
[                                ]                                              
[                                ]                                              

Attention:  [                                ]                                  

   Re:      Dole Food Company, Inc.(the "Company")
                7-1/4% Senior Notes due 2010 (the "Notes")

Dear Sirs:                                                                      

                This Certificate relates to $ _____________ principal amount
of Notes held in *____ book-entry or * _____ certificated form by               
_____________________(the "Transferor").                                        

The Transferor:*                            

                |_| has requested the Trustee by written order to deliver in
exchange for its beneficial interest in the Global Note held by the Depositary a
Note or Notes in certificated, registered form of authorized denominations in an
aggregate principal amount equal to its beneficial interest in such Global Note 
(or the portion thereof indicated above); or                                    

                 |_| has requested the Trustee by written order 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 as provided in Section 2.6  
of such Indenture, the transfer of this Note does not require registration under
the Securities Act (as defined below) because:*                                 

--------------------                                                            
Check applicable box                                                            

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            |_| Such Note is being acquired for the Transferor's own
account, without transfer.                                                      

      |_| Such Note is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, 
as amended (the "Securities Act")) in reliance on Rule 144A.                    

                  |_| Such Note is being transferred to an "Accredited Investor"
(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in     
accordance with Regulation D under the Securities Act.                          

               |_| Such Note is being transferred pursuant to an exemption
from registration in accordance with Regulation S under the Securities Act.     

                  |_| Such Note is being transferred in accordance with Rule 144
under the Securities Act, or pursuant to an effective registration statement    
under the Securities Act.                                                       

            |_| Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the          
Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. 
An Opinion of Counsel to the effect that such transfer does not require         
registration under the Securities Act accompanies this Certificate.             

                                           Very truly yours,

                                                     ---------------------------
                                                     [INSERT NAME OF TRANSFEROR]

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

Date:    __________________                                                     

D(2)-2

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                                                                       EXHIBIT E

 FORM OF CERTIFICATE TO BE
DELIVERED IN CONNECTION WITH
 TRANSFERS TO NON-QIB ACCREDITED INVESTORS

                                                  ----------------------,-------

[                                  ]                                            
[                                  ]                                            
[                                  ]                                            

Attention:  [                                  ]                                

    Re:      Dole Food Company, Inc. (the "Company")
                7-1/4% Senior Notes due 2010 (the "Notes")

Dear Sirs:                                                                      

            In connection with our proposed purchase of Notes of the
Company, we confirm that:                                                       

                 1. We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated 
as of May 29, 2003 relating to the Notes (the "Indenture") and the undersigned  
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with, such restrictions and conditions and the Securities  
Act of 1933, as amended (the "Securities Act").                                 

                  2. We understand that the Notes have not been registered under
the Securities Act or any other applicable securities law, and that the Notes   
may not be offered, sold or otherwise transferred except as permitted in the    
following sentence. We agree, on our own behalf and on behalf of any accounts   
for which we are acting as hereinafter stated, that if we should offer, sell,   
transfer, pledge, hypothecate or otherwise dispose of any Notes within two years
after the original issuance of the Notes, we will do so only (A) to the Company 
or any Subsidiary thereof, (B) inside the United States to a "qualified         
institutional buyer" in compliance with Rule 144A under the Securities Act, (C) 
inside the United States to an institutional "accredited investor" (as defined  
below) that, prior to such transfer, furnishes to you a signed letter           
substantially in the form of this letter, (D) outside the United States to a    
foreign person in compliance with Rule 904 of Regulation S under the Securities 
Act, (E) pursuant to the exemption from registration provided by Rule 144 under 
the Securities Act (if available) (F) in accordance with another exemption from 
the registration requirements of the Securities, or (G) pursuant to an effective
registration statement under the Securities Act, and we further                 

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agree to provide to any person purchasing any of the Notes from us a notice     
advising such purchaser that resales of the Notes are restricted as stated      
herein and in the Indenture.                                                    

                3. We understand that, on any proposed transfer of any Notes
prior to the later of the original issue date of the Notes and the last date the
Notes were held by an affiliate of the Company pursuant to paragraphs 2(C), 2(D)
and 2(E) above, we will be required to furnish to you and the Company such      
certifications, legal opinions and other information as you and the Company may 
reasonably require to confirm that the proposed transfer complies with the      
foregoing restrictions. We further understand that the Notes purchased by us    
will bear a legend to the foregoing effect.                                     

                4. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have such      
knowledge and experience in financial and business matters as to be capable of  
evaluating the merits and risks of our investment in the Notes, and we and any  
accounts for which we are acting are acquiring the Notes for investment purposes
and not with a view to, or offer or sale in connection with, any distribution in
violation of the Securities Act, and we are each able to bear the economic risk 
of our or its investment.                                                       

             5. We are acquiring the Notes purchased by us for our own
account or for one or more accounts (each of which is an institutional          
"accredited investor") as to each of which we exercise sole investment          
discretion.                                                                     

                 You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any       
interested party in any administrative or legal proceedings or official inquiry 
with respect to the matters covered hereby.                                     

       Very truly yours,

          (Name of Transferee)

By:       
                                      ----------------------------------------
                                    Authorized Signature

E-2 

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                                                                       EXHIBIT F

 FORM OF CERTIFICATE TO BE DELIVERED
IN CONNECTION WITH TRANSFERS
PURSUANT TO REGULATION S

                                                      ------------------, ------

[                                  ]                                            
Attention:  [                                  ]                                
[                                  ]                                            
[                                  ]                                            

    Re:      Dole Food Company, Inc. (the "Company")
                7-1/4% Senior Notes due 2010 (the "Notes")

Dear Sirs:                                                                      

                In connection with our proposed sale of $_________ aggregate
principal amount at maturity of the Notes, we confirm that such sale has been   
effected pursuant to and in accordance with Regulation S under the Securities   
Act of 1933, as amended, and, accordingly, we represent that:                   

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

                (2) at the time the buy order was originated, the transferee
         was outside the United States or we and any person acting on our behalf
        reasonably believed that the transferee was outside the United States;

               (3) no directed selling efforts have been made by us in the
      United States in contravention of the requirements of Rule 903(b) or
Rule 904(b) of Regulation S, as applicable; and               

                (4) the transaction is not part of a plan or scheme to evade
   the registration requirements of the U.S. Securities Act of 1933.

                 You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any       
interested party in any administrative                                          

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or legal proceedings or official inquiry with respect to the matters covered    
hereby. Terms used in this letter have the meanings set forth in Regulation S.  

Very truly yours,     

[Name of Transferor]  

By:                   
                                ----------------------------------------------
                              Authorized Signature

F-2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		6/15/10		136		149
		6/15/07		60		152
		6/15/06		60		153
		12/15/03		138		151
Filed on:		6/25/03							S-4
		5/29/03		1		165
		5/14/03		25
		3/28/03		11		37			8-K
		3/23/03		69		83
		4/30/02		84
		7/15/93		20
									List all Filings